Gilead Sciences Completes \$7.8 Billion Acquisition of Arcellx Ahead of Anito-cel Launch

Foster City, Calif., April 28, 2026 – Gilead Sciences, Inc. (Nasdaq: GILD) has announced the successful completion of its acquisition of Arcellx, Inc. (Nasdaq: ACLX), a move that positions Gilead at the forefront of the CAR T-cell therapy market for multiple myeloma. The deal, valued at approximately \$7.8 billion, was executed at \$115 per share in cash, plus a non-transferable contingent value right (CVR) of \$5 per share. This transaction is a major strategic step for Gilead and is likely to have significant implications for shareholders and the company’s share price.

Key Points of the Acquisition

• Deal Value and Structure: Gilead acquired Arcellx for \$115 per share in cash, with an additional \$5 per share CVR. The CVR becomes payable if cumulative global net sales of anito-cel reach at least \$6.0 billion from launch through the end of 2029.
• Ownership and Integration: The acquisition gives Gilead full control of anitocabtagene autoleucel (anito-cel), an investigational BCMA-directed CAR T-cell therapy for multiple myeloma, eliminating all future profit-share, milestone, and royalty obligations to Arcellx.
• Tender Offer and Delisting: Gilead successfully completed a tender offer, acquiring approximately 77.2% of Arcellx’s outstanding shares. Following the merger, Arcellx has become a wholly owned subsidiary of Gilead, and Arcellx’s common stock will be delisted from the Nasdaq Global Select Market.
• Strategic Rationale: The acquisition consolidates development and commercialization of anito-cel under Gilead’s Kite Oncology unit, streamlining decision-making, accelerating development, and maximizing long-term value of the therapy.
• Financial Impact: The transaction is expected to be accounted for as an asset acquisition. It is anticipated to reduce Gilead’s GAAP and non-GAAP diluted EPS for 2026 by approximately \$5.57 – \$5.67. Excluding acquired in-process R&D expenses, the deal should be modestly dilutive to EPS in 2026 and 2027 and accretive from 2028 onwards, contingent on FDA approval of anito-cel.

Strategic and Clinical Implications

• Pipeline Advancement: With this acquisition, Gilead will advance anito-cel, a differentiated therapy that utilizes a novel D-Domain BCMA binder. This design is intended to enable high CAR expression without tonic signaling, potentially reducing severe immunotoxicity while effectively eliminating multiple myeloma cells.
• Regulatory Status: Anito-cel has received Fast Track, Orphan Drug, and Regenerative Medicine Advanced Therapy (RMAT) designations from the U.S. FDA, highlighting its potential as a transformative therapy in a high-need patient population.
• Kite Oncology Synergies: Anito-cel will benefit from Kite’s global manufacturing, regulatory, and commercial capabilities, which should accelerate its path to market and maximize its commercial potential.

Key Considerations for Shareholders

• Potential Share Price Impact: The acquisition consolidates a promising late-stage oncology asset under Gilead’s control, potentially strengthening Gilead’s oncology pipeline and future revenue streams. The EPS guidance suggests initial dilution, but accretion is expected from 2028, subject to regulatory approvals.
• CVR Payout Contingency: The \$5 per share CVR is contingent on strong commercial performance of anito-cel, with payment only if global net sales hit \$6.0 billion by 2029. If this milestone is missed, holders of CVRs will not receive payment.
• Regulatory and Integration Risks: There are risks associated with regulatory approvals, integration of Arcellx’s operations, and the realization of anticipated synergies. Competitive dynamics and market uptake will also influence the commercial success of anito-cel.

Gilead’s Broader Oncology Ambitions

Gilead, through Kite Oncology, is actively building a diversified oncology portfolio, spanning cell therapies, antibody-drug conjugates, and small molecules. The company’s recent announcement of a planned \$32 billion investment in its U.S. footprint underscores its commitment to leadership in next-generation cancer therapies, job creation, and public health preparedness.

Forward-Looking Statements and Risk Factors

This announcement contains forward-looking statements regarding the future performance of Gilead and the anticipated benefits of the Arcellx acquisition. These statements are subject to risks, including but not limited to integration challenges, regulatory outcomes, competitive pressures, and the achievement of commercial milestones. Investors should consider these factors when evaluating the potential impact on Gilead’s share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Investors should review Gilead’s official filings with the SEC for a full discussion of risk factors and should consult with their own financial advisors before making investment decisions.

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