[Form 4] Arcellx, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Arcellx director Andrew H. Galligan reported dispositions tied to the company’s merger with Gilead Sciences. A trust associated with him tendered 5,000 shares of Arcellx common stock in the offer, receiving $115.00 per share in cash plus a contractual contingent value right for an additional $5.00 per share, subject to conditions.
In addition, two blocks of Arcellx stock options were canceled and converted under the merger terms: 1,784 options with a $63.68 exercise price and 16,829 options with a $69.87 exercise price. These were exchanged for cash equal to their in-the-money value and one contingent value right per underlying share, leaving no reported remaining holdings in this filing.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 5,000 shares
Net Sell
3 txns
Insider
Galligan Andrew H
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 |
| Tender Offer | Common Stock | 5,000 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By trust)
Footnotes (2)
- F1. 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.
- F2. Pursuant to the Merger Agreement, each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than 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
Common shares tendered: 5,000 shares
Tender cash price: $115.00 per share
Contingent value right: $5.00 per CVR
+4 more
7 metrics
Common shares tendered
5,000 shares
Common stock tendered in Gilead offer
Tender cash price
$115.00 per share
Closing Amount for each Arcellx share tendered
Contingent value right
$5.00 per CVR
Potential additional cash per share, subject to conditions
Option grant 1 size
1,784 options
Stock options at $63.68 exercise price disposed to issuer
Option grant 1 exercise price
$63.68 per share
Exercise price vs. $115.00 Closing Amount
Option grant 2 size
16,829 options
Stock options at $69.87 exercise price disposed to issuer
Option grant 2 exercise price
$69.87 per share
Exercise price vs. $115.00 Closing Amount
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, Closing Amount, +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 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.
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.
Closing Amount financial
"were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash"
Company Option financial
"each outstanding Company stock option ("Company Option"), whether or not vested"
AI-generated analysis. How Rhea-AI works. Not financial advice.
