Arcellx (ACLX) director’s shares and options cashed out in Gilead deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Lubner David Charles reported disposition transactions in this Form 4 filing.
Arcellx director David Charles Lubner exited his position as part of the Gilead acquisition. He tendered 21,659 shares of Arcellx common stock into Gilead’s offer, receiving $115.00 per share in cash plus one contingent value right (CVR) promising a potential $5.00 cash payment per CVR.
In addition, all his outstanding stock options with exercise prices below $115.00 were canceled and converted into cash equal to the spread between $115.00 and each option’s exercise price, plus one CVR for each underlying share. Following these tender offer and option cancellation transactions, Lubner reported holding no Arcellx securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Lubner David Charles
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 13,626 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 59,405 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 31,794 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 61,538 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 11,459 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 8,011 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 9,174 | $0.00 | -- |
| U | Common Stock | 21,659 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
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. 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.
Key Figures
Common shares tendered: 21,659 shares
Cash consideration per share: $115.00 per share
Contingent value per CVR: $5.00 per CVR
+4 more
7 metrics
Common shares tendered
21,659 shares
Common Stock tendered into Gilead offer
Cash consideration per share
$115.00 per share
Tendered Arcellx common stock consideration
Contingent value per CVR
$5.00 per CVR
Potential additional payment per CVR
Option tranche at $15.00
61,538 option shares
Stock options with $15.00 exercise price disposed to issuer
Option tranche at $6.28
59,405 option shares
Stock options with $6.28 exercise price disposed to issuer
Total dispose transactions
8 transactions
1 common stock tender, 7 option dispositions
Post-transaction holdings
0 shares / 0 options
Director’s Arcellx holdings after tender and option cash-out
Key Terms
tender offer, Agreement and Plan of Merger, contingent value right, Company Option, +2 more
6 terms
tender offer financial
"shares of common stock of Company that were tendered to Purchaser"
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.
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.
contingent value right financial
"one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00"
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.
Company Option financial
"each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested"
cash payment financial
"a lump-sum cash payment equal to the excess (if any) of the Closing Amount over the per share exercise price"
wholly owned subsidiary financial
"Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser")"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What did Arcellx (ACLX) director David Charles Lubner report in this Form 4?
He reported disposing of his Arcellx holdings in connection with Gilead’s acquisition. 21,659 common shares were tendered, and all in-the-money stock options were canceled for cash plus contingent value rights.
How were Arcellx (ACLX) stock options treated in the Gilead merger?
Each in-the-money Arcellx stock option was canceled and converted into cash equal to the difference between $115.00 and its exercise price times the option shares, plus one contingent value right for each underlying share.
What is a contingent value right (CVR) in the Arcellx (ACLX) and Gilead deal?
A CVR is a contractual right to receive an extra payment if specified conditions are met. In this merger, each CVR can pay an additional $5.00 in cash per CVR under terms described in the contingent value rights agreement.