Gilead Sciences Completes Acquisition of Arcellx, Inc., Achieving 100% Ownership

On April 28, 2026, Gilead Sciences, Inc. completed its acquisition of Arcellx, Inc. (ACLX) through a merger following a successful tender offer. The tender offer expired on April 27, 2026, with approximately 38,795,604 shares validly tendered. Combined with Gilead's existing holdings, this represented approximately 77.2% of Arcellx's outstanding shares at the time of expiration. Following the merger of a Gilead subsidiary into Arcellx, Arcellx became a wholly owned subsidiary of Gilead. As a result of the transaction, the 100 shares of the merger subsidiary held by Gilead were converted into 100 new shares of Arcellx common stock, representing 100% of the surviving corporation's issued and outstanding capital stock. All previous shares of Arcellx common stock were cancelled and converted into the right to receive the offer price, consisting of a cash payment and one Contingent Value Right (CVR) per share. Arcellx shares ceased trading on the Nasdaq Global Select Market on April 28, 2026, and are being delisted and deregistered.