Gilead to Acquire Arcellx in $115.00 Cash Tender

Gilead Sciences, through wholly owned subsidiary Ravens Sub, has filed an Amendment No. 1 to its Schedule TO tender offer for Arcellx, Inc. The offer seeks to purchase all outstanding Arcellx common stock at $115.00 per share in net cash to the seller.

In addition to the cash price, each share tendered includes one contractual contingent value right (CVR) for a contingent payment of $5.00 per CVR in cash, payable March 31, 2030. The CVR payment is tied to cumulative worldwide sales of Arcellx’s anitocabtagene autoleucel (anito-cel) exceeding $6.0 billion on or prior to December 31, 2029.

The filing references a related Offer to Purchase dated March 6, 2026 and a CVR agreement to be entered into with Computershare entities.