Arcellx, Inc.·4

Feb 27, 7:48 PM ET

Elghandour Rami 4

4 · Arcellx, Inc. · Filed Feb 27, 2026

Research Summary

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Arcellx (ACLX) CEO Rami Elghandour Sells Shares

What Happened Rami Elghandour, President, CEO and Chairman of Arcellx (ACLX), sold 89,916 shares in a broker-assisted open-market sale on 2026-02-27 for a total of $10,243,267 (weighted average price $113.92). Earlier, in early January 2026 he acquired shares through the conversion/vesting of restricted stock units (55,459 on 2026-01-02; 53,098 on 2026-01-03; 55,991 on 2026-01-06) at $0.00 per share (these were RSU vestings reported previously).

Key Details

  • Sale: 89,916 shares disposed on 2026-02-27; weighted average price $113.92; total proceeds ~$10,243,267. (Price range $113.83–$114.25; seller may provide exact allocation by price on request.)
  • RSU conversions/exercises: 55,459 (1/2/2026), 53,098 (1/3/2026), 55,991 (1/6/2026) acquired at $0.00 — these represent vested RSUs (see footnote).
  • Purpose of sale: Broker-assisted sale to satisfy tax withholding obligations related to RSU vesting (filing footnote).
  • Shares owned after transaction: Not specified in the provided filing summary.
  • Notable footnotes: F1 = RSUs convert to one share each; F2 = sale used to cover tax withholding; F3 = weighted average sale price; F4/F5 = certain shares held in spousal lifetime access trusts for which beneficial ownership is disclaimed except as to pecuniary interest.
  • Filing timeliness: No late filing indicated in the provided report.

Context The January transactions were conversions/vestings of RSUs (derivative-to-stock events) and the February sale was a broker-assisted disposition to cover withholding—common for executives after vesting. Such tax-related sales are routine and do not necessarily indicate a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-02-27
Elghandour Rami
DirectorSEE REMARKS
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-02+55,459673,378 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-03+53,098726,476 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-06+55,991782,467 total
  • Sale

    Common Stock

    [F2][F3]
    2026-02-27$113.92/sh89,916$10,243,267276,051 total
Holdings
  • Common Stock

    [F4]
    (indirect: By Trust)
    198,000
  • Common Stock

    [F5]
    (indirect: By Trust)
    218,500
Footnotes (5)
  • [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Vesting of these RSUs previously reported in the Form 4 filed January 6, 2026.
  • [F2]Represents a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.
  • [F3]Represents the weighted average share price of an aggregate total of 89,916 shares sold in the price range of $113.83 to $114.25 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
  • [F4]Shares held by a spousal lifetime access non-grantor trust, of which the Reporting Person's spouse is the beneficiary and for which the Reporting Person may be deemed to have Section 16 beneficial ownership. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
  • [F5]Shares held by a spousal lifetime access non-grantor trust of which the Reporting Person is a beneficiary and for which the Reporting Person may be deemed to have Section 16 beneficial ownership. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
Signature
/s/ Michelle Gilson, as Attorney-in-Fact|2026-02-27

Documents

1 file
  • 4
    ownership.xmlPrimary

    4