Gilead Sciences to Acquire Arcellx for $7.8 Billion

Gilead Sciences, Inc. (GILD) entered a merger agreement on February 23, 2026, to acquire Arcellx, Inc. (ACLX) for $7.8 billion.

Deal Structure:

A wholly-owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Arcellx’s common stock for an offer price of $115 per share in cash, plus one non-transferable contingent value right (CVR) that entitles the holder to receive an additional $5 per CVR upon the achievement of cumulative global net sales of anito-cel of at least $6 billion from launch through year-end 2029.

The cash portion of $115 per share represents a premium of 79.38% from the stock’s last close.

Company Profile:

Arcellx is a clinical-stage biotechnology company developing innovative cell-based immunotherapies, including CAR-T and ARC-T therapies, to treat multiple myeloma, acute myeloid leukemia (AML), and myelodysplastic syndrome (MDS), and other cancers.

Gilead Sciences is a biopharmaceutical company that discovers, develops, and commercializes medicines to treat and prevent life-threatening diseases, including HIV, viral hepatitis, COVID-19, and cancer.

Deal Details and Timeline:

Kite, a company of Gilead, and Arcellx are collaborating to co-develop and co-commercialize Arcellx’s lead pipeline candidate, anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for patients with multiple myeloma.

Despite advances in treatment, multiple myeloma remains incurable, and most patients eventually relapse, requiring additional lines of therapy. As the disease progresses, responses to treatment typically become shorter in duration, toxicities may accumulate, and therapeutic options become increasingly limited – particularly for heavily pretreated patients or those unable to tolerate existing regimens.

In clinical studies so far, anito-cel has shown strong and long-lasting responses, along with a safety profile that has been consistent and manageable. It may help address some of the main challenges seen with current CAR T-cell treatments for multiple myeloma.

The Biologics License Application (BLA) for anito-cel as a fourth-line treatment for patients with relapsed or refractory multiple myeloma is supported by data from the Phase 1 study (NCT04155749) and the pivotal Phase 2 iMMagine-1 study (NCT05396885). The application has been accepted for review by the U.S. Food and Drug Administration, with a Prescription Drug User Fee Act (PDUFA) target action date of December 23, 2026.

The merger is anticipated to close during the second quarter of 2026.

Gilead currently owns about 11.5% of Arcellx’s outstanding common shares.

Centerview Partners acted as financial advisor to Arcellx, and Wilson Sonsini Goodrich & Rosati provided legal counsel. BofA Securities and Morgan Stanley served as financial advisors to Gilead, with Ropes & Gray acting as legal counsel.

Deal Metrics:

For a comprehensive overview of this M&A transaction, please visit the Deal Metrics page here:

Deal Metrics for the acquisition of Arcellx, Inc. (ACLX) by Gilead Sciences, Inc. (GILD)

The Deal Metrics page for each merger or acquisition includes:

– A spread history chart of the merger from announcement through eventual completion or failure.
– Every event as the merger progresses through the expiration of the HSR period, various regulatory approvals, shareholder votes, etc.
– News and SEC filings.
– A history of deal updates.
– And much more.

Disclaimer: Please carry out your own due diligence before buying or selling any securities mentioned in this article. We do not warrant the completeness or accuracy of the content or data provided in this article.

Editor’s Note: Baranjot Kaur contributed to this article