Behbahani Ali 4

What Happened Ali Behbahani, a director (reporting as trustee of the Behbahani Revocable Trust), disposed of a total of 33,275 economic interests in Arcellx on April 28, 2026 as part of the company’s merger with Gilead. That includes 4,631 common shares tendered in the change-of-control offer (1,925 + 2,706 shares) exchanged for $115.00 per share in cash (total cash for those common shares = $532,565) plus one contingent value right (CVR) per share. The remaining 28,644 items reported as derivative dispositions (11,459; 8,011; 9,174) reflect cancellation/cash-out of outstanding options under the merger agreement; those option cancellations resulted in cash payments equal to (Closing Amount − exercise price) × number of option shares (specific cash amounts depend on each option’s exercise price) and one CVR per share.

Key Details

• Transaction date: April 28, 2026 (filed same day).
• Reported dispositions: 4,631 common shares (change-of-control tender) + 28,644 derivative shares (options canceled) = 33,275 total.
• Cash received for common shares: $115.00 per share → $532,565 total; option cash payments vary by exercise price per footnote.
• CVRs: One CVR was issued per share/option share exchanged; each CVR entitles holder to a contingent $5.00 payment if payout conditions are met (total potential CVR value for 33,275 CVRs = $166,375 if paid).
• Footnotes: Transactions occurred pursuant to the Merger Agreement with Gilead (Feb 22, 2026). Options with exercise price below $115 were cancelled and converted into cash + one CVR per share. Reporting person is trustee of the Behbahani Trust and disclaims direct beneficial ownership for trust-held securities.
• Shares owned after transaction: not specified in the filing.

Context These dispositions were part of a negotiated takeover/tender offer—common shares were exchanged for the merger closing amount ($115/share) and option awards were cashed out per the merger terms, not open-market sales. The inclusion of CVRs means holders may receive an additional $5.00 per unit if contingency conditions are satisfied. Because the moves are merger-driven and include option cancellations under the deal, they reflect transaction mechanics rather than an independent trading decision by the insider.