Gilson Michelle 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx CFO Michelle Gilson Sells/Converts 539,801 Shares in Merger
What Happened
- Michelle Gilson, Chief Financial Officer of Arcellx, reported multiple dispositions on 2026-04-28 totaling 539,801 shares or share-equivalent interests (common shares, RSUs and options converted/cancelled). These were reported as dispositions to the issuer and in connection with the company’s change of control.
- Under the Merger Agreement with Gilead, tendered Arcellx common shares were exchanged for $115.00 per share in cash (the Closing Amount) plus one contingent value right (CVR) per share that may pay $5.00 if certain conditions are met. The 539,801 shares would represent roughly $62.08 million in cash plus about $2.70 million in CVRs if every unit received identical treatment; note option payouts are calculated as the excess of $115 over each option’s exercise price (see Key Details).
Key Details
- Transaction date: April 28, 2026. Consideration per footnote: $115.00 cash per share + one CVR (contingent $5.00).
- Shares/awards involved (sum of reported dispositions): 539,801.
- Approximate aggregate cash if treated at $115/share: ~$62.08 million; aggregate CVR exposure at $5 each: ~$2.70 million. (Actual cash for options may be lower per-footnote F3 because option holders receive the excess of $115 over the option exercise price.)
- Form shows multiple derivative-item transactions (RSUs/options) were canceled/converted into cash and CVRs per the Merger Agreement (see footnotes F3–F5).
- Footnote F2: some shares were held by a family charitable foundation of which Gilson is President and over which she exercises voting and investment power.
- Filing appears timely (no late-filing indicator shown).
Context
- These transactions are merger-related settlements and cancellations, not open-market sales. “Disposition to the issuer” here means awards/options/stock were converted or surrendered under the terms of the Merger Agreement for cash and CVRs.
- Such filings reflect deal consideration rather than a standalone insider sentiment trade; they are routine in a change-of-control transaction.
Insider Transaction Report
Form 4Exit
Arcellx, Inc.ACLX
Gilson Michelle
CHIEF FINANCIAL OFFICER
Transactions
- Disposition from Tender
Common Stock
[F1]2026-04-28−67,048→ 0 total - Disposition from Tender
Common Stock
[F1][F2]2026-04-28−5,000→ 0 total(indirect: By Foundation) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−40,205→ 0 totalExercise: $8.66Exp: 2032-05-23→ Common Stock (40,205 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−32,500→ 0 totalExercise: $19.97Exp: 2032-09-28→ Common Stock (32,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−70,796→ 0 totalExercise: $31.03Exp: 2033-01-03→ Common Stock (70,796 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−94,596→ 0 totalExercise: $56.15Exp: 2034-01-02→ Common Stock (94,596 underlying) - Disposition to Issuer
Restricted Stock Unit
[F4][F5]2026-04-28−20,496→ 0 total→ Common Stock (20,496 underlying) - Disposition to Issuer
Restricted Stock Unit
[F4][F5]2026-04-28−61,590→ 0 total→ Common Stock (61,590 underlying) - Disposition to Issuer
Restricted Stock Unit
[F4][F5]2026-04-28−88,542→ 0 total→ Common Stock (88,542 underlying) - Award
Performance-based Restricted Stock Unit
[F4][F5]2026-04-28+59,028→ 59,028 total→ Common Stock (59,028 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit
[F4][F5]2026-04-28−59,028→ 0 total→ Common Stock (59,028 underlying)
Footnotes (5)
- [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 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.
- [F3]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.
- [F4]Each restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F5]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|2026-04-28