Arcellx (ACLX) CEO shifts 218,500 shares to spousal trust in Form 4 filing

Rhea-AI Filing Summary

Arcellx, Inc. insider Rami Elghandour reported a large family estate-planning transfer of company stock. On February 11, 2026, the reporting person’s spouse made a bona fide gift of 218,500 shares of Arcellx common stock, transferring them for no consideration to a spousal lifetime access non-grantor trust in which he is a beneficiary.

Following this transaction, the filing shows 563,967 shares of Arcellx common stock held directly and 218,500 shares held indirectly through the trust. The footnote states he may be deemed to continue to have Section 16 beneficial ownership of the transferred shares, while disclaiming beneficial ownership except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elghandour Rami

(Last) (First) (Middle)

C/O ARCELLX, INC

800 BRIDGE PARKWAY

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ ACLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		G		218,500	D	$0	563,967	D(1)
Common Stock								218,500	I(1)	By trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 11, 2026, the Reporting Person's spouse transferred, for no consideration, 218,500 shares to a spousal lifetime access non-grantor trust of which the Reporting Person is a beneficiary and for which the Reporting Person may be deemed to continue to have Section 16 beneficial ownership. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.

Remarks:

President, CEO and Chairman of the Board

	/s/ Michelle Gilson, as Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Arcellx (ACLX) report in this Form 4?

Arcellx (ACLX) reported a bona fide gift involving 218,500 common shares. The reporting person’s spouse transferred the shares for no consideration into a spousal lifetime access non-grantor trust in which the insider is a beneficiary, reflecting a family estate-planning move rather than a market trade.

How many Arcellx (ACLX) shares were transferred in the reported gift?

The filing shows a transfer of 218,500 Arcellx common shares as a bona fide gift. These shares moved from the reporting person’s spouse to a spousal lifetime access non-grantor trust, with the insider listed as a beneficiary and potential Section 16 beneficial owner of the trust’s holdings.

How many Arcellx (ACLX) shares does the insider hold after this transaction?

After the transaction, the Form 4 reports 563,967 Arcellx shares held directly and 218,500 shares held indirectly. The indirect position is held through a spousal lifetime access non-grantor trust, giving a combined reported beneficial interest in both direct and trust-held common stock.

Was the Arcellx (ACLX) insider transaction a sale or a gift?

The transaction was reported as a bona fide gift, not a sale. The reporting person’s spouse transferred 218,500 Arcellx shares for no consideration into a spousal lifetime access non-grantor trust, indicating a personal wealth and estate-planning adjustment rather than an open-market disposal.

How does the Form 4 describe the insider’s beneficial ownership of Arcellx (ACLX) shares?

The insider may be deemed to continue to have Section 16 beneficial ownership of the 218,500 shares in the trust. The filing also states he disclaims beneficial ownership except to the extent of any pecuniary interest, clarifying how his economic stake in the transferred shares is viewed.

What roles does the reporting person hold at Arcellx (ACLX)?

The Form 4 lists the reporting person as President, CEO, and Chairman of the Board of Arcellx. These positions indicate he is both a senior executive officer and a director, making his equity holdings and any reported changes particularly relevant for corporate governance disclosures.