Arcellx director exits stake in Gilead tender offer

Arcellx, Inc. director Ali Behbahani and related holdings reported dispositions tied to the company’s merger with Gilead Sciences.

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.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Behbahani Ali

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option (right to buy)	11,459	$0.00	$0.00
Disposition	Stock Option (right to buy)	8,011	$0.00	$0.00
Disposition	Stock Option (right to buy)	9,174	$0.00	$0.00
Tender Offer	Common Stock	1,925	$0.00	$0.00
Tender Offer	Common Stock	2,706	$0.00	$0.00

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

Footnotes (3)

1. 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.
2. F2. 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.
3. F3. 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""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 04:34 PM EDT Learn about SEC filing dates

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^*

Behbahani Ali

(Last) (First) (Middle)

2855 SAND HILL ROAD

(Street)

MENLO PARK CALIFORNIA 94025

(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		1,925	D	(1)	0	D
Common Stock	04/28/2026		U		2,706	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 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.

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/ Nicole Hatcher, attorney-in-fact	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)