Gilead Sciences announced it has entered into a definitive agreement to acquire Arcellx, Inc. for $115 per share in cash plus one contingent value right of $5 per share, representing an implied equity value of $7.8 billion payable at closing.
The transaction builds on the companies’ 2022 collaboration to co-develop and co-commercialize anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for patients with multiple myeloma. The acquisition will provide Gilead with full control of anito-cel, eliminating profit-sharing, milestone payments, and royalties while accelerating development and commercialization efforts.
Anito-cel is being evaluated as a fourth-line treatment for adult patients with relapsed or refractory multiple myeloma. The biologics license application has been accepted by the U.S. Food and Drug Administration, with a Prescription Drug User Fee Act action date of December 23, 2026. The filing is supported by results from a Phase 1 study and the pivotal Phase 2 iMMagine1 study.
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 existing CAR T-cell therapies for multiple myeloma. Despite advances in treatment, many patients eventually relapse and face diminishing responses, increasing toxicity, and fewer therapeutic options.
Beyond anito-cel, Arcellx’s D-Domain CAR technology platform has generated proprietary target-binding domains designed to improve specificity and binding affinity. The platform may support next-generation CAR T-cell and bispecific therapies, and Gilead sees potential to leverage the D-domain BCMA binder in in vivo cell therapy programs across oncology and inflammation.
Under the terms of the merger agreement, a wholly owned subsidiary of Gilead will commence a tender offer to acquire all outstanding shares of Arcellx not already owned by Gilead. The offer price of $115 per share in cash represents a 68 percent premium to Arcellx’s 30-day volume-weighted average share price as of February 20, 2026, plus one non-transferable contingent value right tied to the achievement of cumulative global net sales of at least $6.0 billion for anito-cel from launch through year-end 2029.
If the tender offer is completed, Gilead will acquire remaining untendered shares through a second-step merger at the same consideration. The deal has been approved by both companies’ boards of directors and is expected to close in the second quarter of 2026, subject to customary closing conditions, including regulatory approvals and the tender of a majority of outstanding Arcellx shares. Gilead currently owns approximately 11.5 percent of Arcellx’s outstanding common stock.
Upon FDA approval of anito-cel, the transaction is expected to be accretive to Gilead’s earnings per share in 2028 and thereafter.
Arcellx is a clinical-stage biotechnology company focused on developing immunotherapies for cancer and other incurable diseases. Gilead is a global biopharmaceutical company advancing treatments for life-threatening conditions including HIV, viral hepatitis, COVID-19, and cancer, and operates in more than 35 countries worldwide.
KEY QUOTES
“This agreement reflects our conviction in the potential of anito-cel and our intention to move with speed so we can make the most of that potential for patients with multiple myeloma. Beyond the potential launch this year, anito-cel could become a foundational treatment for multiple myeloma over time, including earlier lines of therapy. In addition, the anito-cel D-domain BCMA binder could be important to our work in in vivo cell therapy, further strengthening our potential in oncology and inflammation.”
Daniel O’Day, Chairman And Chief Executive Officer, Gilead Sciences
“The story of Arcellx is one of innovation, passion, resilience and teamwork. I could not be prouder of our team, our contribution to the myeloma field, and the impact anito-cel and our D-Domain platform are poised to have for patients and clinicians. We are fortunate to have found a world-class partner in Gilead, which has the expertise to carry forward Arcellx’s legacy. Kite is well-positioned to maximize access to anito-cel, benefiting more patients, and the company’s commitment to be the leader in cell therapy is one I admire. I’m grateful to our Board of Directors for this opportunity, our shareholders who supported our journey, our partners who believed in us, the patients and physicians who participated in our studies, and most of all, our team members who did the impossible and left an indelible mark on the future of medicine.”
Rami Elghandour, Chairman And Chief Executive Officer, Arcellx
