GILEAD SCIENCES, INC. 8-K

What Happened Gilead Sciences (Parent) entered into a merger agreement to acquire Arcellx by having its subsidiary commence a cash tender offer for all outstanding Arcellx shares at $115.00 per share plus one contingent value right (CVR) per share. The CVR would entitle holders to a single $5.00 cash payment if cumulative worldwide sales of Arcellx’s anito‑cabangtagene autoleucel (anito‑cel) exceed $6.0 billion on or before December 31, 2029. The tender offer will initially remain open for at least 20 business days and must result in valid tenders (together with shares already owned by the buyer and affiliates) of more than 50% of Arcellx’s shares for the purchaser to be obligated to complete the offer; the parties expect to effect a short-form merger under Delaware law thereafter. The 8‑K also discloses that on Feb 23, 2026 the FDA accepted Arcellx’s Biologics License Application for anito‑cel.

Key Details

• Consideration: $115.00 per share in cash plus one CVR; each CVR pays $5.00 if anito‑cel cumulative sales exceed $6.0B by 12/31/2029.
• Deal mechanics & timing: Offer open at least 20 business days; buyer must obtain tendered shares representing >50%+1 of outstanding shares; merger to follow via Section 251(h) of Delaware law.
• Support & termination: Insiders and certain investors holding ~10.3% of shares signed tender/support agreements in favor of the transaction; the agreement includes a $260 million termination fee payable by Arcellx in specified circumstances.
• CVR features: CVRs are contractual, non‑transferable in most cases, not tradable or SEC‑registered, have no voting or dividend rights and do not represent equity.

Why It Matters This is a strategic, material acquisition announcement: Gilead is paying $115 per share up front and tying additional potential upside to the commercial success of anito‑cel via a capped $5 CVR payout tied to a high sales milestone. The transaction’s completion depends on shareholder tender levels, customary regulatory approvals (including HSR/antitrust clearances), and other customary conditions. For Arcellx shareholders, the immediate value is the $115 cash offer plus a contingent payment that only pays if anito‑cel achieves substantial sales by the milestone date; for Gilead investors, the deal expands its cell‑therapy portfolio but involves execution, regulatory and commercial risks tied to anito‑cel.