Heery Christopher 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx CMO Christopher Heery Disposes 552,069 Shares in Merger
What Happened
- Christopher Heery, Chief Medical Officer of Arcellx (ACLX), had 552,069 derivative and equity-related shares converted and disposed as part of Arcellx’s merger with Gilead. The filing shows multiple dispositions (including a change-of-control disposition) and a brief award/acquisition that was immediately surrendered back to the issuer.
- Under the merger terms, holders received $115.00 in cash per share (the "Closing Amount") plus one contingent value right (CVR) per share giving the right to a possible additional $5.00 per CVR if the contingency is met. The cash component on 552,069 shares is approximately $63,487,935; the contingent CVR amount would be an additional $2,760,345 if paid, for a potential total of ~$66,248,280 (all amounts subject to withholding taxes).
Key Details
- Transaction date and filing date: 2026-04-28 (period of report and filing date match).
- Transaction types recorded: change of control disposition (code U), multiple dispositions to the issuer (code D) of derivative instruments, and one award/acquisition (code A) that was immediately disposed to the issuer.
- Shares disposed (total): 552,069 shares across the listed transactions.
- Cash received (per merger terms): $115.00 per share → ~$63,487,935 total; potential CVR payment: $5.00 per CVR → ~$2,760,345 total (contingent).
- Shares owned after transaction: not specified in the filing.
- Notable footnotes: All conversions and payments are pursuant to the Agreement and Plan of Merger dated Feb 22, 2026. Options and RSUs were cancelled and converted into cash payments and one CVR per underlying share (see footnotes F1–F4). Amounts are net to holders and subject to withholding taxes.
- Timeliness: Filed on the same date as the report (no late filing indicated).
Context
- These were not open-market sales but merger-related conversions/cash-outs of equity awards and option rights per the merger agreement with Gilead. For options, holders received the intrinsic spread (($115 − exercise price) × shares) plus CVRs; for RSUs, holders received $115 per share plus CVRs.
- Such merger-driven dispositions are routine outcomes of an acquisition and do not necessarily indicate an insider view about future operating performance; they are contractually required conversions and cash settlements.
Insider Transaction Report
Form 4Exit
Arcellx, Inc.ACLX
Heery Christopher
CHIEF MEDICAL OFFICER
Transactions
- Disposition from Tender
Common Stock
[F1]2026-04-28−23,749→ 0 total - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−10,901→ 0 totalExercise: $6.28Exp: 2031-06-09→ Common Stock (10,901 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−43,604→ 0 totalExercise: $6.28Exp: 2031-06-09→ Common Stock (43,604 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−132,416→ 0 totalExercise: $15.00Exp: 2032-02-03→ Common Stock (132,416 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−40,000→ 0 totalExercise: $19.97Exp: 2032-09-28→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−76,242→ 0 totalExercise: $31.03Exp: 2033-01-03→ Common Stock (76,242 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F2]2026-04-28−60,096→ 0 totalExercise: $56.15Exp: 2034-01-02→ Common Stock (60,096 underlying) - Disposition to Issuer
Restricted Stock Unit
[F3][F4]2026-04-28−13,021→ 0 total→ Common Stock (13,021 underlying) - Disposition to Issuer
Restricted Stock Unit
[F3][F4]2026-04-28−39,194→ 0 total→ Common Stock (39,194 underlying) - Disposition to Issuer
Restricted Stock Unit
[F3][F4]2026-04-28−67,708→ 0 total→ Common Stock (67,708 underlying) - Award
Performance-based Restricted Stock Unit
[F3][F4]2026-04-28+45,138→ 45,138 total→ Common Stock (45,138 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit
[F3][F4]2026-04-28−45,138→ 0 total→ Common Stock (45,138 underlying)
Footnotes (4)
- [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]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.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F4]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