Arcellx (ACLX) director-linked fund exits as Gilead buyout closes

Rhea-AI Filing Summary

Arcellx, Inc. director Jill Carroll reported dispositions tied to the company’s acquisition by Gilead Sciences. A fund associated with her, SR One Capital Fund I Aggregator, LP, tendered 1,479,148 shares of Arcellx common stock in a cash tender offer. According to the merger agreement, each tendered share was exchanged for $115.00 in cash plus one contingent value right that may pay $5.00 in cash under specified conditions. Carroll is a partner at affiliated SR One entities and disclaims beneficial ownership of these securities except for any pecuniary interest.

The filing also shows that three Arcellx stock option awards, covering 9,174, 8,011 and 11,459 shares at exercise prices of $63.68, $51.30 and $37.94, were disposed of to the issuer when the merger closed. Under the merger terms, each qualifying option was canceled and converted into a cash payment equal to the spread above $115.00 per share, plus one contingent value right for each underlying share. After these transactions, no Arcellx common stock or options are reported as held by Carroll or the related fund.

Insights

Equity M&A and insider-transactions analyst

Director-linked fund and options fully exit Arcellx in Gilead cash-and-CVR buyout.

This Form 4 reflects completion mechanics of Gilead’s acquisition of Arcellx, not open-market trading. A fund associated with director Jill Carroll tendered 1,479,148 shares, receiving $115.00 cash per share plus a contingent value right (CVR) with a potential $5.00 payout.

Three in-the-money stock option grants with exercise prices of $63.68, $51.30 and $37.94 were canceled and converted into cash equal to their intrinsic value versus the $115.00 merger price, plus CVRs per underlying share. The filing shows zero shares and options remaining, indicating a complete position exit in connection with the merger closing, rather than a discretionary sale.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carroll Jill

Role null

Type	Security	Shares	Price	Value
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	1,479,148	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, See Note 2)

Footnotes (1)

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. The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") serves as the general partner of SR One Fund I Aggregator. The Reporting Person is a partner of SR One Capital Management, LP ("SR One Capital Management"), an entity affiliated with SR One Fund I Aggregator, and a limited partner of SR One Partners I. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. 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: 1,479,148 shares Cash consideration per share: $115.00 per share Contingent value right: $5.00 per CVR +3 more

6 metrics

Common shares tendered 1,479,148 shares Arcellx common stock tendered into Gilead offer

Cash consideration per share $115.00 per share Tendered Arcellx shares in merger

Contingent value right $5.00 per CVR Potential additional cash per share under CVR terms

Option shares canceled (grant 1) 9,174 shares at $63.68 Stock option disposed to issuer in merger

Option shares canceled (grant 2) 8,011 shares at $51.30 Stock option disposed to issuer in merger

Option shares canceled (grant 3) 11,459 shares at $37.94 Stock option disposed to issuer in merger

Key Terms

Agreement and Plan of Merger, tender offer, contingent value right, Company Option, +1 more

5 terms

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.

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.

contingent value right financial

"one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment"

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")"

Section 16 regulatory

"beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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

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^*

Carroll Jill

(Last) (First) (Middle)

929 MAIN STREET

SUITE 200

(Street)

REDWOOD CITY CALIFORNIA 94063

(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
Common Stock	04/28/2026		U		1,479,148	D	(1)	0	I	See Note 2(2)

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)	$37.94	04/28/2026		D			11,459	(3)	06/14/2033	Common Stock	11,459	(3)	0	D
Stock Option (right to buy)	$51.3	04/28/2026		D			8,011	(3)	05/28/2034	Common Stock	8,011	(3)	0	D
Stock Option (right to buy)	$63.68	04/28/2026		D			9,174	(3)	05/29/2035	Common Stock	9,174	(3)	0	D

Explanation of Responses:

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.

2. The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") serves as the general partner of SR One Fund I Aggregator. The Reporting Person is a partner of SR One Capital Management, LP ("SR One Capital Management"), an entity affiliated with SR One Fund I Aggregator, and a limited partner of SR One Partners I. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

3. 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.

	/s/ Sasha Keough, attorney-in-fact for Jill Carroll	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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did the Arcellx (ACLX) Form 4 filed by Jill Carroll report?

The Form 4 reports that a fund associated with director Jill Carroll tendered 1,479,148 Arcellx shares into Gilead’s cash tender offer and that related stock options were canceled for cash and contingent value rights as part of the merger terms.

How many Arcellx shares tied to Jill Carroll were tendered in the Gilead deal?

Entities associated with Jill Carroll reported tendering 1,479,148 Arcellx common shares. These shares were exchanged for $115.00 in cash per share plus one contingent value right that may pay $5.00 in cash, pursuant to the merger agreement with Gilead.

What consideration did Arcellx (ACLX) shareholders receive in the Gilead merger?

Each tendered Arcellx share received $115.00 in cash plus one contingent value right. The CVR represents the right to a single contingent $5.00 cash payment, subject to specified conditions in the contingent value rights agreement described in the merger documents.

How were Jill Carroll’s Arcellx stock options treated in the merger?

Three Arcellx stock option grants were canceled under the merger. For each option with an exercise price below $115.00, the holder became entitled to a lump-sum cash payment equal to the spread above $115.00 per share, plus one contingent value right per underlying share.

Does Jill Carroll still hold Arcellx (ACLX) securities after the Gilead merger?

The Form 4 shows zero Arcellx common shares and zero stock options reported as held following the transactions. This indicates that, for Section 16 reporting purposes, Carroll and the related fund no longer hold Arcellx equity securities after completion of the Gilead acquisition.

How is Jill Carroll’s relationship to the Arcellx shares described in the filing?

The filing states that the shares were held by SR One Capital Fund I Aggregator, LP, with related SR One entities as general partner and affiliates. Jill Carroll, a partner in an affiliated entity, disclaims beneficial ownership except to any pecuniary interest she may have in those securities.