Arcellx (ACLX) CMO reshapes stock and options in Gilead deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arcellx, Inc. chief medical officer Christopher Heery reported multiple equity changes tied to the completed tender offer and merger with Gilead Sciences. He tendered 23,749 shares of common stock, which were exchanged for $115.00 in cash per share plus a contractual contingent value right for an additional $5.00 in cash, subject to conditions.
Under the merger agreement, his outstanding stock options and restricted stock units, including performance-based awards, were canceled and converted into cash payments based on the $115.00 closing amount per underlying share, plus one contingent value right for each underlying share. On the same date, he received a new grant of 45,138 performance-based restricted stock units, each representing a contingent right to receive one share of Arcellx common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Heery Christopher
Role
CHIEF MEDICAL OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 10,901 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 43,604 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 132,416 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 40,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 76,242 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 60,096 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 13,021 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 39,194 | $0.00 | -- |
| Disposition | Restricted Stock Unit | 67,708 | $0.00 | -- |
| Grant/Award | Performance-based Restricted Stock Unit | 45,138 | $0.00 | -- |
| Disposition | Performance-based Restricted Stock Unit | 45,138 | $0.00 | -- |
| U | Common Stock | 23,749 | $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 — 45,138 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. 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
Common shares tendered: 23,749 shares
Tender offer cash amount: $115.00 per share
Contingent value right amount: $5.00 per CVR
+5 more
8 metrics
Common shares tendered
23,749 shares
Shares of Arcellx common stock tendered in offer
Tender offer cash amount
$115.00 per share
Cash consideration per Arcellx share in tender offer
Contingent value right amount
$5.00 per CVR
Potential additional cash payment per contingent value right
New performance-based RSU grant
45,138 units
Performance-based RSUs granted to Christopher Heery
Option strike price tranche 1
$56.15 per share
Canceled stock option covering 60,096 shares
Option strike price tranche 2
$31.03 per share
Canceled stock option covering 76,242 shares
Option strike price tranche 3
$19.97 per share
Canceled stock option covering 40,000 shares
Option strike price tranche 4
$15.00 per share
Canceled stock option covering 132,416 shares
Key Terms
tender offer, Agreement and Plan of Merger, contingent value right, restricted stock unit, +2 more
6 terms
tender offer financial
"the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer"
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 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.
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.
performance-based restricted stock unit financial
"with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Company Option financial
"each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested"
FAQ
What did Arcellx (ACLX) CMO Christopher Heery report in this Form 4?
Heery reported tendering 23,749 Arcellx common shares and canceling various stock options and restricted stock units. These equity awards were converted into cash and contingent value rights under the completed merger with Gilead Sciences, plus a new grant of performance-based RSUs.
What happened to Arcellx (ACLX) stock options held by Christopher Heery?
Each outstanding Arcellx stock option with an exercise price below $115.00 was canceled and converted into a lump-sum cash payment. The payment equals the $115.00 closing amount minus the option’s exercise price, multiplied by the option’s share count, plus one contingent value right per underlying share.
How were Arcellx (ACLX) restricted stock units treated in the merger?
Each Arcellx restricted stock unit was canceled and converted into cash equal to $115.00 multiplied by the number of underlying shares. The holder also receives one contingent value right per underlying share, with performance-based RSUs sized based on actual performance determined in connection with the merger.
Did Christopher Heery receive new Arcellx (ACLX) equity awards in this filing?
Yes. Heery reported receiving 45,138 performance-based restricted stock units as a new grant or award. Each unit represents a contingent right to receive one share of Arcellx common stock, subject to the applicable vesting and performance conditions described for such awards.
What is the contingent value right mentioned in the Arcellx (ACLX) Form 4?
The contingent value right is a contractual right to receive a single potential $5.00 cash payment per CVR. Payment depends on conditions described in a contingent value rights agreement, and each tendered share or canceled award generated one CVR for each underlying Arcellx share.