Elghandour Rami 4

What Happened
Rami Elghandour — President, CEO and Chairman of Arcellx, Inc. — transferred (gifted) 198,000 shares of ACLX on February 11, 2026. The transaction is reported as a gift (code G) for no consideration (reported price $0.00). The Form 4 was filed on February 13, 2026.

Key Details

• Transaction date: 2026-02-11 (reported on Form 4 filed 2026-02-13)
• Transaction type/code: Gift (G) — 198,000 shares disposed; reported price $0.00
• Shares owned after transaction: Not specified in the provided filing excerpt
• Footnote: Shares were transferred to a spousal lifetime access non-grantor trust for which the reporting person’s spouse is the beneficiary; Elghandour may still be deemed to beneficially own the shares under Section 16 (footnote F1). He also disclaims beneficial ownership except to the extent of any pecuniary interest.
• Timeliness: Filing appears timely (Form 4 filed two days after the transaction).

Context
Gifts to family trusts are commonly estate- or tax-planning moves and are not the same as open-market sales or purchases; they do not necessarily signal the insider’s view of the company’s prospects. Because the recipient trust names the insider’s spouse as beneficiary and the filing notes potential continued Section 16 beneficial ownership, this transfer may not fully remove the reporting person’s Section 16 reporting obligations.