Arcellx (NASDAQ: ACLX) director cashes out in Gilead merger deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arcellx, Inc. director Ali Behbahani and related holdings reported dispositions tied to the company’s merger with Gilead Sciences. Common shares tendered into the offer were exchanged for $115.00 in cash per share plus one contingent value right for an additional $5.00 in cash, subject to conditions. The filing also shows all reported stock options were canceled and converted into cash payments based on the difference between the $115.00 closing amount and each option’s exercise price, plus contingent value rights. Following these tender-offer and issuer dispositions, the filing reports zero Arcellx common shares and options remaining for the reporting person.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Behbahani Ali
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 | 1,925 | $0.00 | -- |
| U | Common Stock | 2,706 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, See Note 2)
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. The Reporting Person is a trustee of the Ali Behbahani Revocable Trust Dated June 26, 2015 (the "Behbahani Trust"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Behbahani Trust in which the Reporting Person has no pecuniary interest. 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
Tendered indirect shares: 2,706 shares
Tendered direct shares: 1,925 shares
Canceled options (63.68 strike): 9,174 options at $63.68
+4 more
7 metrics
Tendered indirect shares
2,706 shares
Common Stock tendered indirectly on 2026-04-28
Tendered direct shares
1,925 shares
Common Stock tendered directly on 2026-04-28
Canceled options (63.68 strike)
9,174 options at $63.68
Stock options disposed to issuer on 2026-04-28
Canceled options (51.30 strike)
8,011 options at $51.30
Stock options disposed to issuer on 2026-04-28
Canceled options (37.94 strike)
11,459 options at $37.94
Stock options disposed to issuer on 2026-04-28
Cash consideration per share
$115.00 per share
Closing Amount paid for tendered Arcellx common stock
Contingent payment per CVR
$5.00 per CVR
Potential additional cash per contingent value right
Key Terms
Agreement and Plan of Merger, tender offer, contingent value right, Company Option, +2 more
6 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 of $5.00"
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")"
disposition pursuant to a tender offer financial
"transaction_code_description": "Disposition pursuant to a tender offer""
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
