Key Takeaways Gilead cell therapy sales fell 7% to $1.8B in 2025 as Yescarta and Tecartus faced growing competition.GILD will acquire Arcellx for $7.8B, gaining control of anito-cel, eliminating profit-sharing and royalties.GILD expects an FDA decision on anito-cel for relapsed or refractory multiple myeloma in Dec. 2026. Gilead Sciences, Inc.’s (GILD - Free Report) Cell Therapy franchise currently comprises Yescarta and Tecartus. Sales from this unit decreased 7% year over year to $1.8 billion (in 2025) due to ongoing competitive headwinds.
Yescarta sales decreased 5% year over year to $1.5 billion, primarily as a result of in- and out-of-class competition.
Tecartus sales decreased 15% to $344 million due to in-class competition.
GILD anticipates competitive pressure in cell therapies’ business to continue in 2026, including new market entrants in several countries outside the United States.
In a move to combat this decline, Gilead recently announced that it will acquire a clinical-stage biotechnology company, Arcellx , for $115 per share in cash plus a $5 contingent value right, implying an equity value of $7.8 billion.
Gilead’s subsidiary, Kite, already has a collaboration to co-develop and co-commercialize Arcellx’s lead pipeline candidate, anitocabtagene autoleucel (anito-cel).
A biologics license application seeking approval of anito-cel as a fourth-line treatment for patients with relapsed or refractory multiple myeloma has been accepted by the FDA, with a PDUFA decision expected in December 2026, providing a near-term commercial catalyst and potential expansion into earlier treatment settings.
Beyond anito-cel, Arcellx’s proprietary D-Domain platform provides long-term strategic value for next-generation CAR-T and in vivo cell therapies.
The acquisition gives GILD full control of anito-cel, streamlining development and commercialization economics by eliminating profit-sharing, milestone payments and royalties, thereby enhancing long-term margin potential and value capture.
The acquisition, expected to be closed in the second quarter of 2026, is projected to be earnings accretive from 2028.
While GILD has a dominant HIV franchise led by flagship HIV therapies — Biktarvy for treatment and Descovy for prevention — it is looking to ramp up its oncology franchise and diversify its revenue base.
Competition for GILD in the Cell Therapy SpaceBiotech giant Bristol Myers (BMY - Free Report) has a strong cell-therapy portfolio with therapies like Breyanzi and Abecma.
Breyanzi (lisocabtagene maraleucel) is a CAR T cell therapy developed for the treatment of relapsed or refractory large B-cell lymphoma, chronic lymphocytic leukemia, follicular lymphoma and mantle cell lymphoma.
Breyanzi surpassed $1 billion in annualized sales in 2025, reflecting adoption in large B-cell lymphoma and recent label expansions. The strong uptake of Breyanzi boosted BMY’s top line.
Another approved CAR T therapy is Novartis’ (NVS - Free Report) Kymriah, which is approved for acute lymphoblastic leukemia that is either relapsing or refractory. It is also used in patients with LBCL or FL, two types of non-Hodgkin lymphoma, who have relapsed or are refractory after having at least two other kinds of treatment.
NVS’ Kymriah recorded sales of $381 million in 2025, down 14% from 2024 due to competitive pressure.
NVS is also developing another CAR T cell therapy, YTB323, for LBCL.
GILD’s Price Performance, Valuation and EstimatesShares of GILD have surged 30.3% in the past year compared with the industry’s growth of 15.4%.
Image Source: Zacks Investment Research
Going by the price/earnings ratio, GILD’s shares currently trade at 16.41x forward earnings, higher than its mean of 11.32x but lower than 17.89x for the large-cap pharma industry.
Image Source: Zacks Investment Research
The bottom-line estimate for 2026 has moved up to $8.66 from $8.60 in the past 30 days, while that for 2027 has moved north to $9.63 from $9.33 in the same time frame.
NEW YORK & NEW ORLEANS--(BUSINESS WIRE)--Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC (“KSF”) are investigating the proposed sale of Arcellx, Inc. (NasdaqGS: ACLX) to Gilead Sciences, Inc. (NasdaqGS: GILD). Under the terms of the proposed transaction, shareholders of Arcellx will receive $115.00 per share in cash plus one contingent value right of $5.00 per share upon the achievement of certain milestones. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.
If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn ([email protected]) toll free at any time at 855-768-1857, or visit https://www.ksfcounsel.com/cases/nasdaqgs-aclx/ to learn more.
Please note that the transaction is structured as a tender offer, such that time may be of the essence.
To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com.
Bamco Inc. NY lifted its holdings in Arcellx, Inc. (NASDAQ: ACLX) by 6.2% during the undefined quarter, according to its most recent filing with the Securities and Exchange Commission (SEC). The institutional investor owned 550,236 shares of the company's stock after acquiring an additional 32,227 shares during the quarter. Bamco Inc. NY owned
Insiders may stand to receive substantial financial benefits not available to ordinary shareholders.
The proposed transactions may contain terms that could limit superior competing offers.
Shareholders are encouraged to contact the firm to discuss their rights and options at no cost or obligation. We would handle any matter on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses.
, /PRNewswire/ -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to:
Masimo Corporation (NASDAQ: MASI)'s sale to Danaher Corporation for $180.00 per share in cash. If you are a Masimo shareholder, click here to learn more about your legal rights and options.
Arcellx, Inc. (NASDAQ: ACLX)'s sale to Gilead Sciences, Inc. for $115.00 per share in cash plus one contingent value right of $5.00 per share upon the achievement of certain milestones. If you are an Arcellx shareholder, click here to learn more about your legal rights and options.
Great Lakes Dredge & Dock Corporation (NASDAQ: GLDD)'s sale to Saltchuk Resources, Inc. for $17.00 per share in cash. If you are a Great Lakes shareholder, click here to learn more about your rights and options.
On behalf of shareholders, Halper Sadeh LLC may seek increased consideration, additional disclosures and information, or other relief and benefits.
Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors.
Attorney Advertising. Prior results do not guarantee a similar outcome.
Contact Information:
Halper Sadeh LLC
Daniel Sadeh, Esq.
Zachary Halper, Esq.
One World Trade Center
85th Floor
New York, NY 10007
(212) 763-0060
[email protected]
[email protected]
https://www.halpersadeh.com
On February 17, 2026, Cormorant Asset Management disclosed in a regulatory filing that it sold its entire stake in Arcellx (ACLX +0.00%), an estimated $63.63 million transaction based on last-disclosed position values.
What happenedAccording to an SEC filing dated February 17, 2026, Cormorant Asset Management sold 775,000 shares of Arcellx, fully liquidating its position. The quarter-end value of the fund’s Arcellx stake declined by $63.63 million as a result of the exit.
What else to knowThe fund’s sale of Arcellx reduced its position from 4.4% of 13F reportable AUM in the previous quarter to zero.Top holdings after the filing:NASDAQ:PRAX: $280.00 million (15.9% of AUM)NASDAQ:BBOT: $223.84 million (12.7% of AUM)NASDAQ:ABVX: $182.05 million (10.3% of AUM)NASDAQ:EYPT: $151.00 million (8.6% of AUM)NASDAQ:RAPP: $91.85 million (5.2% of AUM)As of Monday, Arcellx shares were priced at $114.51, up a staggering 60% over the past year and well outperforming the S&P 500’s roughly 19% gain in the same period.Company overviewMetricValuePrice (as of Monday)$114.51Market capitalization$6.7 billionRevenue (TTM)$22.3 millionNet income (TTM)($228.9 million)Company snapshotArcellx develops immunotherapies targeting cancer and incurable diseases, with lead candidates including CART-ddBCMA for multiple myeloma and pipeline assets for AML, MDS, and solid tumors.The company operates as a clinical-stage biotechnology company focused on research and development of cell-based therapies.It serves healthcare providers and research institutions seeking advanced oncology and hematology treatments for relapsed or refractory patient populations.Arcellx is advancing proprietary ddCAR and ARC-T cell platforms to address high unmet medical needs in relapsed or refractory cancers. The company’s pipeline includes multiple candidates targeting both hematologic malignancies and solid tumors.
What this transaction means for investorsArcellx shares are up 80% this year, and there’s one clear catalyst for that move. The company has been developing next-generation CAR-T cell therapies designed to treat cancers such as multiple myeloma. Its lead therapy, anitocabtagene autoleucel, has shown strong clinical responses and attracted the attention of larger pharmaceutical companies eager to expand their oncology pipelines.
That interest ultimately culminated in a takeover agreement from Gilead Sciences last month, valuing Arcellx at about $7.8 billion and offering shareholders $115 per share in cash plus a potential additional payment tied to future sales milestones. The deal builds on an existing 2022 collaboration between the two companies around the therapy and could accelerate development and commercialization if regulatory approvals move forward.
Still, it’s important to note this pop happened after Cormorant’s reported exit, a reminder that even smart investments can miss out due to timing flukes. What ultimately matters more is identifying companies building therapies that larger industry players ultimately want to own.
Jonathan Ponciano has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.
Insiders may stand to receive substantial financial benefits not available to ordinary shareholders.
The proposed transactions may contain terms that could limit superior competing offers.
Shareholders are encouraged to contact the firm to discuss their rights and options at no cost or obligation. We would handle any matter on a contingent fee basis, whereby you would not be responsible for out-of-pocket payment of our legal fees or expenses.
, /PRNewswire/ -- Halper Sadeh LLC, an investor rights law firm, is investigating the following companies for potential violations of the federal securities laws and/or breaches of fiduciary duties to shareholders relating to:
Arcellx, Inc. (NASDAQ: ACLX)'s sale to Gilead Sciences, Inc. for $115.00 per share in cash plus one contingent value right of $5.00 per share upon the achievement of certain milestones. If you are an Arcellx shareholder, click here to learn more about your legal rights and options.
Masimo Corporation (NASDAQ: MASI)'s sale to Danaher Corporation for $180.00 per share in cash. If you are a Masimo shareholder, click here to learn more about your legal rights and options.
FONAR Corporation (NASDAQ: FONR)'s sale to affiliates of Chief Executive Officer Timothy Damadian and certain executives and directors of the company for $19.00 per share for FONAR's Class B common stock and $6.34 per share for FONAR's Class C common stock. If you are a FONAR shareholder, click here to learn more about your legal rights and options.
On behalf of shareholders, Halper Sadeh LLC may seek increased consideration, additional disclosures and information, or other relief and benefits.
Halper Sadeh LLC represents investors all over the world who have fallen victim to securities fraud and corporate misconduct. Our attorneys have been instrumental in implementing corporate reforms and recovering millions of dollars on behalf of defrauded investors.
Attorney Advertising. Prior results do not guarantee a similar outcome.
Contact Information:
Halper Sadeh LLC
Daniel Sadeh, Esq.
Zachary Halper, Esq.
One World Trade Center
85th Floor
New York, NY 10007
(212) 763-0060
[email protected]
[email protected]
https://www.halpersadeh.com
FOSTER CITY, Calif.--(BUSINESS WIRE)--Gilead Sciences, Inc. (Nasdaq: GILD) today extended the expiration of the tender offer to purchase all outstanding shares of common stock of Arcellx. The offer remains at a purchase price of (1) $115.00 per share, net to the seller in cash, without interest, subject to any withholding tax, plus (2) one contractual contingent value right (CVR), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, payable on March 31, 2030, subject to cumulative worldwide sales of Arcellx’s anitocabtagene autoleucel (anito-cel) product exceeding $6.0 billion on or prior to December 31, 2029.
The tender offer, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on April 2, 2026, has been extended to expire at 5:00 p.m., Eastern Time, on April 24, 2026. The transaction is anticipated to close during the second quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares, the receipt of regulatory approvals and other customary offer conditions.
Computershare Trust Company, N.A., the depositary and paying agent for the tender offer, has advised Gilead that, as of 5:00 p.m., Eastern Time, on March 31, 2026, approximately 4,389,763 shares have been validly tendered and not validly withdrawn in the tender offer, representing approximately 7.5% of the outstanding shares as of such date and time. Holders that have previously tendered their shares do not need to re-tender their shares or take any other action in response to the extension of the tender offer. Questions or requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the tender offer, by calling toll free (877) 800-5182.
About Gilead Sciences
Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, and cancer. In 2025, Gilead announced a planned $32 billion investment to further strengthen its U.S. footprint to power the next era of discovery, job creation and public health preparedness – while continuing to invest globally to ensure patients everywhere benefit from its scientific innovation. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, Calif.
Forward-Looking Statements
This communication contains forward-looking statements related to Gilead, Arcellx and the acquisition of Arcellx by Gilead that are subject to risks, uncertainties, and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Gilead and Arcellx and members of their respective senior management teams. In some cases, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “plan,” “project,” “should,” “target,” “will,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, without limitation, statements regarding the transaction and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses, including, without limitation, filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to satisfy the various closing conditions and complete the transaction; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Arcellx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the risk that, if the transaction is consummated, the businesses will not be integrated successfully and that other anticipated benefits from the transaction will not be realized; any negative effects on the existing collaboration between Arcellx and Gilead that may result from the announcement of a transaction, or the failure to complete the transaction; the risk that the milestone associated with the CVR may not be achieved and that holders of CVRs may not receive payments in respect thereof; the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 filed by Arcellx and the Schedule TO and related tender offer documents filed by Gilead and Ravens Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Gilead. All forward-looking statements are based on information currently available to Gilead, and Gilead assume no obligation and disclaim any intent to update any such forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed acquisition of Arcellx, Gilead caused Purchaser to commence a tender offer to purchase all of the outstanding shares of common stock of Arcellx. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Arcellx, nor is it a substitute for any tender offer materials that Gilead, Ravens Sub, Inc. or Arcellx has filed or will file with the SEC. A solicitation and an offer to buy securities of Arcellx is being made only pursuant to an offer to purchase and related materials that Gilead has filed with the SEC. Gilead has filed a Tender Offer Statement on Schedule TO with the SEC, and Arcellx has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. ARCELLX’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, have been sent to all stockholders of Arcellx at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents are made available for free at the SEC’s web site at www.sec.gov. Additional copies may be obtained for free by contacting Gilead or Arcellx. Free copies of these materials and certain other offering documents are available from Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by phone at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer. Investors and security holders of Arcellx may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that the Company has filed with or furnished to the SEC under the “Financials” section of Arcellx’s website at https://ir.arcellx.com/financials/sec-filings/default.aspx.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Arcellx file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s and Arcellx’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Gilead, Kite, and the Gilead logo are trademarks of Gilead Sciences, Inc., or its related companies.
Banque Pictet & Cie SA bought a new stake in shares of Arcellx, Inc. (NASDAQ:ACLX – Free Report) in the fourth quarter, according to its most recent filing with the Securities and Exchange Commission. The institutional investor bought 5,109 shares of the company’s stock, valued at approximately $333,000.
Several other large investors also recently modified their holdings of the stock. MAI Capital Management bought a new position in Arcellx in the 3rd quarter valued at about $26,000. CWM LLC increased its stake in Arcellx by 267.0% in the third quarter. CWM LLC now owns 345 shares of the company’s stock valued at $28,000 after acquiring an additional 251 shares during the last quarter. State of Wyoming bought a new position in Arcellx in the second quarter valued at approximately $28,000. Ramirez Asset Management Inc. acquired a new position in Arcellx during the third quarter valued at approximately $41,000. Finally, Abich Financial Wealth Management LLC acquired a new position in Arcellx during the third quarter valued at approximately $62,000. 96.03% of the stock is owned by institutional investors and hedge funds.
Analyst Upgrades and Downgrades A number of equities research analysts have weighed in on the company. Guggenheim downgraded Arcellx from a “buy” rating to a “neutral” rating and reduced their target price for the company from $120.00 to $115.00 in a report on Wednesday, February 25th. TD Cowen cut Arcellx from a “strong-buy” rating to a “hold” rating in a report on Monday, March 2nd. Truist Financial upgraded Arcellx from a “hold” rating to a “strong-buy” rating in a research report on Friday, March 20th. Canaccord Genuity Group set a $115.00 price objective on Arcellx in a research note on Monday, February 23rd. Finally, Stifel Nicolaus reiterated a “hold” rating and issued a $115.00 target price (down from $127.00) on shares of Arcellx in a research report on Monday, February 23rd. One research analyst has rated the stock with a Strong Buy rating, one has issued a Buy rating, sixteen have given a Hold rating and one has given a Sell rating to the company. Based on data from MarketBeat, the stock presently has a consensus rating of “Hold” and a consensus target price of $111.87.
Get Our Latest Analysis on ACLX
Insider Activity at Arcellx In other Arcellx news, insider Christopher Heery sold 7,437 shares of the business’s stock in a transaction that occurred on Tuesday, January 13th. The shares were sold at an average price of $65.51, for a total transaction of $487,197.87. Following the sale, the insider directly owned 29,631 shares of the company’s stock, valued at $1,941,126.81. The trade was a 20.06% decrease in their position. The transaction was disclosed in a legal filing with the SEC, which can be accessed through this link. Also, insider Rami Elghandour sold 89,916 shares of the company’s stock in a transaction that occurred on Friday, February 27th. The shares were sold at an average price of $113.92, for a total transaction of $10,243,230.72. Following the completion of the transaction, the insider owned 276,051 shares of the company’s stock, valued at approximately $31,447,729.92. This trade represents a 24.57% decrease in their ownership of the stock. The SEC filing for this sale provides additional information. Insiders sold 109,366 shares of company stock valued at $11,526,708 in the last ninety days. 8.35% of the stock is currently owned by insiders.
Arcellx Stock Performance Shares of ACLX opened at $114.77 on Friday. Arcellx, Inc. has a 52 week low of $47.86 and a 52 week high of $114.94. The stock has a market capitalization of $6.71 billion, a price-to-earnings ratio of -28.20 and a beta of 0.25. The stock has a fifty day moving average of $95.96 and a 200-day moving average of $83.63.
Arcellx (NASDAQ:ACLX – Get Free Report) last issued its quarterly earnings data on Thursday, February 26th. The company reported ($1.01) earnings per share for the quarter, hitting analysts’ consensus estimates of ($1.01). The business had revenue of $1.65 million for the quarter, compared to analyst estimates of $13.40 million. Arcellx had a negative return on equity of 55.42% and a negative net margin of 1,027.26%. As a group, equities analysts forecast that Arcellx, Inc. will post -1.58 EPS for the current year.
Arcellx Company Profile (Free Report)
Arcellx, Inc (NASDAQ: ACLX) is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of next-generation cell therapies for oncology and autoimmune diseases. The company’s proprietary ARC-SparX™ platform is designed to enable precise control over cell-surface receptor activation and to improve the safety, efficacy and durability of adoptive cell therapies. Leveraging this technology, Arcellx engineers immune cells with modular antigen-binding domains that can be exchanged to target a variety of disease-associated markers.
The company’s pipeline comprises multiple wholly owned programs in hematologic malignancies and solid tumors at various stages of preclinical and clinical development.
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FOSTER CITY, Calif.--(BUSINESS WIRE)--Gilead Sciences, Inc. (Nasdaq: GILD) announced today that all required regulatory approvals have been obtained for its previously announced acquisition of Arcellx and that Gilead has extended the expiration of the tender offer to purchase all outstanding shares of common stock of Arcellx.
On April 13, 2026, the Australian Competition and Consumer Commission (ACCC) published its decision that the acquisition of Arcellx may be put into effect, subject to expiration of a 14-calendar day waiting period. Assuming that the ACCC’s determination remains unchallenged during this waiting period, the waiting period expires at 10:00 a.m., Eastern Time, on April 27, 2026. Additionally, the relevant review period for the Austrian competition authorities has expired. Accordingly, all required regulatory approvals for the transaction have been obtained, and the “Regulatory Approvals Condition” (as defined in the Offer to Purchase, dated March 6, 2026, relating to the offer) will be satisfied upon expiration of the 14-calendar day review period pursuant to Australian competition law.
The tender offer, which was previously scheduled to expire at 5:00 p.m., Eastern Time, on April 24, 2026, has been extended to expire at 5:00 p.m., Eastern Time, on April 27, 2026, and remains subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares and other customary offer conditions.
The offer remains at a purchase price of (1) $115.00 per share, net to the seller in cash, without interest, subject to any withholding tax, plus (2) one contractual contingent value right (CVR), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, payable on March 31, 2030, subject to cumulative worldwide sales of Arcellx’s anitocabtagene autoleucel (anito-cel) product exceeding $6.0 billion on or prior to December 31, 2029.
Computershare Trust Company, N.A., the depositary and paying agent for the tender offer, has advised Gilead that, as of 4:00 p.m., Eastern Time, on April 16, 2026, approximately 10,271,823 shares have been validly tendered and not validly withdrawn in the tender offer, representing approximately 17.5% of the outstanding shares as of such date and time. Holders that have previously tendered their shares do not need to re-tender their shares or take any other action in response to the extension of the tender offer. Questions or requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the tender offer, by calling toll free (877) 800-5182.
About Gilead Sciences
Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, and cancer. In 2025, Gilead announced a planned $32 billion investment to further strengthen its U.S. footprint to power the next era of discovery, job creation and public health preparedness – while continuing to invest globally to ensure patients everywhere benefit from its scientific innovation. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, Calif.
Forward-Looking Statements
This communication contains forward-looking statements related to Gilead, Arcellx and the acquisition of Arcellx by Gilead that are subject to risks, uncertainties, and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Gilead and Arcellx and members of their respective senior management teams. In some cases, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “plan,” “project,” “should,” “target,” “will,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, without limitation, statements regarding the transaction and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses, including, without limitation, filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to satisfy the various closing conditions and complete the transaction; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Arcellx’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the risk that, if the transaction is consummated, the businesses will not be integrated successfully and that other anticipated benefits from the transaction will not be realized; any negative effects on the existing collaboration between Arcellx and Gilead that may result from the announcement of a transaction, or the failure to complete the transaction; the risk that the milestone associated with the CVR may not be achieved and that holders of CVRs may not receive payments in respect thereof; the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 filed by Arcellx and the Schedule TO and related tender offer documents filed by Gilead and Ravens Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Gilead. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation and disclaims any intent to update any such forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed acquisition of Arcellx, Gilead caused Purchaser to commence a tender offer to purchase all of the outstanding shares of common stock of Arcellx. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Arcellx, nor is it a substitute for any tender offer materials that Gilead, Ravens Sub, Inc. or Arcellx has filed or will file with the SEC. A solicitation and an offer to buy securities of Arcellx is being made only pursuant to an offer to purchase and related materials that Gilead has filed with the SEC. Gilead has filed a Tender Offer Statement on Schedule TO with the SEC, and Arcellx has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. ARCELLX’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related letter of transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, have been sent to all stockholders of Arcellx at no expense to them. The Tender Offer Statement on Schedule TO, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents are made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Gilead or Arcellx. Free copies of these materials and certain other offering documents are available from Gilead by mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA 94404, attention: Investor Relations, by phone at 1-800-GILEAD-5 or 1-650-574-3000, or by directing requests for such materials to the information agent for the offer. Investors and security holders of Arcellx may also obtain, free of charge, the Solicitation/Recommendation Statement on Schedule 14D-9 and other related documents that Arcellx has filed with or furnished to the SEC under the “Financials” section of Arcellx’s website at https://ir.arcellx.com/financials/sec-filings/default.aspx.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Arcellx file annual, quarterly and current reports, proxy statements and other information with the SEC. Gilead’s and Arcellx’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Gilead, Kite, and the Gilead logo are trademarks of Gilead Sciences, Inc., or its related companies.
Arcellx, Inc. (NASDAQ:ACLX – Get Free Report) has been given an average rating of “Hold” by the nineteen research firms that are covering the stock, Marketbeat reports. One research analyst has rated the stock with a sell recommendation, sixteen have issued a hold recommendation, one has given a buy recommendation and one has given a strong buy recommendation to the company. The average 12 month price target among brokerages that have updated their coverage on the stock in the last year is $111.8667.
A number of equities research analysts recently commented on ACLX shares. Wells Fargo & Company downgraded Arcellx from an “overweight” rating to an “equal weight” rating and set a $115.00 target price on the stock. in a research report on Monday, February 23rd. Rothschild & Co Redburn cut shares of Arcellx from a “buy” rating to a “neutral” rating and set a $82.00 price target on the stock. in a research report on Thursday, February 12th. UBS Group lowered shares of Arcellx from a “buy” rating to a “neutral” rating and increased their price objective for the company from $100.00 to $115.00 in a research report on Tuesday, February 24th. Needham & Company LLC downgraded shares of Arcellx from a “buy” rating to a “hold” rating in a report on Monday, February 23rd. Finally, Truist Financial upgraded shares of Arcellx from a “hold” rating to a “strong-buy” rating in a research report on Friday, March 20th.
Get Our Latest Report on Arcellx
Insider Buying and Selling In related news, insider Rami Elghandour sold 89,916 shares of Arcellx stock in a transaction dated Friday, February 27th. The stock was sold at an average price of $113.92, for a total value of $10,243,230.72. Following the completion of the transaction, the insider owned 276,051 shares in the company, valued at approximately $31,447,729.92. This trade represents a 24.57% decrease in their ownership of the stock. The transaction was disclosed in a legal filing with the SEC, which is accessible through this hyperlink. Corporate insiders own 8.35% of the company’s stock.
Institutional Inflows and Outflows Institutional investors and hedge funds have recently added to or reduced their stakes in the stock. MAI Capital Management purchased a new position in Arcellx in the third quarter worth about $26,000. CWM LLC increased its position in Arcellx by 267.0% during the third quarter. CWM LLC now owns 345 shares of the company’s stock valued at $28,000 after acquiring an additional 251 shares during the last quarter. State of Wyoming bought a new position in Arcellx during the second quarter valued at $28,000. Ramirez Asset Management Inc. bought a new position in Arcellx during the third quarter valued at $41,000. Finally, Abich Financial Wealth Management LLC bought a new position in Arcellx during the third quarter valued at $62,000. Hedge funds and other institutional investors own 96.03% of the company’s stock.
Arcellx Trading Up 0.0% Shares of ACLX stock opened at $115.05 on Friday. The stock has a market capitalization of $6.73 billion, a price-to-earnings ratio of -28.27 and a beta of 0.25. Arcellx has a 12-month low of $47.86 and a 12-month high of $115.13. The stock’s 50-day moving average price is $108.95 and its 200-day moving average price is $87.05.
Arcellx (NASDAQ:ACLX – Get Free Report) last posted its earnings results on Thursday, February 26th. The company reported ($1.01) EPS for the quarter, hitting analysts’ consensus estimates of ($1.01). The company had revenue of $1.65 million for the quarter, compared to the consensus estimate of $13.40 million. Arcellx had a negative return on equity of 55.42% and a negative net margin of 1,027.26%. As a group, research analysts predict that Arcellx will post -2.91 EPS for the current fiscal year.
About Arcellx (Get Free Report)
Arcellx, Inc (NASDAQ: ACLX) is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of next-generation cell therapies for oncology and autoimmune diseases. The company’s proprietary ARC-SparX™ platform is designed to enable precise control over cell-surface receptor activation and to improve the safety, efficacy and durability of adoptive cell therapies. Leveraging this technology, Arcellx engineers immune cells with modular antigen-binding domains that can be exchanged to target a variety of disease-associated markers.
The company’s pipeline comprises multiple wholly owned programs in hematologic malignancies and solid tumors at various stages of preclinical and clinical development.
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Investors interested in Medical stocks should always be looking to find the best-performing companies in the group. Has Arcellx, Inc. been one of those stocks this year? By taking a look at the stock's year-to-date performance in comparison to its Medical peers, we might be able to answer that question.
Arcellx, Inc. is one of 890 companies in the Medical group. The Medical group currently sits at #6 within the Zacks Sector Rank. The Zacks Sector Rank considers 16 different sector groups. The average Zacks Rank of the individual stocks within the groups is measured, and the sectors are listed from best to worst.
The Zacks Rank is a proven system that emphasizes earnings estimates and estimate revisions, highlighting a variety of stocks that are displaying the right characteristics to beat the market over the next one to three months. Arcellx, Inc. is currently sporting a Zacks Rank of #2 (Buy).
Over the past three months, the Zacks Consensus Estimate for ACLX's full-year earnings has moved 1.5% higher. This signals that analyst sentiment is improving and the stock's earnings outlook is more positive.
Based on the most recent data, ACLX has returned 76.4% so far this year. Meanwhile, stocks in the Medical group have lost about 8% on average. This means that Arcellx, Inc. is outperforming the sector as a whole this year.
Astellas Pharma Inc. (ALPMY - Free Report) is another Medical stock that has outperformed the sector so far this year. Since the beginning of the year, the stock has returned 16.1%.
Over the past three months, Astellas Pharma Inc.'s consensus EPS estimate for the current year has increased 15.2%. The stock currently has a Zacks Rank #1 (Strong Buy).
Looking more specifically, Arcellx, Inc. belongs to the Medical - Biomedical and Genetics industry, a group that includes 435 individual stocks and currently sits at #94 in the Zacks Industry Rank. On average, this group has lost an average of 0.7% so far this year, meaning that ACLX is performing better in terms of year-to-date returns.
On the other hand, Astellas Pharma Inc. belongs to the Medical - Drugs industry. This 133-stock industry is currently ranked #78. The industry has moved -0.8% year to date.
Arcellx, Inc. and Astellas Pharma Inc. could continue their solid performance, so investors interested in Medical stocks should continue to pay close attention to these stocks.
FOSTER CITY, Calif.--(BUSINESS WIRE)--Gilead Sciences, Inc. (Nasdaq: GILD) today announced the successful completion of its previously announced acquisition of Arcellx, Inc. (Nasdaq: ACLX). Under the terms of the transaction, Gilead acquired Arcellx for $115 per share in cash, plus one non‑transferable contingent value right (CVR) of $5 per share, representing a total implied equity value of approximately $7.8 billion at the time of closing.
The acquisition builds on Kite, a Gilead Company, and Arcellx’s successful collaboration and provides Gilead with full control of anitocabtagene autoleucel (anito‑cel), an investigational BCMA‑directed CAR T‑cell therapy for multiple myeloma. By consolidating ownership of anito‑cel and eliminating future profit‑share, milestone and royalty obligations, Gilead is positioned to accelerate development, streamline decision‑making and maximize the long‑term potential of the program.
“With the Arcellx acquisition, our focus turns to executing with speed and discipline as we prepare to bring anito‑cel to patients,” said Cindy Perettie, Executive Vice President and Global Head of Kite. “I want to thank the Arcellx team for their scientific leadership, close collaboration to date and deep expertise they bring as we advance anito‑cel. With this acquisition, anito‑cel and the differentiated D‑Domain BCMA binder will advance within Kite, combining this science with our global manufacturing, regulatory and commercial capabilities to unlock the full value of this potentially transformative therapy for people living with multiple myeloma.”
On April 28, 2026, Gilead successfully completed its tender offer for all outstanding shares of common stock of Arcellx and accepted for payment all shares validly tendered and not validly withdrawn as of the expiration time of the tender offer, which shares represented, together with shares already owned by Gilead, approximately 77.2% of Arcellx’s outstanding shares. Following completion of the offer, Gilead completed the acquisition of Arcellx through a merger of Gilead’s wholly owned subsidiary with and into Arcellx, in which shares of Arcellx common stock were cancelled and converted into the right to receive the same $115 per share in cash and one CVR of $5 per share as shares tendered in the offer.
The CVR is payable upon achievement of cumulative global net sales of anito‑cel of at least $6.0 billion from launch through the end of 2029.
As a result of the completion of the merger, Arcellx has become a wholly owned subsidiary of Gilead and the common stock of Arcellx will be delisted from the Nasdaq Global Select Market.
This transaction is expected to be accounted for as an asset acquisition and reduce Gilead’s GAAP and non-GAAP 2026 diluted EPS by approximately $5.57 - $5.67. Excluding the impact of acquired in-process research and development expenses, Gilead expects the transaction to be modestly dilutive to earnings per share in 2026 and 2027, and accretive in 2028 and thereafter, subject to FDA approval of anito‑cel.
About Anito-cel
Anitocabtagene autoleucel (anito-cel, previously ddBCMA) is the first BCMA-directed CAR T-cell therapy to be investigated in multiple myeloma that utilizes a novel and compact binder known as the D-Domain. The small, stable D-Domain binder enables high CAR expression without tonic signaling and is designed to quickly release from the BCMA target. This combination may allow for the effective elimination of multiple myeloma cells without severe immunotoxicity. Anito-cel has been granted Fast Track, Orphan Drug, and Regenerative Medicine Advanced Therapy Designations by the U.S. Food and Drug Administration.
About Gilead and Kite Oncology
Gilead and Kite Oncology are working to transform how cancer is treated. We are innovating with next-generation therapies, combinations and technologies to deliver improved outcomes for people with cancer. We are purposefully building our oncology portfolio and pipeline to address the greatest gaps in care. From antibody-drug conjugate technologies and small molecules to cell therapy-based approaches, we are creating new possibilities for people with cancer.
About Gilead Sciences
Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, cancer and inflammation. In 2025, Gilead announced a planned $32 billion investment to further strengthen its U.S. footprint to power the next era of discovery, job creation and public health preparedness – while continuing to invest globally to ensure patients everywhere benefit from its scientific innovation. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, Calif.
Forward-Looking Statements
This communication contains forward-looking statements related to Gilead, Arcellx and the acquisition of Arcellx by Gilead that are subject to risks, uncertainties, and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Gilead and Arcellx and members of their respective senior management teams. In some cases, forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “plan,” “project,” “should,” “target,” “will,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, without limitation, statements regarding the transaction and related matters, prospective performance and opportunities, post-closing operations and the outlook for the companies’ businesses, including Gilead’s ability to apply its global manufacturing, regulatory and commercial capabilities and to accelerate the development of anito-cel; regulatory applications; the potential of Arcellx’s cell therapy platform; the impact of the transaction on Gilead’s diluted EPS; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: the effects of the transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; the risk that the businesses will not be integrated successfully and that other anticipated benefits from the transaction will not be realized; the risk that the milestone associated with the CVR may not be achieved and that holders of CVRs may not receive payments in respect thereof; the impact of competitive products and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in the companies’ periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 filed by Arcellx and the Schedule TO and related tender offer documents filed by Gilead and Ravens Sub, Inc., a wholly owned subsidiary of Gilead. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation and disclaims any intent to update any such forward-looking statements.
Gilead, Kite, Arcellx and the Gilead logo are trademarks of Gilead Sciences, Inc., or its related companies.
For more information about Gilead, please visit the company’s website at www.gilead.com, follow Gilead on X/Twitter (@Gilead Sciences) and LinkedIn (@Gilead-Sciences).
