Arcellx (ACLX) CFO logs tender-offer share disposal and equity award conversions in Gilead merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arcellx, Inc. chief financial officer Michelle Gilson reported merger‑related transactions in Arcellx (ACLX) stock and equity awards tied to the company’s acquisition by Gilead Sciences. Common shares, including 5,000 held by a family charitable foundation and 67,048 held directly, were disposed of in a tender offer and exchanged for $115.00 per share in cash plus a contingent value right (CVR) for a possible additional $5.00 per share equivalent, subject to tax withholding.
In connection with the same merger, multiple equity awards were canceled and converted into cash and CVRs, including performance‑based and time‑based restricted stock units and stock options with exercise prices of $56.15, $31.03, $19.97, and $8.66 per share. The filing also reports a grant of 59,028 performance‑based restricted stock units, each representing a contingent right to receive one share of Arcellx common stock under the merger terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Gilson Michelle
Role
CHIEF FINANCIAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 40,205 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 32,500 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 70,796 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 94,596 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 20,496 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 61,590 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 88,542 | $0.00 | -- |
| Grant/Award | Performance-based Restricted Stock Unit | 59,028 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Unit | 59,028 | $0.00 | -- |
| U | Common Stock | 67,048 | $0.00 | -- |
| U | Common Stock | 5,000 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Restricted Stock Unit — 0 shares (Direct, null);
Performance-based Restricted Stock Unit — 59,028 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By foundation)
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. Shares held by a 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. 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. Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, 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 Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger.
Key Figures
Tendered foundation-held shares: 5,000 shares
Tendered directly held shares: 67,048 shares
Merger cash consideration: $115.00 per share
+5 more
8 metrics
Tendered foundation-held shares
5,000 shares
Common stock disposed via tender offer by family charitable foundation
Tendered directly held shares
67,048 shares
Common stock disposed via tender offer held directly by CFO
Merger cash consideration
$115.00 per share
Cash paid for each Arcellx common share in tender offer
Contingent value right amount
$5.00 per CVR
Potential additional cash per CVR under contingent value rights agreement
Performance RSU grant size
59,028 units
New performance-based restricted stock units acquired by CFO
Canceled RSUs (time-based)
88,542 units
Restricted stock units disposed to issuer and converted to cash and CVRs
Canceled stock options at $56.15
94,596 options
Options canceled and converted to cash spread vs $115.00 plus CVRs
Canceled stock options at $8.66
40,205 options
Lower-strike options canceled and settled in cash and CVRs
Key Terms
tender offer, contingent value right, Agreement and Plan of Merger, restricted stock unit, +1 more
5 terms
tender offer financial
"the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged"
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 of $5.00 per CVR"
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.
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), 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.
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of Company Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Company Option financial
"each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price"
FAQ
What insider transactions did Arcellx (ACLX) CFO Michelle Gilson report?
Michelle Gilson reported merger-related dispositions of Arcellx common stock and equity awards, plus one new grant of 59,028 performance-based restricted stock units. The transactions reflect tendering shares and canceling options and RSUs in exchange for cash and contingent value rights tied to the Gilead acquisition.
How were Arcellx (ACLX) stock options treated in the CFO’s Form 4 filing?
Each outstanding stock option with an exercise price below $115.00 per share was canceled and converted into cash equal to the spread between $115.00 and its exercise price, multiplied by option shares, plus one contingent value right per underlying share, all subject to applicable withholding taxes.
What happened to Arcellx (ACLX) restricted stock units in connection with the merger?
Each restricted stock unit was canceled and converted into a lump-sum cash payment equal to $115.00 multiplied by the number of underlying shares, plus one contingent value right per underlying share. Performance-based units used actual performance determinations at the merger effective time.
Did the Arcellx (ACLX) CFO receive any new equity awards in this Form 4?
Yes. The Form 4 reports an acquisition of 59,028 performance-based restricted stock units. Each performance-based restricted stock unit represents a contingent right to receive one share of Arcellx common stock, consistent with the merger agreement’s treatment of such awards at the time of the transaction.