ARCELLX INC Form 4 Filings

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.

Arcellx, Inc. director Olivia C. Ware reported the disposition to the issuer of four stock option grants totaling 65,450 options on Common Stock. The options had exercise prices of $63.68, $51.30, $37.94, and $7.61 per share and now show zero options remaining for each grant.

According to the merger agreement among Arcellx, Gilead Sciences, Inc., and Ravens Sub, Inc., these Company Options, each with a per share exercise price below the $115 Closing Amount, were canceled and converted into cash and contingent rights. For each option share, the holder became entitled to a lump-sum cash payment equal to $115 minus the applicable per share exercise price, multiplied by the number of shares, plus one contractual contingent value right per underlying share.

Arcellx, Inc. director Kavita Patel reported the cancellation of multiple stock option awards in connection with Arcellx’s merger with Gilead Sciences. On April 28, 2026, five blocks of stock options covering Arcellx common stock were disposed of in transactions classified as dispositions to the issuer.

The options covered 9,174 shares at an exercise price of $63.68 per share, 8,011 shares at $51.30, 11,459 shares at $37.94, 20,513 shares at $15.00, and 27,077 shares at $6.66. Each block shows zero derivative shares remaining after the transactions.

According to the merger agreement among Arcellx, Gilead Sciences, and a Gilead subsidiary, each outstanding company stock option with a per share exercise price below a Closing Amount of $115 per share was canceled and converted into the right to receive a lump-sum cash payment and one contractual contingent value right for each share subject to the option.

Arcellx, Inc. director Kristin Myers reported the disposition of stock options to the company in connection with a completed merger with a subsidiary of Gilead Sciences, Inc. Each option covered Arcellx common stock.

On the transaction date, 1,784 options with a per share exercise price of $63.68 and 16,829 options with a per share exercise price of $69.87 were canceled and surrendered to the issuer. Following these transactions, no options from these grants remained outstanding.

Under the merger agreement, each canceled company option with an exercise price below the $115 "Closing Amount" was converted into the right to receive a lump-sum cash payment based on the spread between $115 and the option’s exercise price, multiplied by the shares subject to the option, plus one contractual contingent value right for each underlying share.

Lubner David Charles reported disposition transactions in this Form 4 filing.

Arcellx director David Charles Lubner exited his position as part of the Gilead acquisition. He tendered 21,659 shares of Arcellx common stock into Gilead’s offer, receiving $115.00 per share in cash plus one contingent value right (CVR) promising a potential $5.00 cash payment per CVR.

In addition, all his outstanding stock options with exercise prices below $115.00 were canceled and converted into cash equal to the spread between $115.00 and each option’s exercise price, plus one CVR for each underlying share. Following these tender offer and option cancellation transactions, Lubner reported holding no Arcellx securities.

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.

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.

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.

Arcellx, Inc. director and officer Rami Elghandour and related entities completed tender-offer transactions in connection with the company’s merger with Gilead Sciences. Trusts, a family charitable foundation, and Elghandour’s direct holdings disposed of Arcellx common stock in a tender offer for $115.00 per share in cash plus one contingent value right per share.

Each contingent value right entitles the holder to a potential additional cash payment of $5.00, subject to conditions in a contingent value rights agreement. Outstanding stock options and restricted stock units were canceled and converted into rights to receive cash based on the $115.00 Closing Amount plus one contingent value right for each underlying share, instead of remaining as equity awards.

Arcellx, Inc. chief financial officer Michelle Gilson exercised stock options to acquire 38,110 shares of Common Stock. The options were exercised at an exercise price of $8.66 per share on two dates and were granted under Arcellx's 2022 Equity Incentive Plan.

After these exercises, she holds 67,048 Common Stock shares directly. In addition, a family charitable foundation, for which she serves as President and over whose securities she has voting and investment power, holds 5,000 Common Stock shares indirectly. No open-market purchases or sales were reported in this filing.

Arcellx, Inc.’s Chief Financial Officer, Michelle Gilson, reported a bona fide gift of 5,000 shares of Common Stock. On March 17, 2026, she transferred these shares for no consideration to a family charitable foundation.

After the gift, she directly owns 28,938 shares of Arcellx common stock and the foundation holds 5,000 shares indirectly attributed to her. She serves as President of the foundation and retains voting and investment power over all securities owned by it, so her overall economic exposure remains largely intact despite this non-market transfer.

Arcellx, Inc. director and officer Rami Elghandour reported a Form 4 showing a bona fide gift of 101,164 shares of common stock on March 4, 2026. The shares were transferred for no consideration to a family charitable foundation where he serves as President and has voting and investment power over the foundation’s holdings.

After the gift, Elghandour directly held 174,887 shares. The filing also lists indirect holdings by two spousal lifetime access non-grantor trusts, with 198,000 and 218,500 shares, and by the family charitable foundation with 101,164 shares, with disclaimers of beneficial ownership except to the extent of any pecuniary interest.

Arcellx, Inc. director and officer Rami Elghandour reported multiple stock transactions. On February 27, 2026, he completed an open-market, broker-assisted sale of 89,916 shares of common stock at a weighted average price of $113.9204 per share to cover tax withholding obligations from previously vested restricted stock units.

Following this sale, he held 276,051 shares directly. Earlier in January 2026, he acquired 55,991, 53,098 and 55,459 shares of common stock through exercises or conversions of derivative securities at $0.0000 per share. In addition, 198,000 shares and 218,500 shares are held indirectly in spousal lifetime access non-grantor trusts, where he may be deemed to have beneficial ownership but disclaims ownership except for any pecuniary interest.

Arcellx, Inc.’s chief financial officer, Michelle Gilson, reported two stock transactions involving the company’s common stock. On February 25, 2026, she sold 11,219 shares in an open-market, broker-assisted sale at a weighted average price of $113.8207 per share, primarily to cover tax withholding on previously vested restricted stock units. Earlier, on January 6, 2026, she acquired 20,530 shares at $0.00 per share through the exercise or conversion of a derivative security. After these transactions, she held 33,938 shares directly.

Arcellx, Inc. chief financial officer Michelle Gilson reported multiple transactions in the company’s common stock. On February 19, 2026, she executed open-market sales totaling 8,384 shares at weighted average prices between $67.09 and $69.04, with a portion described as a broker-assisted sale to satisfy tax withholding obligations related to vested restricted stock units. On January 3, 2026, she acquired 15,340 shares through an option exercise at $0.00 per share. After these transactions, she directly owned 45,157 shares of Arcellx common stock.

Arcellx, Inc. Chief Financial Officer Michelle Gilson exercised 20,496 shares of common stock on January 2, 2026 through a derivative conversion. On February 17, 2026, she sold a total of 11,291 shares in broker-assisted open-market transactions to satisfy tax withholding from vested RSUs, at weighted average prices of $69.2103 and $70.0125. After these transactions, she directly owned 53,541 shares of Arcellx common stock.

Arcellx, Inc. President, CEO and Chairman Rami Elghandour reported a bona fide gift of 198,000 shares of common stock on February 11, 2026. The shares were transferred for no consideration to a spousal lifetime access non‑grantor trust benefiting his spouse.

After the transfer, he directly held 365,967 common shares, and an additional 198,000 shares were held indirectly by the trust. He states he may be deemed to retain Section 16 beneficial ownership but expressly disclaims beneficial ownership except to the extent of any pecuniary interest.

Arcellx, Inc. insider Rami Elghandour reported a large family estate-planning transfer of company stock. On February 11, 2026, the reporting person’s spouse made a bona fide gift of 218,500 shares of Arcellx common stock, transferring them for no consideration to a spousal lifetime access non-grantor trust in which he is a beneficiary.

Following this transaction, the filing shows 563,967 shares of Arcellx common stock held directly and 218,500 shares held indirectly through the trust. The footnote states he may be deemed to continue to have Section 16 beneficial ownership of the transferred shares, while disclaiming beneficial ownership except to the extent of any pecuniary interest.

Arcellx, Inc. director David Charles Lubner reported option exercises and share sales in the company’s stock. On January 20, 2026, he exercised a stock option for 6,000 shares of common stock at an exercise price of $6.28 per share, issued under Arcellx’s 2017 Equity Incentive Plan. On the same day, he sold 6,000 shares of common stock at a price of $75 per share pursuant to a pre-arranged Rule 10b5-1 trading plan that he entered into on September 29, 2025. After these transactions, he directly held 21,659 shares of Arcellx common stock and 59,405 stock options.

Arcellx, Inc. chief medical officer Christopher Heery reported equity award activity and a related share sale. On 01/06/2026, he acquired 13,064 shares of common stock at $0.00 per share through the vesting and settlement of previously reported restricted stock units, each RSU converting into one share. On 01/14/2026, he sold 5,882 shares of common stock at a weighted average price of $68.5136 per share in a broker-assisted transaction to cover tax withholding obligations tied to that RSU vesting.

After these transactions, Heery directly held 23,749 shares of Arcellx common stock.

Arcellx, Inc.’s Chief Medical Officer Christopher Heery reported RSU vesting and a related share sale. On 01/03/2026 he acquired 16,520 shares of Common Stock at an exercise price of $0, reflecting settlement of previously granted restricted stock units, each representing one share.

On 01/13/2026 he sold 7,437 shares of Common Stock at a weighted average price of $65.512 per share in a broker-assisted transaction to satisfy tax withholding obligations tied to the RSU vesting. After these transactions, he directly beneficially owns 29,631 shares of Arcellx Common Stock.

Arcellx, Inc. chief medical officer Christopher Heery reported two equity transactions in company stock. On 01/02/2026, he exercised options coded "M" for 13,021 shares of common stock at a price of $0 per share, increasing his directly held position to 13,615 shares.

On 01/12/2026, he executed a broker-assisted sale coded "S" of 6,131 common shares at a weighted average price of $64.1471 per share to cover tax withholding obligations tied to restricted stock unit vesting. Following these transactions, he directly owned 37,068 shares of Arcellx common stock.

Arcellx, Inc. reported insider equity activity by its chief medical officer, Christopher Heery. On January 2, 2026, he received an award of 67,708 restricted stock units (RSUs), each representing a contingent right to one share of common stock, vesting in equal annual installments over four years if he remains a service provider.

On January 2, 3 and 6, 2026, previously granted RSUs were converted to common stock in transactions coded "M," resulting in acquisitions of 13,021, 16,520 and 13,064 common shares, respectively, all at a stated price of $0 per share. Following these transactions, Heery held 43,199 shares of common stock directly, along with RSU holdings shown in the derivative table.

Arcellx, Inc. reported an insider stock transaction by its chief medical officer on a Form 4. On November 17, 2025, the officer sold 340 shares of common stock at $90 per share, leaving 284 shares beneficially owned directly after the sale. The filing notes that this sale was carried out under a pre-arranged Rule 10b5-1 trading plan that the reporting person entered into on March 23, 2025, which is designed to allow insiders to sell stock according to a preset schedule.

Arcellx (ACLX) reported an insider transaction by its Chief Financial Officer. On 10/15/2025, the CFO sold 5,364 shares of common stock at a weighted average price of $91.0357, with trades ranging from $90.99 to $91.19, under a Rule 10b5-1 trading plan entered on March 21, 2025.

Following the sale, the officer beneficially owns 8,466 shares, held directly.

Arcellx (ACLX) reported insider activity by its Chief Financial Officer. On 10/03/2025, the CFO sold 4,882 shares of common stock at a weighted average price of $86.0036. On 10/06/2025, the CFO sold an additional 1,064 shares at a weighted average price of $86.2155. These sales were made under a Rule 10b5-1 trading plan entered on March 21, 2025. Following the transactions, the officer directly beneficially owned 13,830 shares.

Arcellx insider sales disclosed on Form 4: Christopher Heery, identified as a director and Chief Medical Officer, reported multiple sales of Arcellx common stock on 09/30/2025 executed under a Rule 10b5-1 trading plan established on March 23, 2025. The filings show three sale transactions totaling 21,034 shares — 5,300 shares at a weighted average price of $80.5518, 14,204 shares at a weighted average price of $81.4584, and 1,530 shares at a weighted average price of $82.198. Following those reported transactions the Form lists beneficial ownership amounts of 16,358, 2,154, and 624 shares on the respective lines. The Form 4 is signed and dated 09/30/2025.

Arcellx insider sale disclosed: Chief Medical Officer Christopher Heery reported a sale of 73 shares of Arcellx common stock on 09/29/2025 at $80.16 per share, leaving him with 21,658 shares held directly. The filing states the sale was executed under a Rule 10b5-1 trading plan established on March 23, 2025, indicating the transaction followed a prearranged compliance program.

This disclosure is a routine insider disposition that documents the number of shares sold, the price, and the resulting direct ownership stake; no derivative transactions or other material changes in ownership are reported.

Arcellx insider sale under 10b5-1 plan. The chief medical officer sold 12,396 shares of Arcellx common stock under a Rule 10b5-1 trading plan, at a weighted average price of $80.119 per share, and now beneficially owns 21,731 shares. The filing reports the transaction as a sale and identifies the sale price range as $80.00 to $80.41 with the weighted average disclosed. The reporting person indicates the sale was pre-arranged under a March 23, 2025 10b5-1 plan and offers to provide breakdown by price on request.

Heery Christopher, Chief Medical Officer of Arcellx, Inc. (ACLX), reported sales of company common stock under a Rule 10b5-1 trading plan. On 09/18/2025 he sold 3,343 shares at a weighted average price of $80.0085, leaving him with 34,427 shares beneficially owned after that transaction. On 09/19/2025 he sold an additional 300 shares at $80.00, leaving 34,127 shares beneficially owned. The Form 4 was signed by an attorney-in-fact on 09/19/2025.

The filing notes the sales were effected pursuant to a 10b5-1 plan entered March 23, 2025, and that the post-transaction totals include 284 shares acquired under the issuer's 2022 Employee Stock Purchase Plan on May 14, 2025. No derivative transactions or other changes were reported.