Gilead to acquire Arcellx for $115/share plus $5 CVR; implied equity value $7.8B

GILEAD SCIENCES, INC.

$115 per share cash at closing plus one contingent value right of $5 per share; total implied equity value ~$7.8B.
CVR pays $5 if cumulative worldwide sales of anito-cel exceed $6B by Dec 31, 2029.
FDA accepted BLA for anito-cel in relapsed/refractory multiple myeloma; PDUFA date Dec 23, 2026.
Transaction expected to close Q2 2026; requires majority tender, regulatory approvals, and customary conditions.
Gilead currently owns ~11.5% of Arcellx; deal builds on existing Kite collaboration.

item 1.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GILEAD SCIENCES, INC. entered into Merger Agreement with Arcellx, Inc. (effective 2026-02-22).

Action: entry
Agreement: merger
Counterparty: Arcellx, Inc.
Effective: 2026-02-22

Exact text from the filing

On February 22, 2026, Gilead Sciences, Inc., a Delaware corporation (“ Parent ” or “ Gilead ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), among Parent, Arcellx, Inc., a Delaware corporation (the “ Company ”), and Ravens Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”).

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294 material agreements filed in the last 30 days. Browse all material agreements →

GILEAD SCIENCES, INC. filing history →

Source: SEC EDGAR

accession 0001104659-26-018314

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