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.
Gilead Sciences, through its wholly owned subsidiary Ravens Sub, Inc., is offering to acquire Arcellx, Inc. by purchasing all outstanding common shares at $115.00 per share in cash plus one contingent value right (CVR) that can 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 Schedule TO states 58,672,448 shares were outstanding as of March 3, 2026, and the Offer is not subject to a financing condition. The merger agreement and offer documents are filed as exhibits.
Arcellx Inc. Schedule 13G/A discloses that T. Rowe Price Investment Management, Inc. beneficially owned 2,653,848 shares of Arcellx common stock, representing 4.5% of the class as of 02/28/2026. The filing states sole voting power of 2,503,059 shares and sole dispositive power of 2,647,494. Item 5 notes ownership of 5 percent or less of a class.
FMR LLC reports beneficial ownership of 309,117.46 shares (0.5%) of Arcellx Inc common stock. The amendment to Schedule 13G/A lists sole dispositive power for FMR LLC of 309,117.46 shares and shows Abigail P. Johnson with dispositive power for the same share amount.
The filing cites addresses for FMR LLC and Arcellx and is signed and dated 03/05/2026.
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.
E-Trade Financial Corporation submitted a Form 144 notice indicating proposed sales of Common Stock tied to Restricted Stock Units vesting on 01/02/2026, 01/03/2026, and 01/06/2026. The filing lists quantities of 55,459, 53,098, and 55,991 shares respectively.
The entries identify the securities as Restricted Stock Units by the issuer and record NASDAQ as the market; the Form 144 records these planned dispositions rather than completed open-market trades.
Arcellx outlines a major transition as it moves toward a potential acquisition by Gilead and advances its lead CAR‑T therapy, anito‑cel, for multiple myeloma. Gilead has agreed to acquire all shares via a tender offer for $115.00 in cash per share plus a contingent value right paying $5.00 in cash if cumulative worldwide anito‑cel sales exceed $6.0 billion by December 31, 2029. The company has submitted a Biologics License Application for anito‑cel in late‑line relapsed or refractory multiple myeloma, which the FDA has accepted with a Prescription Drug User Fee Act target action date of December 23, 2026. Pivotal Phase 2 data from the iMMagine‑1 trial showed a 96% overall response rate, a 74% complete or stringent complete response rate, and encouraging progression‑free and overall survival estimates, with no delayed neurotoxicities reported. A global Phase 3 trial in earlier‑line patients is underway with partner Kite, and Arcellx is expanding its D‑Domain platform into additional cancers and autoimmune diseases while highlighting a strong diversity‑focused corporate culture.
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.
E-TRADE FINANCIAL CORPORATION reported insider sales of common stock on a Form 144. The filing lists aggregate recent transactions of 11,291 shares on 02/17/2026 for $784,782.47 and 8,384 shares on 02/19/2026 for $572,567.73.
The cover details common stock with an indicated figure of 57,917,336 shares and an entry date of 02/25/2026. The filing also shows 20,530 Restricted Stock Units dated 01/06/2026.
Arcellx, Inc. is set to be acquired under a tender offer backed by a major shareholder group led by New Enterprise Associates. Gilead Sciences, through a subsidiary, agreed to launch an offer for all Arcellx common shares at $115.00 in cash per share plus one contingent value right (CVR) that may pay an additional $5.00 in cash if a specified milestone is achieved.
Following completion of the offer, Arcellx will merge with the Gilead subsidiary, with Arcellx surviving. NEA 15 holds 3,045,262 Arcellx shares, representing 5.3% of the common stock based on 57,822,871 shares outstanding as of October 31, 2025. NEA 15 and certain other stockholders entered into support agreements committing to tender their shares and vote in favor of the merger, while generally opposing competing acquisition proposals.