Arcellx, Inc.: 5%+ holders

Arcellx, Inc. has 21 Schedule 13D or 13G filings on record since 2025-08-14. 1 holder's latest filing reports 5% or more of common stock, $0.001 par value per share. Each figure below is the holder's own, as filed, with the filing linked.

Holders

Purpose of Transaction (Item 4)

New Enterprise Associates 15, L.P.

As previously disclosed by the Issuer on February 23, 2026, the Issuer entered into an Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), with Gilead Sciences, Inc., a Delaware corporation ("Parent") and Ravens Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on April 28, 2026, Purchaser completed a tender offer (the "Offer") to purchase all of the issued and outstanding shares of Common Stock of the Issuer in exchange for (i) $115.00 per share of Common Stock, net to the seller in cash, without interest and subject to any applicable withholding tax, and (ii) one contractual contingent value right (each, a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR, in cash, without interest and subject to any applicable withholding tax, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement. Pursuant to the Support Agreements, NEA 15 tendered all of its shares of Common Stock in the Offer, which shares were accepted for payment by Purchaser. Following the consummation of the Offer, on April 28, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent. The foregoing descriptions of the Merger Agreement and the Support Agreements …The first part of Item 4 of the SCHEDULE 13D/A filed 2026-04-30; the filing has the rest

Gilead Sciences, Inc.

Item 4 of the Original Schedule 13D is amended to include the following at the end thereof: "As previously disclosed, Gilead, Purchaser and Arcellx entered into the Merger Agreement pursuant to which Purchaser commenced the Offer on March 6, 2026. The Offer expired at 5:00 p.m., Eastern Time, on April 27, 2026. Computershare Trust Company N.A., the depositary and paying agent for the Offer, advised Gilead that, as of the expiration of the Offer, 38,795,604 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing, together with Shares already owned by Gilead, approximately 77.2% of the Shares outstanding as of the expiration of the Offer. Following consummation of the Offer, on April 28, 2026, Gilead completed its acquisition of Arcellx through the merger of Purchaser with and into Arcellx, and without a meeting of the stockholders of Arcellx in accordance with Section 251(h) of the DGCL, with Arcellx surviving such Merger as a wholly owned subsidiary of Gilead. In connection with the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares owned immediately prior to the effective time of the Merger by Arcellx (including those held in Arcellx's treasury), (ii) Shares owned both as of the commencement of the Offer and immediately prior to the effective time of the Merger by Gilead, Purchaser or any other direct or indirect wholly owned subsidiary of Gilead, (iii) Shares …The first part of Item 4 of the SCHEDULE 13D/A filed 2026-04-28; the filing has the rest

Rami Elghandour

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Tender Offer and Closing of the Merger As previously disclosed by the Issuer on February 23, 2026, the Issuer entered into an Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), with Gilead Sciences, Inc., a Delaware corporation ("Parent") and Ravens Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on April 28, 2026, Purchaser completed a tender offer to purchase (the "Offer") all of the Issuer's outstanding common stock in exchange for (x) $115.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes (the "Closing Amount"), and (y) one contractual contingent value right per share (each, a "CVR," and each CVR together with the Closing Amount, the "Merger Consideration"), which represents the right to receive one contingent milestone payment of $5.00 per CVR, in cash, without interest and subject to any required withholding of taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement. Following the consummation of the Offer, on April 28, 2026 (the "Closing Date"), Purchaser merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent …The first part of Item 4 of the SCHEDULE 13D/A filed 2026-04-28; the filing has the rest

Timeline

Where this comes from

Anyone who comes to own more than 5% of a class of a listed company's voting shares has to tell the SEC. A holder who may seek to change or influence the company files Schedule 13D, and has to say in Item 4, "Purpose of Transaction", what it intends to do. A holder with no such intent, such as many index and passive funds, may file the shorter Schedule 13G. Both are amended when the stake changes, including when it falls below 5%.

Every row here is one of those filings, linked to the filing itself. Percentages and share counts are exactly as the holder filed them, for the holder the filing names; an amendment showing a lower figure is shown as filed. Item 4 text is quoted word for word. Where a 13D's Item 4 contains a sentence stating a definite intent to influence the company, that sentence is marked and quoted; the page does not describe the holder or its motives beyond the words it filed. Nothing here is investment advice.

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