Arcellx (ACLX) CEO shifts 198,000 common shares into spousal trust

Rhea-AI Filing Summary

Arcellx, Inc. President, CEO and Chairman Rami Elghandour reported a bona fide gift of 198,000 shares of common stock on February 11, 2026. The shares were transferred for no consideration to a spousal lifetime access non‑grantor trust benefiting his spouse.

After the transfer, he directly held 365,967 common shares, and an additional 198,000 shares were held indirectly by the trust. He states he may be deemed to retain Section 16 beneficial ownership but expressly disclaims 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

OMB APPROVAL

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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		198,000	D	$0	365,967	D(1)
Common Stock								198,000	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 transferred, for no consideration, 198,000 shares to a spousal lifetime access non-grantor trust, of which the Reporting Person's spouse is the 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 ACLX’s Rami Elghandour report on February 11, 2026?

Rami Elghandour reported a bona fide gift of 198,000 Arcellx common shares on February 11, 2026. The transfer was made for no consideration to a spousal lifetime access non‑grantor trust benefiting his spouse.

How many Arcellx (ACLX) shares did the CEO transfer to the trust?

He transferred 198,000 shares of Arcellx common stock to the trust. The filing describes this as a bona fide gift, meaning no payment was received in return for the transferred shares.

Who is the beneficiary of the trust receiving 198,000 ACLX shares?

The trust’s beneficiary is the spouse of Rami Elghandour, Arcellx’s President, CEO and Chairman. The trust is described as a spousal lifetime access non‑grantor trust in the Form 4 footnote.

How many Arcellx shares does Rami Elghandour own directly after the gift?

After the reported gift transaction, he directly owned 365,967 Arcellx common shares. This figure is listed in the Form 4 as the amount of securities beneficially owned following the reported transaction on February 11, 2026.

How are the 198,000 transferred ACLX shares reported after the transaction?

Following the gift, 198,000 Arcellx shares are reported as held indirectly by a trust. The Form 4 identifies the ownership form as indirect and notes the nature of ownership as “By trust.”

Does the Arcellx CEO claim full beneficial ownership of the trust shares?

He disclaims beneficial ownership of the trust-held shares, except for any pecuniary interest he may have. The filing notes this disclaimer and states it should not be viewed as an admission of beneficial ownership for any purpose.