Carroll Jill 4

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.