Galligan Andrew H 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx (ACLX) Director Andrew Galligan Sells 23,613 Shares in Merger
What Happened
- Andrew H. Galligan, a director of Arcellx, disposed of a total of 23,613 shares (5,000 common shares + 18,613 option-related shares) on 2026-04-28 in connection with Arcellx’s merger with Gilead.
- The 5,000 common shares tendered were exchanged for $115.00 per share (cash) plus one contingent value right (CVR) per share. That common-share cash payment equals $575,000 and those 5,000 CVRs have a potential combined contingent value of $25,000 (at $5.00 per CVR).
- The 16,829 and 1,784 share entries are derivative dispositions (company options). Per the merger terms, options with exercise prices below the $115 closing amount were canceled and converted into a lump-sum cash payment equal to (115 − exercise price) × number of option shares, plus one CVR per option share. The filing does not disclose the option strike prices, so the exact cash paid for those derivative cancellations isn’t shown in the Form 4.
Key Details
- Transaction date: 2026-04-28 (reported same day).
- Transaction types/codes: U (change of control disposition) — 5,000 shares; D (disposition to issuer, derivative) — 16,829 and 1,784 shares.
- Total shares involved: 23,613. Total CVRs issued for these shares/options: 23,613 (potential contingent payment = 23,613 × $5 = $118,065, subject to CVR terms and conditions).
- Shares owned after transaction: not specified in the filing.
- Footnotes: (F1) Common shares tendered received $115/share cash + one CVR ($5 contingent); (F2) Options with strike < $115 were canceled and converted into cash payments per share plus one CVR per option share.
- Filing timeliness: Report filed 2026-04-28 (period of report 2026-04-28); no late filing flag noted.
Context
- These disposals are merger-related (exchange/cancellation of shares and options under the Agreement and Plan of Merger with Gilead) rather than routine open-market sales; the derivative entries reflect option cancellations and cash-out treatment, not a typical exercise-and-hold or market sale.
- The CVRs are contingent payments (up to $5 each) and are separate from the guaranteed $115 per common share; any CVR payment depends on the CVR agreement conditions.
Insider Transaction Report
Form 4Exit
Arcellx, Inc.ACLX
Galligan Andrew H
Director
Transactions
- Disposition from Tender
Common Stock
[F1]2026-04-28−5,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−16,829→ 0 totalExercise: $69.87Exp: 2035-03-18→ Common Stock (16,829 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−1,784→ 0 totalExercise: $63.68Exp: 2035-05-29→ Common Stock (1,784 underlying)
Footnotes (2)
- [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]Pursuant to the Merger Agreement, each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than the Closing Amount, was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess 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 contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger.
Signature
/s/ Michelle Gilson, as Attorney-in-Fact|2026-04-28