Gilson Michelle 4

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.