Carroll Jill 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx (ACLX) Director Jill Carroll Sells 1.48M Shares
What Happened
- Jill Carroll, a director of Arcellx, reported dispositions on 2026-04-28 related to the company’s acquisition by Gilead. She (through an affiliated fund per the filing) tendered 1,479,148 Arcellx common shares that were exchanged for $115.00 per share under the merger offer (≈ $170,102,020 cash) and received one contingent value right (CVR) per share (each CVR represents a potential $5 payment if triggered). In addition, three derivative dispositions totaling 28,644 option‑equivalent shares (11,459; 8,011; 9,174) were delivered to the issuer and, per the merger terms, were canceled/converted into cash consideration (amounts depend on each option’s exercise price) plus one CVR per option share.
Key Details
- Transaction date: 2026-04-28. Public filing: 2026-04-28.
- Price/consideration: $115.00 per common share (Closing Amount) for shares tendered; plus one CVR per share (potential $5.00 contingent payment). Total cash for 1,479,148 shares ≈ $170,102,020; CVR contingent value ≈ $7,395,740 if paid.
- Derivative dispositions: 28,644 option shares were canceled/converted under the merger agreement; cash amounts for those depend on each option’s exercise price (not specified in the filing).
- Beneficial ownership note: The reported securities are directly held by SR One Capital Fund I Aggregator, LP. Jill Carroll is an affiliated partner and disclaims beneficial ownership except to the extent of any pecuniary interest (per filing footnote).
- Transaction codes: U = disposition in connection with a change in control; D = disposition to the issuer (derivative cancellation). No late filing indicated.
Context
- These were merger-related dispositions under the Arcellx–Gilead Agreement and Plan of Merger: public shareholders who tendered shares received $115/share plus one CVR; in-the‑money options were canceled and converted into cash payments plus CVRs. This is a corporate transaction tied to the change in control rather than an open-market sale by an insider.
Insider Transaction Report
Form 4Exit
Arcellx, Inc.ACLX
Carroll Jill
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-04-28−1,479,148→ 0 total(indirect: See Note 2) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−11,459→ 0 totalExercise: $37.94Exp: 2033-06-14→ Common Stock (11,459 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−8,011→ 0 totalExercise: $51.30Exp: 2034-05-28→ Common Stock (8,011 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−9,174→ 0 totalExercise: $63.68Exp: 2035-05-29→ Common Stock (9,174 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent.
- [F2]The securities are directly held by SR One Capital Fund I Aggregator, LP ("SR One Fund I Aggregator"). SR One Capital Partners I, LP ("SR One Partners I") serves as the general partner of SR One Fund I Aggregator. The Reporting Person is a partner of SR One Capital Management, LP ("SR One Capital Management"), an entity affiliated with SR One Fund I Aggregator, and a limited partner of SR One Partners I. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
- [F3]Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), 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 of the holder 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 of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger.
Signature
/s/ Sasha Keough, attorney-in-fact for Jill Carroll|2026-04-28