Lubner David Charles 4

What Happened

• David C. Lubner, a director of Arcellx, disposed of a total of 216,666 shares on April 28, 2026 in connection with the company’s merger with Gilead Sciences. Under the merger/tender offer, each common share was exchanged for $115.00 in cash plus one contingent value right (CVR) that can pay $5.00 if certain conditions are met. The cash component for the shares totals about $24.9 million; the CVRs represent an additional contingent payment of up to $1.083 million (216,666 × $5), subject to the CVR terms. Several of the reported dispositions were of derivative awards (options) that were cancelled and converted into cash and CVRs under the merger agreement.

Key Details

• Transaction date: 2026-04-28; Filing date: 2026-04-28 (timely).
• Reported dispositions: 216,666 total shares (breakdown: 21,659 change-of-control shares; remaining 195,007 were dispositions to the issuer tied to derivative/option cancellations).
• Consideration: $115.00 per share in cash (Closing Amount) + one CVR per share (contingent $5 payment) per Merger Agreement (see footnote F1).
• Derivative treatment: Per footnote F2, options with exercise prices below $115 were cancelled and converted into a lump-sum cash payment equal to (115 − exercise price) × shares, plus one CVR per share.
• Shares owned after transaction: not reported in the provided Form 4 extract.
• Filing was not marked late; these were merger-related transfers (dispositions to issuer/change of control), not open-market sales.

Context

• These transactions arise from a corporate change of control (tender offer and subsequent merger), so they reflect the deal consideration rather than a director selling shares on the open market. The CVR payments are contingent and not guaranteed; the cash payments are the primary, completed consideration.