Arcellx, Inc. (ACLX)

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx was acquired by Gilead Sciences for $115.00 per share in cash plus $5.00 contingent value rights (CVRs), representing a completed merger transaction that eliminated the company's independent public status as of April 28, 2026.
Officer Rami Elghandour's beneficial ownership positions were converted through the merger: direct common stock holdings and trust-held shares were exchanged for cash consideration, while in-the-money stock options and RSUs were converted to cash payments plus CVRs.
The filing shows substantial equity compensation holdings totaling approximately 4.2 million derivative securities (options) and 600,000+ RSUs across multiple grant dates and exercise prices ranging from $6.28 to $56.15, all of which were affected by the merger conversion.
The transaction eliminated all outstanding equity awards through merger mechanics: options with exercise prices below $115.00 closing price were converted to cash payments equal to the spread, while RSUs received the full $115.00 per share value in cash plus CVRs.

Insider Trading Filed: 2026-04-28

Key Insights

Gilead Sciences completed its acquisition of Arcellx on April 28, 2026, with the merger consideration set at $115 per share, representing a significant liquidity event for shareholders and insiders.
Director Olivia C. Ware's stock options were converted into contingent value rights (CVRs) as part of the merger agreement, with four separate option grants totaling 65,450 shares at exercise prices ranging from $7.61 to $63.68 converted into cash payments plus CVRs.
All of Ware's outstanding stock options had exercise prices below the $115 closing amount, meaning holders received cash payments for the spread plus contingent future payments, indicating potential value preservation for shareholders in the deal structure.
The filing shows zero derivative securities beneficially owned following the transaction, confirming complete conversion of all options into the merger consideration mechanism rather than equity retention.

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx was acquired by Gilead Sciences on April 28, 2026, with a merger consideration of $115 per share, representing a significant liquidity event for shareholders and insiders.
Director Kavita Patel's stock options were converted into contingent value rights (CVRs) as part of the merger agreement, with five tranches of options at exercise prices ranging from $6.66 to $63.68 per share, totaling 76,234 shares underlying the derivative securities.
All of Patel's options had exercise prices below the $115 closing amount, making them in-the-money at merger completion and entitling her to both immediate cash payments and contingent value rights on each share subject to the original options.

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx was acquired by Gilead Sciences on April 28, 2026, with a merger agreement dated February 22, 2026, resulting in Arcellx becoming a wholly owned subsidiary of Gilead at a $115 per share closing price.
Director Kristin Myers' stock options were converted as part of the merger: 16,829 options at $69.87 exercise price and 1,784 options at $63.68 exercise price were canceled and converted into cash payments plus contingent value rights (CVRs) for each underlying share.
The conversion structure shows all options with exercise prices below the $115 closing amount were treated favorably, with Myers receiving intrinsic value cash payments plus CVRs, indicating the merger provided meaningful value to option holders.
This Form 4 represents a change of control event rather than routine insider trading activity, marking the completion of Arcellx's acquisition and the end of its independent public company status.

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx was acquired by Gilead Sciences in a merger completed on 04/28/2026, with shareholders receiving $115.00 per share in cash plus one CVR worth $5.00 per share, totaling $120.00 in value per share.
Director David Charles Lubner's beneficial ownership was eliminated through the merger, as his 21,659 common shares were exchanged for cash and CVRs, effectively ending his equity stake in the company.
Lubner's stock options were converted into cash payments based on the spread between the $115.00 closing price and each option's exercise price, plus CVRs; options with strikes below $115.00 were in-the-money and generated value, while higher-priced options appear to have been cancelled.
The transaction represents a complete liquidity event for insiders, with all equity positions converted to cash and contingent payments, indicating the company is no longer operating as an independent public company.

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx was acquired by Gilead Sciences in a merger completed on 04/28/2026, with shareholders receiving $115.00 per share in cash plus contingent value rights worth up to $5.00 per share, representing a total consideration of $120.00 per share.
Director Andrew H. Galligan's common stock holdings were converted to cash proceeds and CVRs as part of the merger, while his outstanding stock options were canceled and converted into cash payments based on the excess of the $115.00 closing price over exercise prices, plus CVRs for each share.
The Form 4 filing reflects the completion of a transformational M&A transaction rather than routine insider trading activity; all equity securities and options were mandatorily converted pursuant to the merger agreement rather than voluntary transactions by the reporting person.

Insider Trading Filed: 2026-04-28

Key Insights

Gilead Sciences completed acquisition of Arcellx on 04/28/2026 at $115.00 per share cash plus $5.00 per share contingent value rights, indicating successful merger completion and end of Arcellx as independent public company.
CFO Michelle Gilson received significant equity compensation conversion including 238,097 total stock options across four tranches and 170,628 RSUs, with performance-based RSUs achieving 59,028 shares based on merger-related performance conditions.
Insider held 72,048 common shares post-transaction (67,048 direct + 5,000 indirect via foundation), representing retention of equity position alongside cash proceeds from the acquisition.
Equity compensation conversion and CVR structure preserved substantial derivative upside for executives through contingent payments, suggesting board confidence in deal value and potential earnout triggers.

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx has been acquired by Gilead Sciences at $115.00 per share in cash plus a $5.00 contingent value right per share, representing a completed merger transaction rather than an active company filing
Chief Medical Officer Christopher Heery received significant equity compensation including 363,259 stock options across multiple tranches (exercise prices $6.28-$56.15) and 119,923 RSUs, all of which were converted to cash and CVR payments under the merger agreement
All of Heery's equity awards were cancelled and converted to merger consideration: in-the-money options generated cash payments, RSUs converted to $115.00 per share, and he received one CVR per underlying share for both option and RSU tranches

Insider Trading Filed: 2026-04-28

Key Insights

Arcellx, Inc. has been acquired by Gilead Sciences, Inc. through a merger agreement dated February 22, 2026, with shareholders receiving $115.00 per share in cash plus one contingent value right (CVR) worth $5.00 per share, indicating deal closure as of April 28, 2026.
Director Ali Behbahani's common stock holdings were eliminated through the merger tender offer, with 1,925 shares directly owned and 2,706 shares held indirectly through the Behbahani Trust now converted to cash and CVR payments.
Behbahani's stock options with exercise prices below the $115.00 closing amount were converted into cash payments (excess of closing price over exercise price multiplied by shares) plus CVRs, with three tranches of options (11,459 at $37.94, 8,011 at $51.30, and 9,174 at $63.68) all becoming in-the-money upon merger completion.
This Form 4 filing represents the completion of an acquisition transaction rather than an open-market insider transaction, making it a significant corporate event that eliminates ACLX as an independent public company.

Current Report Filed: 2026-04-28

Key Insights

Arcellx acquisition by Gilead Sciences completed on April 28, 2026 at $115.00 per share in cash plus one CVR worth up to $5.00 per share (payable March 31, 2030), representing a total deal value of $120 per share contingent on anito-cel product sales exceeding $6.0 billion by December 31, 2029.
Tender offer achieved 77.2% acceptance rate (38.8 million shares) by April 27, 2026, exceeding the 50% threshold required under Delaware law Section 251(h) and enabling short-form merger completion without stockholder vote.
Contingent Value Right structure ties future shareholder payments to anito-cel commercial success, indicating Gilead's confidence in the product pipeline while reducing upfront acquisition cost and aligning incentives with revenue milestones.
Transaction completion signals successful exit for Arcellx shareholders with immediate cash payment, though CVR realization depends on achieving substantial $6.0 billion cumulative sales threshold over 3.75 years, representing meaningful execution risk.

Insider Trading Filed: 2026-04-17

Key Insights

The reporting person, Michelle Gilson, the Chief Financial Officer of Arcellx, Inc., has exercised stock options to acquire 38,110 shares of common stock of the company.
Gilson also holds an indirect beneficial ownership of 5,000 shares through a family charitable foundation, of which she serves as the President.
The stock options exercised have an exercise price of $8.66 per share and a vesting schedule with 25% of the shares vesting on the one-year anniversary of the vesting commencement date and the remaining shares vesting monthly thereafter.

Insider Trading Filed: 2026-03-19

Key Insights

The reporting person, Michelle Gilson, who is the Chief Financial Officer of Arcellx, Inc. (ACLX), transferred 5,000 shares of the company's common stock to a family charitable foundation of which she is the President.
The transfer was for no consideration, indicating it was not a sale for profit but rather a donation or gift.
The reporting person still holds 28,938 shares of the company's common stock directly and an additional 5,000 shares indirectly through the family foundation, maintaining a substantial ownership stake.

Insider Trading Filed: 2026-02-13

Key Insights

The reporting person, Rami Elghandour, who is the President, CEO and Chairman of the Board of Arcellx, Inc. (ACLX), has transferred 218,500 shares of the company's common stock to a spousal lifetime access non-grantor trust of which he is a beneficiary.
This transaction appears to be a transfer of shares for no consideration, rather than a sale, indicating the reporting person may maintain a significant beneficial ownership position in the company.
The reporting person has disclosed that he disclaims beneficial ownership of the transferred shares except to the extent of his pecuniary interest, suggesting he may still be considered a beneficial owner for Section 16 reporting purposes.

Insider Trading Filed: 2026-01-20

Key Insights

The reporting person, David Charles Lubner, is a director of Arcellx, Inc. and has exercised 6,000 stock options at $6.28 per share.
Lubner has also sold 6,000 shares of common stock at $75 per share, reducing his direct beneficial ownership from 27,659 to 21,659 shares.
The stock option exercise and share sale were made pursuant to a Rule 10b5-1 trading plan entered into by Lubner in September 2025.

Insider Trading Filed: 2026-01-14

Key Insights

The Chief Medical Officer, Christopher Heery, sold 5,882 shares of Arcellx, Inc. (ACLX) on January 14, 2026, likely to cover tax withholding obligations related to the vesting of restricted stock units.
Heery continues to hold 23,749 shares of Arcellx, Inc. directly, indicating he maintains a significant stake in the company.
The sale was executed at a weighted average price of $68.51 per share, suggesting the stock is trading at a relatively high level.

Insider Trading Filed: 2026-01-13

Key Insights

Insider selling of 7,437 shares by Chief Medical Officer Christopher Heery, representing 2.5% of his total holdings.
The sale was for tax withholding purposes related to the vesting of 16,520 restricted stock units (RSUs).
Despite the insider sale, Heery still holds a significant position of 29,631 shares, suggesting ongoing commitment to the company.

Insider Trading Filed: 2026-01-12

Key Insights

The reporting person, Christopher Heery, the Chief Medical Officer of Arcellx, Inc., exercised 13,021 restricted stock units (RSUs) and subsequently sold 6,131 shares to cover tax withholding obligations.
The sale of 6,131 shares at a weighted average price of $64.1471 represents a relatively small portion (approximately 14%) of the reporting person's total beneficial ownership of 37,068 shares.
The reported transactions appear to be routine equity award vesting and tax-related share sales, which is common for corporate executives and likely does not signify any major changes or concerns about the company's prospects.

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