8-KRegulation FDOther EventsExhibits & Filings

GILEAD SCIENCES, INC. 8-K Report, Regulation FD Disclosure (Apr 28, 2026)

Filed April 28, 2026For Securities:GILD

Summary

Gilead Sciences, Inc. (GILD) announced the successful completion of its acquisition of Arcellx, Inc. on April 28, 2026. This strategic move involved a tender offer and a subsequent merger, bringing Arcellx and its promising CAR T therapy anitocabtagene autoleucel (anito-cel) under Gilead's umbrella. The transaction was valued at approximately $7.1 billion, inclusive of cash payments and potential contingent value rights (CVRs). Investors should note that the acquisition provides Gilead with potential future upside through the anito-cel product candidate, which could generate significant sales if it surpasses the $6 billion threshold by December 31, 2029, triggering a $5.00 per CVR payment. This acquisition signifies Gilead's continued commitment to expanding its oncology portfolio and investing in innovative cell therapies.

Key Highlights

  • 1Gilead Sciences has completed the acquisition of Arcellx, Inc.
  • 2The acquisition was finalized on April 28, 2026, through a tender offer and merger.
  • 3The total transaction value is approximately $7.1 billion.
  • 4Acquisition includes anitocabtagene autoleucel (anito-cel), a CAR T therapy.
  • 5Shareholders of Arcellx received $115.00 in cash per share plus one contingent value right (CVR).
  • 6The CVR offers a potential additional $5.00 per share if anito-cel achieves cumulative worldwide sales exceeding $6.0 billion by December 31, 2029.
  • 7The tender offer was successful, with approximately 77.2% of Arcellx shares tendered, meeting the condition for a Section 251(h) merger.

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