Arcellx (ACLX) director gifts 101,164 shares to family foundation

Rhea-AI Filing Summary

Arcellx, Inc. director and officer Rami Elghandour reported a Form 4 showing a bona fide gift of 101,164 shares of common stock on March 4, 2026. The shares were transferred for no consideration to a family charitable foundation where he serves as President and has voting and investment power over the foundation’s holdings.

After the gift, Elghandour directly held 174,887 shares. The filing also lists indirect holdings by two spousal lifetime access non-grantor trusts, with 198,000 and 218,500 shares, and by the family charitable foundation with 101,164 shares, with disclaimers of 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)
03/04/2026

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	03/04/2026		G		101,164	D	$0	174,887	D(1)
Common Stock								198,000	I(2)	By Trust
Common Stock								218,500	I(3)	By Trust
Common Stock								101,164	I(1)	By Foundation

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 March 4, 2026, the Reporting Person transferred, for no consideration, 101,164 shares to 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.

2. 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.

3. 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.

Remarks:

President, CEO and Chairman of the Board

	/s/ Michelle Gilson, as Attorney-in-Fact	03/04/2026
	** 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) director Rami Elghandour report?

Rami Elghandour reported a bona fide gift of Arcellx common stock. On March 4, 2026, he transferred 101,164 shares for no consideration to a family charitable foundation, according to the Form 4 filing and accompanying footnotes.

How many Arcellx (ACLX) shares were transferred and to whom?

The filing shows a transfer of 101,164 Arcellx common shares. These shares were gifted for no consideration to a family charitable foundation, where Rami Elghandour serves as President and has voting and investment power over the foundation’s securities.

Did Rami Elghandour sell Arcellx (ACLX) shares in the open market?

The transaction was a bona fide gift, not an open-market sale. The Form 4 describes a transfer of 101,164 shares for no consideration to a family charitable foundation, with no sale price reported for the shares.

How many Arcellx (ACLX) shares does Rami Elghandour hold directly after the gift?

After the reported gift, Rami Elghandour directly held 174,887 Arcellx common shares. This figure is disclosed in the Form 4 as the total number of directly owned shares following the March 4, 2026 transaction.

What indirect Arcellx (ACLX) holdings related to Rami Elghandour are disclosed?

The Form 4 lists indirect holdings through two spousal lifetime access non-grantor trusts and a family charitable foundation. These show 198,000 shares, 218,500 shares, and 101,164 shares respectively, with disclaimers of beneficial ownership except for any pecuniary interest.

Does Rami Elghandour have voting power over the gifted Arcellx (ACLX) shares?

Yes. Footnotes state he has voting and investment power over all securities owned by the family charitable foundation. The 101,164 gifted Arcellx shares are held by that foundation, where he serves as President with such authority.