Patel Kavita 4

4 · Arcellx, Inc. · Filed Apr 28, 2026

AI-generated summary of this filing

Updated Apr 28, 2026

Arcellx (ACLX) Director Kavita Patel Surrenders 76,234 Derivative Shares

What Happened

Kavita Patel, a director of Arcellx, reported dispositions to the issuer on 2026-04-28 totaling 76,234 derivative shares (five separate line items: 27,077; 20,513; 11,459; 8,011; 9,174). The Form 4 shows these as derivative dispositions (code D) with no per‑share price reported (N/A), reflecting cancellation/conversion rather than an open‑market sale.

Key Details

Transaction date: 2026-04-28 (filed same day).
Transaction type/code: Disposition to issuer (D) of derivative securities (options/cancelled awards); price reported as N/A.
Total shares disposed: 76,234 (sum of the five reported dispositions).
Shares owned after transaction: Not disclosed in the provided filing excerpt.
Footnote: Per the merger agreement (Feb 22, 2026) with Gilead, company options with exercise price below $115 were cancelled and converted into (i) a lump‑sum cash payment equal to the excess of the $115 Closing Amount over the option exercise price times the number of shares, and (ii) one contingent value right (CVR) per share subject to the option.
Timeliness: Filing date equals the reported transaction date (appears timely).

Context

These were not open‑market sales. The dispositions reflect merger-related cancellation/conversion of options into cash and CVRs under the Gilead merger, so they represent contractually required settlements rather than trading decisions by the insider. Such transactions are common in M&A and should be interpreted as corporate‑transaction outcomes, not necessarily a signal of the insider’s view on the stock.

Form 4Exit

Period: 2026-04-28

Director

Transactions

Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-04-28−27,077→ 0 total
Exercise: $6.66Exp: 2031-12-07→ Common Stock (27,077 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-04-28−20,513→ 0 total
Exercise: $15.00Exp: 2032-02-03→ Common Stock (20,513 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-04-28−11,459→ 0 total
Exercise: $37.94Exp: 2033-06-14→ Common Stock (11,459 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-04-28−8,011→ 0 total
Exercise: $51.30Exp: 2034-05-28→ Common Stock (8,011 underlying)
Disposition to Issuer
Stock Option (right to buy)
[F1]
2026-04-28−9,174→ 0 total
Exercise: $63.68Exp: 2035-05-29→ Common Stock (9,174 underlying)

Footnotes (1)

[F1]Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (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

1 file