Gilead said on February 22, 2026 it entered into a merger agreement with Arcellx, Inc., under which its subsidiary Purchaser will launch a tender offer for Arcellx common stock at $115.00 per share in cash plus 1 CVR(s).

1. 01

   Gilead said on February 22, 2026 it entered into a merger agreement with Arcellx, Inc., under which its subsidiary Purchaser will launch a tender offer for Arcellx common stock at $115.00 per share in cash plus 1 CVR(s).

2. 02

   The company said it will pay $5.00 in cash per CVR, which is payable if cumulative worldwide Sales of Arcellx's anito-cel exceed $6,000,000,000 on or before December 31, 2029 after the merger closes. The CVR is for each of 1 share(s).

3. 03

   The company cited the conditions for completing the tender offer, including 1 more shares tendered than 50% of total shares outstanding when combined with shares held by Purchaser and its affiliates, and the expiration of the Hart-Scott-Rodino waiting period. It said Arcellx will pay a termination fee of $260,000,000 under specified circumstances.

4. 04

   The company said directors and executive officers of Arcellx, along with New Enterprise Associates and SR One affiliated holders, own about 10.3% of outstanding shares and entered into tender and support agreements. It expects the transaction to close in Q2 2026, and said it holds about 11.5% of Arcellx's stock.

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Original filing

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