Arcellx (ACLX) equity cashed out at $115 plus CVRs in Gilead deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arcellx, Inc. director and officer Rami Elghandour and related entities completed tender-offer transactions in connection with the company’s merger with Gilead Sciences. Trusts, a family charitable foundation, and Elghandour’s direct holdings disposed of Arcellx common stock in a tender offer for $115.00 per share in cash plus one contingent value right per share.
Each contingent value right entitles the holder to a potential additional cash payment of $5.00, subject to conditions in a contingent value rights agreement. Outstanding stock options and restricted stock units were canceled and converted into rights to receive cash based on the $115.00 Closing Amount plus one contingent value right for each underlying share, instead of remaining as equity awards.
Positive
- All Arcellx equity converted into cash and CVRs at defined terms: Common shares received $115.00 in cash plus one CVR with a potential $5.00 payment, while options and RSUs were canceled and converted into cash and CVR rights, crystallizing value for equity holders in the Gilead merger.
Negative
- None.
Insights
Arcellx insiders exchanged equity for cash and CVRs in the Gilead merger.
The filing shows Rami Elghandour and related entities participating in Gilead’s acquisition of Arcellx. Common shares tendered into the offer were exchanged for $115.00 per share in cash plus one contingent value right that may pay an additional $5.00 per share.
Footnotes explain that outstanding stock options and restricted stock units were canceled and converted into cash payments tied to the $115.00 Closing Amount, plus one contingent value right for each underlying share. This replaces equity upside with defined cash consideration and a single additional milestone-based payment, with future details governed by the merger and contingent value rights agreements.
Insider Trade Summary
19 transactions reported
Mixed
19 txns
Insider
Elghandour Rami
Role
SEE REMARKS
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 1,068,005 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 837,602 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 120,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 245,065 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 255,965 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 810,102 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 55,459 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 167,973 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 208,333 | $0.00 | -- |
| Grant/Award | Performance-based Restricted Stock Unit | 147,745 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Unit | 147,745 | $0.00 | -- |
| Grant/Award | Performance-based Restricted Stock Unit | 284,388 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Unit | 284,388 | $0.00 | -- |
| Grant/Award | Performance-based Restricted Stock Unit | 138,888 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Unit | 138,888 | $0.00 | -- |
| U | Common Stock | 174,887 | $0.00 | -- |
| U | Common Stock | 198,000 | $0.00 | -- |
| U | Common Stock | 218,500 | $0.00 | -- |
| U | Common Stock | 101,164 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Stock Option (right to buy) — 0 shares (Indirect, By trust);
Restricted Stock Unit — 0 shares (Direct, null);
Performance-based Restricted Stock Unit — 147,745 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By trust)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Shares held by 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 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. Shares held by 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 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. Shares held by a family charitable foundation of which the Reporting Person serves as the President. The Reporting Person has voting and investment power over all securities owned by the foundation. Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. By trust Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger.
Key Figures
Tender offer cash price: $115.00 per share
Contingent value right amount: $5.00 per CVR
Option treatment threshold: $115.00 per share
+3 more
6 metrics
Tender offer cash price
$115.00 per share
Closing Amount paid in cash for each Arcellx common share
Contingent value right amount
$5.00 per CVR
Potential additional cash per contingent value right
Option treatment threshold
$115.00 per share
Company options with exercise prices below this were canceled for cash plus CVRs
Stock option exercise price
$15.00 per share
One canceled stock option series’ exercise price
Stock option exercise price
$56.15 per share
Another canceled stock option series’ exercise price
Performance RSU block
284,388 units
Performance-based restricted stock units subject to issuer disposition and award entries
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, restricted stock unit, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated February 22, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"shares of common stock of Company that were tendered to Purchaser prior"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
contingent value right financial
"one contractual contingent value right (a "CVR"), which represents the right"
A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.
restricted stock unit financial
"each outstanding restricted stock unit (a "Company RSU"), whether or not vested"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
stock option financial
"each outstanding option to purchase shares of Common Stock (a "Company Option")"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
What did the Arcellx (ACLX) Form 4 report for Rami Elghandour?
The Form 4 reports that entities associated with Rami Elghandour disposed of Arcellx common stock in Gilead’s tender offer, receiving $115.00 per share in cash plus one contingent value right per share, as part of the closing of Arcellx’s merger with Gilead Sciences.
How were Arcellx (ACLX) stock options treated in the merger with Gilead?
Each Arcellx stock option with an exercise price below $115.00 was canceled and converted into a cash payment equal to the Closing Amount minus the exercise price, multiplied by option shares, plus one contingent value right for each underlying share, instead of remaining outstanding equity.
What happened to Arcellx (ACLX) restricted stock units in this transaction?
Each outstanding Arcellx restricted stock unit was canceled and converted into a lump-sum cash payment equal to the $115.00 Closing Amount times the number of underlying shares, plus one contingent value right per share, with performance-based awards measured based on actual performance at the merger’s effective time.
How are trusts and a foundation involved in the Arcellx (ACLX) Form 4 transactions?
Some disposed shares were held by spousal lifetime access trusts and a family charitable foundation. Footnotes explain Elghandour may be deemed a Section 16 beneficial owner for the trusts and has voting and investment power over the foundation’s securities, with beneficial ownership disclaimed except for any pecuniary interest.
What is the contingent value right (CVR) mentioned in the Arcellx (ACLX) filing?
Each CVR is a contractual right to a single potential cash payment of $5.00, without interest, subject to conditions in a contingent value rights agreement. Shareholders and award holders received one CVR for each Arcellx share or share underlying options and restricted stock units affected by the merger.