Gilead buys Arcellx (ACLX) for $115 cash plus CVR; holder at 0%

Rhea-AI Filing Summary

Arcellx, Inc. and Gilead Sciences completed a cash-and-CVR acquisition in which reporting holder Rami Elghandour tendered all of his Arcellx shares and now reports 0% beneficial ownership.

Under the merger, each Arcellx common share was exchanged for $115.00 in cash plus one contingent value right, which may pay $5.00 in cash upon achievement of a specified milestone. Stock options with exercise prices below $115.00 and all restricted stock units were canceled and converted into cash based on the $115.00 price plus one CVR per underlying share. Following the closing and cancellation of these equity awards, Elghandour no longer has voting or dispositive power over any Arcellx common stock.

Insights

M&A and ownership-structure analyst

Gilead’s cash-and-CVR takeover eliminates this holder’s Arcellx stake.

The filing shows Gilead Sciences completed a tender offer and merger for Arcellx. Each common share was exchanged for $115.00 in cash plus one contingent value right that could pay an additional $5.00 upon a defined milestone.

Equity incentives were also addressed. In-the-money options were canceled for a cash payment equal to the spread over $115.00 per share plus CVRs, while restricted stock units were converted into cash at $115.00 per share plus CVRs. This effectively cashes out the reporting person’s equity exposure.

After tendering all shares under support agreements and settling options and RSUs at closing on April 28, 2026, the reporting person’s beneficial ownership dropped to 0%. Subsequent company filings may provide additional context on post-merger integration within Gilead’s structure.

Key Figures

Cash merger price per share: $115.00 per share Contingent value right amount: $5.00 per CVR Beneficially owned shares after merger: 0.00 shares +3 more

6 metrics

Cash merger price per share $115.00 per share Closing Amount paid for each Arcellx common share

Contingent value right amount $5.00 per CVR Milestone payment per CVR if specified milestone is achieved

Beneficially owned shares after merger 0.00 shares Aggregate amount beneficially owned by reporting person following closing

Post-merger ownership percentage 0% Percent of Arcellx common stock class represented by reporting person’s holdings

Sole voting power after merger 0.00 shares Sole voting power reported on cover page

Closing Date April 28, 2026 Date tender offer completed and merger closed

Key Terms

contingent value right, tender offer, Agreement and Plan of Merger, beneficially owned, +2 more

6 terms

contingent value right financial

"one contractual contingent value right per share (each, a "CVR," and each CVR together with the Closing Amount, the "Merger Consideration")"

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.

tender offer financial

"Purchaser completed a tender offer to purchase (the "Offer") all of the Issuer's outstanding common stock"

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.

Agreement and Plan of Merger regulatory

"the Issuer entered into an Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement")"

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.

beneficially owned financial

"the Reporting Person ceased to beneficially own any shares of common stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

restricted stock units financial

"each award of restricted stock units with respect to shares of common stock (each, a "Company RSU") that was outstanding"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sole dispositive power financial

"Regarding sole power to dispose of shares, see Row 9 of the cover page."

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Arcellx, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

03940C100

(CUSIP Number)

Rami Elghandour
c/o Arcellx, Inc., 800 Bridge Parkway
Redwood City, CA, 94065
(240) 327-0630

(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

Rami Elghandour

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)

PF

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, par value $0.001 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. 3 ("Amendment No. 3") amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Rami Elghandour on November 8, 2024 as amended on February 27, 2025 and February 24, 2026 (as amended, the "Schedule 13D") with respect to shares of common stock, par value $0.001 per share ("common stock"), of Arcellx, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Tender Offer and Closing of the Merger 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 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 to purchase (the "Offer") all of the Issuer's outstanding common stock in exchange for (x) $115.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes (the "Closing Amount"), and (y) one contractual contingent value right per share (each, a "CVR," and each CVR together with the Closing Amount, the "Merger Consideration"), which represents the right to receive one contingent milestone payment of $5.00 per CVR, in cash, without interest and subject to any required withholding of taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement. Following the consummation of the Offer, on April 28, 2026 (the "Closing Date"), Purchaser merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of common stock (subject to certain exceptions) was converted into the right to receive the Merger Consideration from Purchaser. Pursuant to the terms of the Merger Agreement, at the Effective Time, (A) each option to purchase shares of common stock (each, a "Company Option") that was outstanding and unexercised, 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 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, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the Effective Time and (B) each award of restricted stock units with respect to shares of common stock (each, a "Company RSU") that was outstanding, whether or not vested, was canceled and converted into the right to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the Effective Time (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof) and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the Effective Time. Pursuant to the support agreements described in Item 4 of Amendment No. 2 to this Schedule 13D, the Reporting Person tendered all shares of common stock held by him in the Offer, and as a result of the cancellation of Company RSUs and Company Options pursuant to the Merger Agreement, following the Closing Date, the Reporting Person ceased to beneficially own any shares of common stock.
Item 5.	Interest in Securities of the Issuer
(a)	Regarding aggregate beneficial ownership, see Row 11 of the cover page. Regarding percentage beneficial ownership, see Row 13 of the cover page. Regarding sole power to vote shares, see Row 7 of the cover page. Regarding shared power to vote shares, see Row 8 of the cover page. Regarding sole power to dispose of shares, see Row 9 of the cover page. Regarding shared power to dispose of shares, see Row 10 of the cover page.
(b)	Regarding aggregate beneficial ownership, see Row 11 of the cover page. Regarding percentage beneficial ownership, see Row 13 of the cover page. Regarding sole power to vote shares, see Row 7 of the cover page. Regarding shared power to vote shares, see Row 8 of the cover page. Regarding sole power to dispose of shares, see Row 9 of the cover page. Regarding shared power to dispose of shares, see Row 10 of the cover page.
(c)	Except as set forth in this Schedule 13D, certain share transfers for estate planning purposes, and a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of Company RSUs, the Reporting Person has not effected any transaction in the securities of the Issuer during the past 60 days.
(d)	Not applicable
(e)	Following the Closing Date, the Reporting Person ceased to beneficially own any shares of common stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6, as applicable.

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.

Rami Elghandour

Signature:	/s/ Rami Elghandour
Name/Title:	Rami Elghandour
Date:	04/28/2026

FAQ

What did Gilead pay to acquire Arcellx (ACLX) common stock?

Gilead, through a subsidiary, acquired each Arcellx share for $115.00 in cash plus one contingent value right (CVR). Each CVR represents a potential $5.00 cash milestone payment if a specified milestone is achieved under a contingent value rights agreement.

What happened to Rami Elghandour’s ownership of Arcellx (ACLX)?

Rami Elghandour tendered all of his Arcellx common shares into the offer and had his options and RSUs cashed out under the merger terms. After closing, he reports 0 shares beneficially owned and 0% of the common stock, with no voting or dispositive power.

How were Arcellx (ACLX) stock options treated in the Gilead merger?

Each in-the-money Arcellx stock option was canceled at the merger effective time and converted into cash equal to the spread over $115.00 per share, multiplied by shares, plus one CVR per underlying share, all subject to applicable tax withholding.

How were Arcellx (ACLX) restricted stock units handled at closing?

Each Arcellx restricted stock unit was canceled at the effective time and converted into a lump-sum cash payment equal to $115.00 per underlying share plus one CVR per share. Performance-based RSUs used actual performance levels determined in connection with the merger.

What is the contingent value right (CVR) in the Arcellx (ACLX) merger?

Each Arcellx share, option share, or RSU share received one CVR, representing the right to a $5.00 cash milestone payment if a specified milestone is achieved. Payment terms and conditions are defined in a separate contingent value rights agreement.

When did the Arcellx (ACLX) tender offer and merger with Gilead close?

The tender offer to purchase Arcellx shares was completed on April 28, 2026, and on the same date the acquisition closed via a merger. At the effective time, Arcellx became a wholly owned subsidiary of Gilead Sciences through its merger subsidiary.