Gilead Sciences to Acquire Arcellx for $7.8 Billion to Gain Full Control of Anito-cel

Gilead Sciences entered into a definitive agreement to acquire Arcellx for $115 per share in cash at closing and one contingent value right of $5 per share, which represents an implied equity value of $7.8 billion payable at closing. The transaction was announced on February 23, 2026.

Kite, a Gilead company, and Arcellx have an existing collaboration 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. The acquisition provides Gilead with full control of anito-cel, accelerating development and commercialization while eliminating profit-share, milestones, and royalties.

Despite advancements in treatment, many patients with multiple myeloma eventually relapse and require additional lines of therapy. As disease progresses, patients often experience diminishing responses, increasing toxicity and fewer viable options, especially those who are heavily pretreated or unable to tolerate existing therapies.

In clinical studies to date, anito-cel has demonstrated deep and durable responses with a predictable and manageable safety profile, addressing key challenges associated with current CAR T-cell therapies in multiple myeloma. The BLA for anito-cel as a fourth-line treatment for patients with relapsed or refractory multiple myeloma is supported by results from the Phase 1 study (NCT04155749) and the pivotal Phase 2 iMMagine1 study (NCT05396885) and has been accepted by the U.S. Food and Drug Administration with an anticipated Prescription Drug User Fee Act (PDUFA) action date of December 23, 2026.

The offer price represents a 68 percent premium to Arcellx's 30-day volume-weighted average share price as of February 20, 2026. Gilead currently owns approximately 11.5 percent of Arcellx's outstanding common stock.

In addition to anito-cel, Arcellx's D-Domain CAR technology platform has generated proprietary, target-binding domains with improved specificity and enhanced binding affinity that could potentially be used for next-generation CAR T-cell and bispecific therapies. There is potential to leverage the D-domain BCMA binder in vivo cell therapy efforts.

The transaction was approved by both the Gilead and Arcellx Boards of Directors and is anticipated to close during the second quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including the tender of a number of shares of Arcellx common stock that, together with shares already owned by Gilead, equals at least a majority of the then-outstanding Arcellx shares, the receipt of regulatory approvals and other customary offer conditions.

Under the terms of the merger agreement entered into in connection with the transaction, a wholly-owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Arcellx's common stock that Gilead does not already own.

As of February 17, 2026, Arcellx shares were priced at $70.20, up 9.2% over the past year. Arcellx has a market capitalization of $4.06 billion, revenue of $35.90 million, and a net loss of $217.90 million. Arcellx operates as a clinical-stage biotechnology company leveraging proprietary cell therapy platforms to address unmet medical needs in oncology.