Elghandour Rami 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx CEO Rami Elghandour Sells Shares in Merger
What Happened
- Rami Elghandour — President, Chief Executive Officer and Chairman of Arcellx (ACLX) — disposed of a total of 5,032,076 shares (including common stock tendered and derivative awards converted/cancelled) on April 28, 2026 as part of the company’s acquisition by Gilead.
- Per the Merger Agreement, each share was exchanged for $115.00 in cash (the “Closing Amount”) plus one contingent value right (CVR) that may pay up to $5.00 per CVR if conditions are met. The disclosed transactions correspond to approximately $578,688,740 in cash consideration and up to an additional $25,160,380 in contingent CVR value (total potential consideration ≈ $603.8M).
- Many of the reported entries are derivative conversions (options and restricted stock units) that were cancelled and converted into the cash payment and CVR per the merger terms, not open‑market sales.
Key Details
- Transaction date: 2026-04-28 (reported on Form 4 filed 2026-04-28).
- Consideration: $115.00 per share cash + 1 CVR per share (CVR may pay up to $5.00 subject to terms).
- Total shares/options disposed: 5,032,076; cash received ≈ $578.7M; potential CVR upside ≈ $25.16M.
- Transaction types: dispositions to issuer (D) and dispositions in change of control (U); several grants (A) shown were immediately converted/cancelled and then disposed.
- Notable footnotes: F1 (Merger Agreement/tender offer and CVR structure), F5 & F8 (options and RSUs cancelled and converted into cash + CVRs), F2–F4 (some shares held in spousal trusts/charitable foundation with related disclosures).
- Shares owned after transaction: not specified in the filing; Arcellx became a wholly owned subsidiary of Gilead after the merger.
- Filing timing: report filed the same date as the transactions (no late filing indicated).
Context
- These transactions are merger-related conversions/settlements (cash + contingent CVR) rather than open-market insider selling — a routine outcome when a company is acquired. Derivative items (options/RSUs) were canceled per the merger terms and paid out in cash plus CVRs.
- For retail investors: such dispositions reflect the corporate transaction mechanics of an acquisition and do not necessarily signal the insider’s ongoing market view. The CVR payment is contingent and not guaranteed.
Insider Transaction Report
Form 4Exit
Arcellx, Inc.ACLX
Elghandour Rami
DirectorSEE REMARKS
Transactions
- Disposition to Issuer
Restricted Stock Unit
[F7][F8]2026-04-28−55,459→ 0 total→ Common Stock (55,459 underlying) - Disposition from Tender
Common Stock
[F1]2026-04-28−174,887→ 0 total - Disposition from Tender
Common Stock
[F1][F2]2026-04-28−198,000→ 0 total(indirect: By Trust) - Disposition from Tender
Common Stock
[F1][F3]2026-04-28−218,500→ 0 total(indirect: By Trust) - Disposition from Tender
Common Stock
[F1][F4]2026-04-28−101,164→ 0 total(indirect: By Foundation) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-04-28−1,068,005→ 0 totalExercise: $6.28Exp: 2031-06-09→ Common Stock (1,068,005 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-04-28−837,602→ 0 totalExercise: $6.28Exp: 2031-06-09→ Common Stock (837,602 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-04-28−120,000→ 0 totalExercise: $19.97Exp: 2032-09-28→ Common Stock (120,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-04-28−245,065→ 0 totalExercise: $31.03Exp: 2033-01-03→ Common Stock (245,065 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5]2026-04-28−255,965→ 0 totalExercise: $56.15Exp: 2034-01-02→ Common Stock (255,965 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F5][F6]2026-04-28−810,102→ 0 total(indirect: By Trust)Exercise: $15.00Exp: 2032-02-03→ Common Stock (810,102 underlying) - Disposition to Issuer
Restricted Stock Unit
[F7][F8]2026-04-28−167,973→ 0 total→ Common Stock (167,973 underlying) - Disposition to Issuer
Restricted Stock Unit
[F7][F8]2026-04-28−208,333→ 0 total→ Common Stock (208,333 underlying) - Award
Performance-based Restricted Stock Unit
[F7][F8]2026-04-28+147,745→ 147,745 total→ Common Stock (147,745 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit
[F7][F8]2026-04-28−147,745→ 0 total→ Common Stock (147,745 underlying) - Award
Performance-based Restricted Stock Unit
[F7][F8]2026-04-28+284,388→ 284,388 total→ Common Stock (284,388 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit
[F7][F8]2026-04-28−284,388→ 0 total→ Common Stock (284,388 underlying) - Award
Performance-based Restricted Stock Unit
[F7][F8]2026-04-28+138,888→ 138,888 total→ Common Stock (138,888 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit
[F7][F8]2026-04-28−138,888→ 0 total→ Common Stock (138,888 underlying)
Footnotes (8)
- [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]Shares held by a spousal lifetime access non-grantor trust, of which the Reporting Person's spouse is the beneficiary and for which the Reporting Person may be deemed to have Section 16 beneficial ownership. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
- [F3]Shares held by a spousal lifetime access non-grantor trust of which the Reporting Person is a beneficiary and for which the Reporting Person may be deemed to have Section 16 beneficial ownership. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
- [F4]Shares held by a family charitable foundation of which the Reporting Person serves as the President. The Reporting Person has voting and investment power over all securities owned by the foundation.
- [F5]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.
- [F6]By trust
- [F7]Each restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F8]Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, 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 Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger.
Signature
/s/ Michelle Gilson, as Attorney-in-Fact|2026-04-28