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Arcellx (NASDAQ: ACLX) CMO reports RSU grant, share vesting details

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arcellx, Inc. reported insider equity activity by its chief medical officer, Christopher Heery. On January 2, 2026, he received an award of 67,708 restricted stock units (RSUs), each representing a contingent right to one share of common stock, vesting in equal annual installments over four years if he remains a service provider.

On January 2, 3 and 6, 2026, previously granted RSUs were converted to common stock in transactions coded "M," resulting in acquisitions of 13,021, 16,520 and 13,064 common shares, respectively, all at a stated price of $0 per share. Following these transactions, Heery held 43,199 shares of common stock directly, along with RSU holdings shown in the derivative table.

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Insider Heery Christopher
Role CHIEF MEDICAL OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Unit 13,064 $0.00 --
Exercise Common Stock 13,064 $0.00 --
Exercise Restricted Stock Unit 16,520 $0.00 --
Exercise Common Stock 16,520 $0.00 --
Grant/Award Restricted Stock Unit 67,708 $0.00 --
Exercise Restricted Stock Unit 13,021 $0.00 --
Exercise Common Stock 13,021 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 39,194 shares (Direct); Common Stock — 43,199 shares (Direct)
Footnotes (1)
  1. Includes 284 shares acquired under the Issuer's 2022 Employee Stock Purchase Plan on May 14, 2025, and 310 shares acquired under the Issuer's 2022 Employee Stock Purchase Plan on November 14, 2024. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "RSU Grant Date" shall mean January 2, 2026. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 2, 2024. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 3, 2023. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "RSU Grant Date" shall mean January 6, 2025.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Heery Christopher
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF MEDICAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026
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 01/02/2026 M 13,021 A $0 13,615(1) D
Common Stock 01/03/2026 M 16,520 A $0 30,135 D
Common Stock 01/06/2026 M 13,064 A $0 43,199 D
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
Restricted Stock Unit (2) 01/02/2026 A 67,708 (3) (3) Common Stock 67,708 $0 67,708 D
Restricted Stock Unit (2) 01/02/2026 M 13,021 (4) (4) Common Stock 13,021 $0 13,021 D
Restricted Stock Unit (2) 01/03/2026 M 16,520 (5) (5) Common Stock 16,520 $0 0 D
Restricted Stock Unit (2) 01/06/2026 M 13,064 (6) (6) Common Stock 13,064 $0 39,194 D
Explanation of Responses:
1. Includes 284 shares acquired under the Issuer's 2022 Employee Stock Purchase Plan on May 14, 2025, and 310 shares acquired under the Issuer's 2022 Employee Stock Purchase Plan on November 14, 2024.
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
3. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "RSU Grant Date" shall mean January 2, 2026.
4. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 2, 2024.
5. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 3, 2023.
6. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "RSU Grant Date" shall mean January 6, 2025.
/s/ Michelle Gilson, as Attorney-in-Fact 01/06/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Arcellx (ACLX) report for its CMO?

The chief medical officer, Christopher Heery, reported a new award of 67,708 RSUs on January 2, 2026, and multiple RSU conversions into common stock at $0 per share over January 2–6, 2026.

How many Arcellx RSUs were granted to Christopher Heery in January 2026?

Heery was granted 67,708 restricted stock units on January 2, 2026, each RSU representing a contingent right to receive one share of Arcellx common stock.

How do the newly granted Arcellx RSUs vest for the CMO?

Subject to Heery continuing as a service provider, one-fourth of the 67,708 RSUs will vest each year following the January 2, 2026 grant date, on the same day of the month (or the last day of the month if no corresponding day), over four years.

What common stock did the Arcellx CMO acquire through RSU conversions?

Through RSU conversions coded "M," Heery acquired 13,021 common shares on January 2, 2026, 16,520 shares on January 3, 2026, and 13,064 shares on January 6, 2026, each at a stated price of $0 per share.

How many Arcellx common shares did the CMO hold after these transactions?

After the reported transactions, Heery beneficially owned 43,199 Arcellx common shares directly, as shown in the non-derivative securities table.

What do the Arcellx Form 4 footnotes say about the RSUs?

The footnotes state that each RSU represents a contingent right to receive one share of Arcellx common stock and describe vesting schedules requiring Heery to continue as a service provider under the 2022 Equity Incentive Plan.