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

Arcellx, Inc.

Per-share consideration: $115 cash at closing + one CVR worth up to $5 contingent on anito-cel cumulative sales exceeding $6B by Dec 31, 2029.
Gilead gains full control of anito-cel, a BCMA-directed CAR T-cell therapy currently under FDA review with a PDUFA date of Dec 23, 2026.
Support stockholders (entities affiliated with NEA, SR One, directors, officers) holding ~10.3% of shares have agreed to tender in the offer.
Transaction is structured as a tender offer followed by a Section 251(h) merger; Arcellx may pay a $260M termination fee under specified circumstances.
Arcellx will conduct business in ordinary course and is subject to a no-shop restriction prior to the Offer Acceptance Time.

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 0.99

Arcellx, Inc. entered into Agreement and Plan of Merger with Gilead Sciences, Inc. (effective 2026-02-22).

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

Exact text from the filing

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

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

Arcellx, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-063955

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