Arcellx (ACLX) director cancels stock options for cash and CVRs in Gilead merger
Rhea-AI Filing Summary
Arcellx, Inc. director Kristin Myers reported the disposition of stock options to the company in connection with a completed merger with a subsidiary of Gilead Sciences, Inc. Each option covered Arcellx common stock.
On the transaction date, 1,784 options with a per share exercise price of $63.68 and 16,829 options with a per share exercise price of $69.87 were canceled and surrendered to the issuer. Following these transactions, no options from these grants remained outstanding.
Under the merger agreement, each canceled company option with an exercise price below the $115 "Closing Amount" was converted into the right to receive a lump-sum cash payment based on the spread between $115 and the option’s exercise price, multiplied by the shares subject to the option, plus one contractual contingent value right for each underlying share.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Myers Kristin
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 16,829 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy) | 1,784 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct)
Footnotes (1)
- F1. Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess 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 contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger.
Key Figures
Options disposed: 1,784 options
Options disposed: 16,829 options
Closing Amount: $115 per share
+5 more
8 metrics
Options disposed
1,784 options
Stock Option at $63.68 exercise price, disposed to issuer
Options disposed
16,829 options
Stock Option at $69.87 exercise price, disposed to issuer
Closing Amount
$115 per share
Merger cash calculation benchmark for company options
Exercise price
$63.68 per share
First option grant exercise price vs $115 Closing Amount
Exercise price
$69.87 per share
Second option grant exercise price vs $115 Closing Amount
Option expiration
May 29, 2035
Original expiration for $63.68 options canceled in merger
Option expiration
March 18, 2035
Original expiration for $69.87 options canceled in merger
Post-transaction options
0 options
Shares following transaction for each reported grant
Key Terms
Agreement and Plan of Merger, Closing Amount, contingent value right, Disposition to issuer, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc."
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.
Closing Amount financial
"which had a per share exercise price less than $115 per share (the "Closing Amount"), was canceled"
contingent value right financial
"and (ii) one contractual contingent value right for each share subject to such Company Option"
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.
Disposition to issuer regulatory
"transaction_code_description": "Disposition to issuer""
Company Option financial
"Each outstanding Company stock option ("Company Option"), whether or not vested"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Arcellx (ACLX) director Kristin Myers report?
Kristin Myers reported disposing of Arcellx stock options back to the issuer. The options were canceled in connection with a merger and converted into cash payment rights plus contingent value rights, rather than being exercised or sold on the open market.
How many Arcellx (ACLX) stock options were canceled in this Form 4?
Two stock option grants were canceled, covering 1,784 and 16,829 underlying shares. Both were reported as dispositions to the issuer, leaving no remaining options from these specific awards after the merger-related transactions.
What exercise prices applied to the Arcellx (ACLX) options disposed of by Kristin Myers?
The canceled options had per share exercise prices of $63.68 and $69.87. Because both were below the $115 Closing Amount set in the merger agreement, they qualified for cash and contingent value right consideration instead of remaining outstanding.
Was the Arcellx (ACLX) insider transaction an open-market sale of common stock?
No, the filing describes a disposition to the issuer of stock options, not an open-market sale of common shares. The options were canceled as part of the merger structure and converted into rights to receive cash and contingent value rights under the merger agreement.
What consideration did Arcellx (ACLX) options receive under the Gilead merger?
Each eligible option was converted into a cash right equal to the excess of $115 over its exercise price, multiplied by the option’s underlying shares. Additionally, holders received one contractual contingent value right for each underlying share, as specified in the merger agreement.
Does Kristin Myers retain any of the reported Arcellx (ACLX) options after the transaction?
No, the Form 4 shows zero shares following the transaction for both option grants. This indicates that all options from these specific awards were canceled and fully disposed of to the issuer in connection with the merger.