Arcellx, Inc. Merger Agreement with Gilead Sciences, Inc.

This filing is an amendment to a Schedule 13D regarding Arcellx, Inc. (the "Issuer"). The amendment details a merger agreement entered into on February 22, 2026, between the Issuer, Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc. ("Purchaser"). The agreement outlines a two-step acquisition process: a tender offer followed by a merger. Purchaser will offer $115.00 in cash per share, plus one contingent value right (CVR) per share, for all outstanding shares of the Issuer. The CVR may provide an additional $5.00 upon achievement of a specified milestone. The merger consideration will be the same. Stock options and restricted stock units will be canceled and converted into cash and CVRs, with specific terms for each. Rami Elghandour, the reporting person, entered into a tender and support agreement, agreeing to tender shares in the offer and vote in favor of the merger. As of February 24, 2026, Rami Elghandour holds 6.4% of the Issuer's common stock.