Elghandour Rami 4

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.