GILEAD SCIENCES, INC. 8-K

What Happened Gilead Sciences announced on April 28, 2026 that it completed its acquisition of Arcellx, Inc. The transaction followed a tender offer that began March 6, 2026 and expired April 27, 2026. Under the deal, Arcellx shareholders received $115 in cash per share plus one contingent value right (CVR) per share tied to anito‑cabtagene autoleucel (anito‑cel) sales milestones. The merger was effected on April 28, 2026 pursuant to Section 251(h) of the Delaware General Corporation Law, with Arcellx continuing as a wholly owned subsidiary of Gilead.

Key Details

• Tender offer: commenced March 6, 2026; expired April 27, 2026. 38,795,604 shares were validly tendered and not withdrawn.
• Ownership/approval: tendered shares plus shares already owned by Gilead represented ~77.2% of Arcellx’s outstanding shares, exceeding the majority condition to close.
• Consideration: $115.00 cash per share (net, no interest) plus one CVR per share; the CVR entitles holders to a single $5.00 cash payment payable March 31, 2030 if cumulative worldwide sales of anito‑cel exceed $6.0 billion by December 31, 2029.
• Transaction cost: aggregate cash and related payments used to complete the offer and merger were approximately $7.1 billion.

Why It Matters This filing confirms Gilead has added Arcellx and its lead cell therapy candidate, anito‑cel, to Gilead’s portfolio. The deal structure (cash up front plus a CVR tied to future sales) limits near‑term cash exposure while preserving upside if anito‑cel achieves high sales. Investors should note the one‑time cash payout already paid to tendering shareholders and the contingent nature of the additional $5 CVR payment, which depends on substantial future product sales by the end of 2029.