Welcome to our dedicated page for ARCELLX SEC filings (Ticker: ACLX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Arcellx, Inc. filings document the company's completed acquisition by Gilead Sciences and the related changes to its public-company status. The Form 8-K record covers completion of the transaction, material-event disclosure, capital-structure matters, and prior operating and financial results.
Arcellx's later regulatory record includes a Form 25 for removal of its common stock from Nasdaq listing and registration, followed by a Form 15 terminating or suspending Exchange Act reporting obligations for the class of securities. These filings establish the company's transition from a Nasdaq-listed biotechnology issuer to a wholly owned subsidiary with one holder of record.
Arcellx, Inc. (ACLX) Schedule 13G/A filing: Vestal Point Capital, LP and Ryan Wilder filed an Amendment No. 1 reporting ownership of 0% of the Company’s common stock. The statement identifies the Investment Manager and Mr. Wilder and states the reporting persons hold five percent or less of the class.
The cover-page entries show 0.00 shares beneficially owned and 0% of the class; the signatures are dated 05/15/2026.
New Enterprise Associates and related managers report that they no longer beneficially own any Arcellx (ACLX) common stock. This Schedule 13D/A Amendment No. 6 follows Gilead’s acquisition of Arcellx, completed via a tender offer and merger on April 28, 2026.
Under the merger terms, Gilead’s subsidiary purchased all outstanding Arcellx shares for $115.00 in cash per share, plus one contractual contingent value right per share, which may pay an additional $5.00 in cash upon achieving a specified milestone. After tendering all of their shares into the offer, the reporting funds’ beneficial ownership fell to 0.00 shares, or 0% of Arcellx’s outstanding common stock.
Arcellx, Inc. director Jill Carroll reported dispositions tied to the company’s acquisition by Gilead Sciences. A fund associated with her, SR One Capital Fund I Aggregator, LP, tendered 1,479,148 shares of Arcellx common stock in a cash tender offer. According to the merger agreement, each tendered share was exchanged for $115.00 in cash plus one contingent value right that may pay $5.00 in cash under specified conditions. Carroll is a partner at affiliated SR One entities and disclaims beneficial ownership of these securities except for any pecuniary interest.
The filing also shows that three Arcellx stock option awards, covering 9,174, 8,011 and 11,459 shares at exercise prices of $63.68, $51.30 and $37.94, were disposed of to the issuer when the merger closed. Under the merger terms, each qualifying option was canceled and converted into a cash payment equal to the spread above $115.00 per share, plus one contingent value right for each underlying share. After these transactions, no Arcellx common stock or options are reported as held by Carroll or the related fund.
Arcellx, Inc. director Ali Behbahani and related holdings reported dispositions tied to the company’s merger with Gilead Sciences. Common shares tendered into the offer were exchanged for $115.00 in cash per share plus one contingent value right for an additional $5.00 in cash, subject to conditions. The filing also shows all reported stock options were canceled and converted into cash payments based on the difference between the $115.00 closing amount and each option’s exercise price, plus contingent value rights. Following these tender-offer and issuer dispositions, the filing reports zero Arcellx common shares and options remaining for the reporting person.
Arcellx, Inc. director Olivia C. Ware reported the disposition to the issuer of four stock option grants totaling 65,450 options on Common Stock. The options had exercise prices of $63.68, $51.30, $37.94, and $7.61 per share and now show zero options remaining for each grant.
According to the merger agreement among Arcellx, Gilead Sciences, Inc., and Ravens Sub, Inc., these Company Options, each with a per share exercise price below the $115 Closing Amount, were canceled and converted into cash and contingent rights. For each option share, the holder became entitled to a lump-sum cash payment equal to $115 minus the applicable per share exercise price, multiplied by the number of shares, plus one contractual contingent value right per underlying share.
Arcellx, Inc. director Kavita Patel reported the cancellation of multiple stock option awards in connection with Arcellx’s merger with Gilead Sciences. On April 28, 2026, five blocks of stock options covering Arcellx common stock were disposed of in transactions classified as dispositions to the issuer.
The options covered 9,174 shares at an exercise price of $63.68 per share, 8,011 shares at $51.30, 11,459 shares at $37.94, 20,513 shares at $15.00, and 27,077 shares at $6.66. Each block shows zero derivative shares remaining after the transactions.
According to the merger agreement among Arcellx, Gilead Sciences, and a Gilead subsidiary, each outstanding company stock option with a per share exercise price below a Closing Amount of $115 per share was canceled and converted into the right to receive a lump-sum cash payment and one contractual contingent value right for each share subject to the option.
Arcellx, Inc. director Kristin Myers reported the disposition of stock options to the company in connection with a completed merger with a subsidiary of Gilead Sciences, Inc. Each option covered Arcellx common stock.
On the transaction date, 1,784 options with a per share exercise price of $63.68 and 16,829 options with a per share exercise price of $69.87 were canceled and surrendered to the issuer. Following these transactions, no options from these grants remained outstanding.
Under the merger agreement, each canceled company option with an exercise price below the $115 "Closing Amount" was converted into the right to receive a lump-sum cash payment based on the spread between $115 and the option’s exercise price, multiplied by the shares subject to the option, plus one contractual contingent value right for each underlying share.
Lubner David Charles reported disposition transactions in this Form 4 filing.
Arcellx director David Charles Lubner exited his position as part of the Gilead acquisition. He tendered 21,659 shares of Arcellx common stock into Gilead’s offer, receiving $115.00 per share in cash plus one contingent value right (CVR) promising a potential $5.00 cash payment per CVR.
In addition, all his outstanding stock options with exercise prices below $115.00 were canceled and converted into cash equal to the spread between $115.00 and each option’s exercise price, plus one CVR for each underlying share. Following these tender offer and option cancellation transactions, Lubner reported holding no Arcellx securities.
Arcellx director Andrew H. Galligan reported dispositions tied to the company’s merger with Gilead Sciences. A trust associated with him tendered 5,000 shares of Arcellx common stock in the offer, receiving $115.00 per share in cash plus a contractual contingent value right for an additional $5.00 per share, subject to conditions.
In addition, two blocks of Arcellx stock options were canceled and converted under the merger terms: 1,784 options with a $63.68 exercise price and 16,829 options with a $69.87 exercise price. These were exchanged for cash equal to their in-the-money value and one contingent value right per underlying share, leaving no reported remaining holdings in this filing.