Gilead buys Arcellx (ACLX) for $115 per share plus $5 CVR

Rhea-AI Filing Summary

New Enterprise Associates and related managers report that they no longer beneficially own any Arcellx (ACLX) common stock. This Schedule 13D/A Amendment No. 6 follows Gilead’s acquisition of Arcellx, completed via a tender offer and merger on April 28, 2026.

Under the merger terms, Gilead’s subsidiary purchased all outstanding Arcellx shares for $115.00 in cash per share, plus one contractual contingent value right per share, which may pay an additional $5.00 in cash upon achieving a specified milestone. After tendering all of their shares into the offer, the reporting funds’ beneficial ownership fell to 0.00 shares, or 0% of Arcellx’s outstanding common stock.

Insights

Event-driven equity analyst

Gilead’s cash-and-CVR takeover ends NEA’s stake in Arcellx.

This amendment confirms the closing mechanics of Gilead’s acquisition of Arcellx. Gilead’s subsidiary completed a tender offer on April 28, 2026, purchasing all outstanding common shares and then merging with Arcellx, which survives as a wholly owned subsidiary.

Shareholders received $115.00 in cash per share plus one contingent value right promising up to an additional $5.00 in cash on a defined milestone. The filing states that the NEA funds tendered all of their shares, reducing their beneficial ownership to 0%, so they are no longer significant holders after the deal closes.

Key Figures

Cash consideration per share: $115.00 per share Contingent value right amount: $5.00 per CVR Beneficial ownership after transaction: 0.00 shares +2 more

5 metrics

Cash consideration per share $115.00 per share Tender offer price for each Arcellx common share

Contingent value right amount $5.00 per CVR Potential additional cash payment per contingent value right

Beneficial ownership after transaction 0.00 shares Aggregate amount beneficially owned by each reporting person

Post-transaction ownership percentage 0% Percent of Arcellx common stock class represented after tender

Date of tender offer completion April 28, 2026 Offer completion and merger date

Key Terms

Agreement and Plan of Merger, tender offer, contingent value right, beneficially own, +1 more

5 terms

Agreement and Plan of Merger regulatory

"the Issuer entered into an Agreement and Plan of Merger, dated as of 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

"Purchaser completed a tender offer (the "Offer") to purchase all of the issued and outstanding shares"

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 (each, a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR"

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.

beneficially own regulatory

"The Reporting Persons do not beneficially own any shares of Common Stock."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D/A regulatory

"This Amendment No. 6 ("Amendment No. 6") to amends and supplements the originally filed"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Arcellx, Inc.

(Name of Issuer)

Common Stock $0.001 par value per share

(Title of Class of Securities)

03940C100

(CUSIP Number)

Stephanie Brecher
New Enterprise Associates, 1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

New Enterprise Associates 15, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

NEA Partners 15, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

NEA 15 GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

Forest Baskett

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 03940C100

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock $0.001 par value per share
(b)	Name of Issuer: Arcellx, Inc.
(c)	Address of Issuer's Principal Executive Offices: 800 Bridge Parkway, Redwood City, CALIFORNIA , 94065.
Item 1 Comment: This Amendment No. 6 ("Amendment No. 6") to Schedule 13D amends and supplements the Schedule 13D originally filed on February 17, 2022 (the "Schedule 13D"), Amendment No. 1 thereto filed on January 24, 2023 ("Amendment No. 1"), Amendment No. 2 thereto filed on June 23, 2023 ("Amendment No. 2"), Amendment No. 3 thereto filed on May 12, 2025 ("Amendment No. 3"), Amendment No. 4 thereto filed on August 14, 2025 ("Amendment No. 4") and Amendment No. 5 thereto filed on February 24, 2026 ("Amendment No. 5"), relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 6 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto).
Item 2.	Identity and Background
(a)	New Enterprise Associates 15, L.P. ("NEA 15"), NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and, together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi") and Scott D. Sandell ("Sandell") (together, the "Managers"). The Managers are the managers of NEA 15 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the principal business office of NEA 15, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Makhzoumi is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
(c)	The principal business of NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities and a number of affiliated partnerships with similar businesses.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	NEA 15 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	As previously disclosed by the Issuer on February 23, 2026, the Issuer entered into an Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), with Gilead Sciences, Inc., a Delaware corporation ("Parent") and Ravens Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on April 28, 2026, Purchaser completed a tender offer (the "Offer") to purchase all of the issued and outstanding shares of Common Stock of the Issuer in exchange for (i) $115.00 per share of Common Stock, net to the seller in cash, without interest and subject to any applicable withholding tax, and (ii) one contractual contingent value right (each, a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR, in cash, without interest and subject to any applicable withholding tax, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement. Pursuant to the Support Agreements, NEA 15 tendered all of its shares of Common Stock in the Offer, which shares were accepted for payment by Purchaser. Following the consummation of the Offer, on April 28, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent. The foregoing descriptions of the Merger Agreement and the Support Agreements are qualified in their entirety by reference to the full text of such agreements. The Merger Agreement and the form of Support Agreement are included as Exhibit 2.1 and Exhibit 10.1, respectively, of Issuer's Form 8-K, filed with the Securities and Exchange Commission on February 23, 2026 and are incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons do not beneficially own any shares of Common Stock.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
(c)	Except as set forth in Item 4 above, none of the Reporting Persons has effected any transaction in the NEA 15 Shares during the last 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e)	Each of the Reporting Persons has ceased to own beneficially five percent (5%) or more of the Issuer's Common Stock as of April 28, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided and incorporated by reference in Item 4 is hereby incorporated by reference to the extent responsive to this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

New Enterprise Associates 15, L.P.

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	04/30/2026

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	04/30/2026

NEA Partners 15, L.P.

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	04/30/2026

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	04/30/2026

NEA 15 GP, LLC

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr., Managing Partner and Co-Chief Executive Officer
Date:	04/30/2026

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	04/30/2026

Forest Baskett

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Forest Baskett
Date:	04/30/2026

Anthony A. Florence, Jr.

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Anthony A. Florence Jr.
Date:	04/30/2026

Mohamad H. Makhzoumi

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Mohamad H. Makhzoumi
Date:	04/30/2026

Scott D. Sandell

Signature:	/s/ Nicole Hatcher
Name/Title:	Nicole Hatcher as attorney-in-fact for Scott D. Sandell
Date:	04/30/2026

Comments accompanying signature:

This Amendment No. 6 to Schedule 13D was executed by Nicole Hatcher on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

FAQ

What does the ACLX Schedule 13D/A Amendment No. 6 disclose?

It discloses that New Enterprise Associates funds and related managers now beneficially own zero Arcellx shares. This follows Gilead’s completed tender offer and merger, after which Arcellx became a wholly owned Gilead subsidiary and the reporting group’s ownership fell below five percent.

What did Arcellx (ACLX) shareholders receive in the Gilead transaction?

Shareholders received $115.00 in cash per share plus one contingent value right. Each CVR entitles holders to a potential $5.00 additional cash payment if a specified milestone is achieved under the contingent value rights agreement’s terms and conditions.

When was the Gilead tender offer for Arcellx (ACLX) completed?

The Gilead subsidiary’s tender offer for all issued and outstanding Arcellx common shares was completed on April 28, 2026. On the same date, the subsidiary merged with Arcellx, leaving Arcellx as a wholly owned subsidiary of Gilead Sciences, Inc.

Do New Enterprise Associates funds still own Arcellx (ACLX) stock?

According to the filing, the reporting persons do not beneficially own any Arcellx common stock. They tendered all of their shares into Gilead’s offer, and the aggregate amount beneficially owned is reported as 0.00 shares, representing 0% of the outstanding class.

What is the role of the contingent value right in the ACLX deal?

Each Arcellx share received one contingent value right in addition to cash. The CVR represents the right to a single $5.00 cash payment if a defined milestone is achieved, as described in the contingent value rights agreement referenced in the company’s Form 8-K.

Why did New Enterprise Associates file this Schedule 13D/A for ACLX?

They filed Amendment No. 6 to update prior ownership disclosures following the Gilead transaction. After tendering all shares into the offer and completion of the merger, each reporting person ceased to beneficially own five percent or more of Arcellx common stock as of April 28, 2026.