Welcome to our dedicated page for ARCELLX SEC filings (Ticker: ACLX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Arcellx, Inc. filings document the company's completed acquisition by Gilead Sciences and the related changes to its public-company status. The Form 8-K record covers completion of the transaction, material-event disclosure, capital-structure matters, and prior operating and financial results.
Arcellx's later regulatory record includes a Form 25 for removal of its common stock from Nasdaq listing and registration, followed by a Form 15 terminating or suspending Exchange Act reporting obligations for the class of securities. These filings establish the company's transition from a Nasdaq-listed biotechnology issuer to a wholly owned subsidiary with one holder of record.
Arcellx, Inc. filed Amendment No. 1 to its annual report to add detailed Part III disclosures on board composition, governance, and executive pay for 2025. The eight‑member board is majority independent, fully committee‑structured, and meets Nasdaq independence and financial expertise standards.
The company highlights board and workforce diversity, noting eight directors evenly split by gender and 220 full‑time employees as of March 1, 2026. Non‑employee directors received cash retainers plus option awards, with 2025 total compensation per director generally around $480,000–$490,000 and higher initial equity for new directors.
Arcellx’s compensation discussion explains its pay‑for‑performance philosophy, peer‑based benchmarking, and strong 2025 execution, including BLA submission for lead therapy anito‑cel and progress with partner Kite. Based on achieving all core goals and stretch objectives, named executive officers earned 150% of target bonuses for 2025.
Arcellx, Inc. filed Amendment No. 3 to its Schedule 14D-9 to supplement disclosures regarding the merger offer by Ravens Sub, Inc., a Gilead subsidiary, to acquire all Arcellx common shares for $115.00 per share in cash plus one CVR representing a contingent payment of $5.00 payable on March 31, 2030 if cumulative anito-cel sales exceed $6.0 billion on or prior to December 31, 2029.
The amendment updates background, financial analyses and Centerview's disclosures, describes Board and management negotiation status, discloses two New York stockholder complaints and demand letters, and restates Centerview's valuation inputs including discount rates, projected cash flows, and certain Internal Data items such as estimated cash of $436 million as of March 31, 2026 and federal net operating losses of $51 million and federal tax credits of $34 million as of December 31, 2024.
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. filed Amendment No. 2 to its Schedule 14D-9 to update disclosures about the pending tender offer by a Gilead subsidiary. The Offer price remains $115.00 per share plus one CVR that can pay $5.00 on March 31, 2030 if cumulative anito-cel Sales exceed $6.0 billion by December 31, 2029. The Offer expiration was extended to 5:00 p.m. ET on April 27, 2026. The filing states that the ACCC published a decision allowing the Transactions subject to a 14-calendar day waiting period that expires at 10:00 a.m. ET on April 27, 2026, and that all regulatory approvals under the Merger Agreement have been obtained.
Gilead Sciences, Inc., through its wholly owned subsidiary Ravens Sub, Inc., is offering to purchase all outstanding shares of Arcellx, Inc. at $115.00 per share in cash plus one contingent value right (CVR) that may pay $5.00 on March 31, 2030 if cumulative worldwide sales of anito-cel exceed $6.0 billion on or prior to December 31, 2029.
The amendment states that all required regulatory approvals under the merger agreement have been obtained and the offer expiration was extended to 5:00 p.m. Eastern Time on April 27, 2026. As of 4:00 p.m. ET on April 16, 2026, approximately 10,271,823 shares were validly tendered and not withdrawn, representing about 17.5% of outstanding shares.
Arcellx, Inc. supplements its Schedule 14D-9 to disclose updates to the proposed acquisition by Ravens Sub, Inc./Gilead Sciences.
The filing confirms an Offer extension to April 24, 2026, HSR waiting‑period expiration on March 31, 2026, additional international filings, and newly filed shareholder lawsuits and demand letters challenging the disclosures.
Ravens Sub, Inc., a wholly owned subsidiary of Gilead Sciences, Inc., amended its Schedule TO to report results and updates to its tender offer for all outstanding shares of Arcellx, Inc. The Offer pays $115.00 per share in cash plus one contingent value right (a CVR) that may pay $5.00 on March 31, 2030 if cumulative worldwide sales of anito-cel exceed $6.0 billion on or prior to December 31, 2029. The HSR waiting period expired on March 31, 2026. As of 5:00 p.m. ET on March 31, 2026, approximately 4,389,763 shares (about 7.5% of outstanding) were validly tendered. Parent extended the Offer expiration to 5:00 p.m. ET on April 24, 2026. The filing discloses related antitrust notifications in Germany, Austria and Australia and two New York stockholder lawsuits and multiple demand letters alleging disclosure deficiencies.
Arcellx Inc Schedule 13G/A: The Vanguard Group filed Amendment No. 2 reporting 0 shares beneficially owned of Arcellx common stock following an internal realignment. The filing states certain Vanguard subsidiaries will report separately in reliance on SEC Release No. 34-39538 and that Vanguard no longer is deemed to beneficially own those securities. The amendment is dated 03/26/2026 and references the realignment on 01/12/2026.
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. recommends that stockholders accept the Offer by Ravens Sub, Inc./Gilead: $115.00 per share in cash plus one CVR (each CVR gives the holder a contingent $5.00 payment payable March 31, 2030 if cumulative worldwide sales of anito-cel exceed $6.0 billion on or prior to December 31, 2029).
The Company Board unanimously approved the Merger Agreement and recommends tendering shares. The Offer is scheduled to expire one minute after 11:59 p.m. ET on April 2, 2026. Shares issued and outstanding were 58,672,448 as of March 3, 2026.