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.

Frequently Asked Questions

This 8-K filing announces the completion of Gilead Sciences' acquisition of Arcellx, Inc. It details the terms of the acquisition, including the purchase price, payment structure (cash plus contingent value rights), and the successful closure of the tender offer and subsequent merger.

The aggregate funds used by Gilead to complete the acquisition were approximately $7.1 billion. This investment is expected to enhance Gilead's oncology pipeline with the addition of Arcellx's cell therapy assets, particularly anito-cel.

The CVRs represent a potential future payment of $5.00 per share in cash to former Arcellx shareholders. This payment is contingent upon anito-cel achieving cumulative worldwide sales exceeding $6.0 billion by December 31, 2029. The CVRs provide an incentive for achieving commercial success and offer potential upside for Arcellx's former investors.

Anito-cel is a CAR T therapy and represents a key asset acquired from Arcellx. Its potential for significant sales success, as indicated by the CVR structure, suggests Gilead views it as a valuable addition to its oncology portfolio, aiming to strengthen its position in the cell therapy market.