Arcellx director disposes options in Gilead merger

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.

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.

Insider Trade Summary

Disposition: 18,613 shares

Disposition 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 contracts (Direct)

Footnotes (1)

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 04:29 PM EDT Learn about SEC filing dates

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
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hours per response:			0.5

X

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^*

Myers Kristin

(Last) (First) (Middle)

C/O ARCELLX, INC.

800 BRIDGE PARKWAY

(Street)

REDWOOD CITY CALIFORNIA 94065

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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
Stock Option (right to buy)	$69.87	04/28/2026		D			16,829	(1)	03/18/2035	Common Stock	16,829	(1)	0	D
Stock Option (right to buy)	$63.68	04/28/2026		D			1,784	(1)	05/29/2035	Common Stock	1,784	(1)	0	D

Explanation of Responses:

1. 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.

	/s/ Michelle Gilson, as Attorney-in-Fact	04/28/2026
	** 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.
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* Form 4: SEC 1474 (03-26)