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GILEAD SCIENCES, INC. 8-K Report, Material Agreement (Feb 23, 2026)

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed February 23, 2026
Period End
February 22, 2026
Security
GILD
In the record · 2016–202610-K1210-Q328-K117

GILD filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 117 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’17Sep ’17
  2. Deal closed8-K · Jan ’21Jan ’21
  3. Leadership change8-K · Jul ’22Jul ’22
  4. Leadership change8-K · Mar ’25Mar ’25

01—Abstract

Summary

Summary of the 8-K filed February 23, 2026. Cited figures are marked; the original filing is the authoritative source.

On February 22, 2026, Gilead Sciences agreed to acquire Arcellx (ACLX) through a two-step transaction: a tender offer for all shares Gilead does not already own at $115.00a per share in cash plus one non-transferable contingent value right (CVR) worth $5.00 per share, followed by a second-step merger on the same terms.

The company describes the deal as implying an equity value of about $7.8 billionb payable at closing, a 68% premium to Arcellx's 30-day VWAP as of February 20, 2026, and expected close in the second quarter of 2026. Gilead already owns roughly 11.5% of Arcellx, and tender and support agreements covering about 10.3% of outstanding shares (held by directors, executive officers, and affiliates of NEA and SR One) have been signed. The strategic rationale centers on anito-cel, Arcellx's BCMA-directed CAR T-cell therapy for relapsed or refractory multiple myeloma, co-developed with Kite under an existing collaboration.

The FDA has accepted the anito-cel BLA for fourth-line use, with a PDUFA action date of December 23, 2026. Gilead says the acquisition gives it full control of the asset and eliminates the profit-share, milestone and royalty obligations under the collaboration, and that the deal is expected to be accretive to earnings per share in 2028 and beyond following FDA approval. Gilead also points to the D-Domain BCMA binder's potential use in in vivo cell therapy.

The CVR pays an additional $5.00c per share if cumulative worldwide net sales of anito-cel exceed $6.0 billion on or before December 31, 2029. Investors should note the milestone is contingent on commercial success and regulatory approval, and that the merger agreement carries a $260 million termination fee payable by Arcellx in certain circumstances, including a superior offer. Completion depends on a majority tender threshold, HSR and foreign antitrust clearances, and other customary conditions.

02—Key points

Key Highlights

  1. Gilead will acquire Arcellx for $115.00 per share in cash plus one CVR, with the CVR paying $5.00 per share if anito-cel cumulative worldwide sales exceed $6.0 billion by December 31, 2029.
  2. Implied equity value is about $7.8 billion payable at closing, representing a 68% premium to Arcellx's 30-day VWAP as of February 20, 2026.
  3. Gilead already owns about 11.5% of Arcellx, and support agreements cover roughly 10.3% of outstanding shares, including directors, executive officers, NEA and SR One affiliates.
  4. Anito-cel BLA for fourth-line relapsed or refractory multiple myeloma has been accepted by the FDA, with a PDUFA date of December 23, 2026.
  5. Gilead says the deal eliminates profit-share, milestones and royalties on anito-cel and gives it full control over development and commercialization.
  6. Transaction is expected to close in Q2 2026 and be accretive to EPS in 2028 and thereafter, following FDA approval.
  7. A $260 million termination fee is payable by Arcellx under specified circumstances, including termination to accept a superior offer.

03—Questions

Frequently Asked Questions

  1. What is Gilead paying for Arcellx shares?

    Holders would receive $115.00 per share in cash at closing, plus one non-transferable CVR that pays $5.00 per share if cumulative worldwide anito-cel net sales exceed $6.0 billion on or before December 31, 2029.

  2. When is the deal expected to close and what must happen first?

    Gilead expects the transaction to close in the second quarter of 2026. Closing requires a majority of outstanding shares (counting shares Gilead already owns) to be tendered, HSR and foreign antitrust clearances, and other customary conditions.

  3. Why is Gilead acquiring Arcellx?

    Gilead wants full control of anito-cel, which has an FDA-accepted BLA for relapsed or refractory multiple myeloma. Gilead believes it can accelerate development and commercialization, eliminate existing profit-share, milestone and royalty obligations, and potentially use the D-Domain BCMA binder in in vivo cell therapy.

  4. How likely is the CVR to pay out?

    The filing does not assess the likelihood. Payment depends on anito-cel reaching $6.0 billion in cumulative worldwide sales by 2029, which is subject to regulatory approval, commercial uptake, competition and patent risks, and the milestone may not be achieved.

  5. What protections or risks exist if a competing bid emerges?

    Arcellx is subject to no-shop restrictions but may engage with unsolicited superior proposals if its board determines in good faith that doing so is required by its fiduciary duties. If Arcellx terminates to accept a superior offer, it owes Gilead a $260 million termination fee.

04—Continue

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