## Deal terms: cash certainty with a “call option” on upside Gilead and Arcellx entered into an Agreement and Plan of Merger structured as a tender offer followed by a back-end merger (DGCL 251(h)), with consideration of **$115.00 per share in cash plus one $5.00 CVR per share**. ["$115.00 per Share"](0001104659-26-018316|0) ["one contractual contingent value right"](0001104659-26-018316|0) ["pursuant to Section 251(h)"](0001104659-26-018316|0) The CVR is explicitly tied to **a commercial milestone**, payable only if **cumulative worldwide sales of anito-cel exceed $6.0 billion by December 31, 2029**, which effectively makes the CVR a non-tradable, milestone-linked “kicker” rather than guaranteed value. ["cumulative worldwide Sales"](0001104659-26-018316|0) ["exceed $6,000,000,000"](0001104659-26-018316|0) ["on or prior to December 31, 2029"](0001104659-26-018316|0) ## The “between-the-lines” strategic tell: this is an endpoint to a long collaboration, not a cold start This transaction reads less like a new therapeutic-area expansion and more like **Gilead converting a pre-existing relationship into full control**, after years of collaboration and equity ownership. ["Collaboration and License Agreement"](0000904454-26-000123|0) ["Gilead has sole beneficial ownership"](0000904454-26-000123|0) Gilead disclosed it already beneficially owned **6,720,803 shares (~11.5%)**, and that Arcellx represented **58,464,222 shares outstanding as of February 19, 2026**—important context for understanding why the path chosen is a tender offer with a defined minimum condition rather than a longer, vote-driven process. ["6,720,803.00"](0000904454-26-000123|0) ["11.5 %"](0000904454-26-000123|0) ["58,464,222 shares"](0000904454-26-000123|0) ## “De-risking” signals: support agreements + no-shop + a real break fee Gilead and Purchaser entered **tender and support agreements** with key Arcellx holders (including directors/officers and major funds), covering **~10.3% of shares**—a subtle but meaningful indicator that this is being engineered for **high closing probability**, not just a headline price. ["tender and support agreements"](0001104659-26-018316|0) ["approximately 10.3%"](0001104659-26-018316|0) The merger agreement includes customary **no-shop** restrictions (with a fiduciary out for a “Superior Offer”), but also a **$260 million termination fee** under specified scenarios—language that typically aims to reduce interloper risk and stabilize the timeline. ["no-shop"](0001104659-26-018316|0) ["Superior Offer"](0001104659-26-018316|0) ["termination fee of $260,000,000"](0001104659-26-018316|0) ## The real catalyst embedded in the disclosure: regulatory momentum alongside the M&A announcement In the same disclosure package, the parties also stated that the **FDA accepted the BLA for anito-cel** in relapsed/refractory multiple myeloma—an “underappreciated” read-through because it frames the acquisition as happening when the program is transitioning from clinical promise toward a regulatory/commercial execution phase. ["FDA acceptance"](0001104659-26-018316|0) ["Biologic License Application for anito-cel"](0001104659-26-018316|0) ["relapsed or refractory multiple myeloma"](0001104659-26-018316|0) ## Why the price moved: evidence of negotiation leverage (and why it matters) Gilead disclosed it first made a **non-binding $98.00 per share proposal** (board-approved the same day), then negotiated to the current **$115 + CVR** structure within a defined window—suggesting the final economics reflect not only asset value, but also negotiated control, timing, and certainty considerations. ["non-binding proposal"](0000904454-26-000123|0) ["$98.00 per share"](0000904454-26-000123|0) ["$115.00 per share"](0000904454-26-000123|0) ## Funding and asymmetry: the acquirer is explicitly underwriting the whole outcome Gilead expects total cash needed to consummate the offer/merger of **~$7.8 billion**, plus up to **~$0.3 billion** for the maximum aggregate CVR payout, funded from **cash on hand**—which, between the lines, reduces financing/market-risk friction and pushes the key swing factors toward antitrust/tender conditions and post-close commercialization execution. ["approximately $7.8 billion"](0000904454-26-000123|0) ["approximately $0.3 billion"](0000904454-26-000123|0) ["fund these payments out of cash on hand"](0000904454-26-000123|0)

## Deal terms: cash certainty with a “call option” on upside Gilead and Arcellx entered into an Agreement and Plan of Merger structured as a tender offer followed by a back-end merger (DGCL 251(h)), with consideration of **$115.00 per share in cash plus one $5.00 CVR per share**. ["$115.00 per Share"](0001104659-26-018316|0) ["one contractual contingent value right"](0001104659-26-018316|0) ["pursuant to Section 251(h)"](0001104659-26-018316|0) The CVR is explicitly tied to **a commercial milestone**, payable only if **cumulative worldwide sales of anito-cel exceed $6.0 billion by December 31, 2029**, which effectively makes the CVR a non-tradable, milestone-linked “kicker” rather than guaranteed value. ["cumulative worldwide Sales"](0001104659-26-018316|0) ["exceed $6,000,000,000"](0001104659-26-018316|0) ["on or prior to December 31, 2029"](0001104659-26-018316|0) ## The “between-the-lines” strategic tell: this is an endpoint to a long collaboration, not a cold start This transaction reads less like a new therapeutic-area expansion and more like **Gilead converting a pre-existing relationship into full control**, after years of collaboration and equity ownership. ["Collaboration and License Agreement"](0000904454-26-000123|0) ["Gilead has sole beneficial ownership"](0000904454-26-000123|0) Gilead disclosed it already beneficially owned **6,720,803 shares (~11.5%)**, and that Arcellx represented **58,464,222 shares outstanding as of February 19, 2026**—important context for understanding why the path chosen is a tender offer with a defined minimum condition rather than a longer, vote-driven process. ["6,720,803.00"](0000904454-26-000123|0) ["11.5 %"](0000904454-26-000123|0) ["58,464,222 shares"](0000904454-26-000123|0) ## “De-risking” signals: support agreements + no-shop + a real break fee Gilead and Purchaser entered **tender and support agreements** with key Arcellx holders (including directors/officers and major funds), covering **~10.3% of shares**—a subtle but meaningful indicator that this is being engineered for **high closing probability**, not just a headline price. ["tender and support agreements"](0001104659-26-018316|0) ["approximately 10.3%"](0001104659-26-018316|0) The merger agreement includes customary **no-shop** restrictions (with a fiduciary out for a “Superior Offer”), but also a **$260 million termination fee** under specified scenarios—language that typically aims to reduce interloper risk and stabilize the timeline. ["no-shop"](0001104659-26-018316|0) ["Superior Offer"](0001104659-26-018316|0) ["termination fee of $260,000,000"](0001104659-26-018316|0) ## The real catalyst embedded in the disclosure: regulatory momentum alongside the M&A announcement In the same disclosure package, the parties also stated that the **FDA accepted the BLA for anito-cel** in relapsed/refractory multiple myeloma—an “underappreciated” read-through because it frames the acquisition as happening when the program is transitioning from clinical promise toward a regulatory/commercial execution phase. ["FDA acceptance"](0001104659-26-018316|0) ["Biologic License Application for anito-cel"](0001104659-26-018316|0) ["relapsed or refractory multiple myeloma"](0001104659-26-018316|0) ## Why the price moved: evidence of negotiation leverage (and why it matters) Gilead disclosed it first made a **non-binding $98.00 per share proposal** (board-approved the same day), then negotiated to the current **$115 + CVR** structure within a defined window—suggesting the final economics reflect not only asset value, but also negotiated control, timing, and certainty considerations. ["non-binding proposal"](0000904454-26-000123|0) ["$98.00 per share"](0000904454-26-000123|0) ["$115.00 per share"](0000904454-26-000123|0) ## Funding and asymmetry: the acquirer is explicitly underwriting the whole outcome Gilead expects total cash needed to consummate the offer/merger of **~$7.8 billion**, plus up to **~$0.3 billion** for the maximum aggregate CVR payout, funded from **cash on hand**—which, between the lines, reduces financing/market-risk friction and pushes the key swing factors toward antitrust/tender conditions and post-close commercialization execution. ["approximately $7.8 billion"](0000904454-26-000123|0) ["approximately $0.3 billion"](0000904454-26-000123|0) ["fund these payments out of cash on hand"](0000904454-26-000123|0)