Arcellx, Inc. 8-K

What Happened

• On February 22, 2026 Arcellx, Inc. (ACLX) entered into a definitive Agreement and Plan of Merger with Gilead Sciences, Inc. (Parent) and its subsidiary Ravens Sub, Inc. (Purchaser). The deal is a two-step transaction: a cash tender offer followed by a merger under Delaware law.
• The Offer Price is $115.00 in cash per Arcellx share plus one contingent value right (CVR) per share. The parties announced the deal publicly on February 23, 2026; the FDA also accepted the Biologics License Application (BLA) for Arcellx’s anito‑cel product the same day.

Key Details

• Offer consideration: $115.00 cash per share plus one CVR; each CVR gives the holder a contractual right to a single $5.00 cash payment if cumulative worldwide Sales of anito‑cel exceed $6.0 billion on or before December 31, 2029.
• Timing & conditions: Offer will remain open at least 20 business days; Purchaser must validly tender >50% of outstanding shares (50% + 1 share) to close. Closing is subject to customary conditions including HSR and other antitrust clearances; there is no financing condition.
• Treatment of awards: In the merger, in‑the‑money options (exercise price < $115) will be cashed out for the spread times shares plus one CVR per share; options with exercise price ≥ $115 will be canceled for no payment. RSUs will be cashed out at $115 per share plus one CVR per share (performance RSUs adjusted based on actual performance as determined by the Board).
• Support and termination: Support stockholders controlling ~10.3% of shares have agreed to tender and support the transaction. If the Merger Agreement is terminated in certain circumstances, Arcellx may owe a $260,000,000 termination fee to Parent.

Why It Matters

• For Arcellx stockholders this is a proposed acquisition that delivers immediate cash consideration of $115 per share plus a potential additional $5 per share tied to commercial success of anito‑cel — a material premium and a contingent upside linked to product sales milestones.
• Completion is not guaranteed: the transaction requires a majority tender, regulatory clearances and other customary closing conditions. The FDA’s BLA acceptance for anito‑cel (announced with the deal) is a key regulatory milestone relevant to the CVR payout trigger but does not guarantee CVR payment.
• Retail investors should watch for the formal tender offer materials (Schedule TO) and Arcellx’s recommendation statement (Schedule 14D-9) when filed; those documents will include deadlines, instructions for tendering, and further detail on timing and conditions.