Stifel has downgraded Arcellx Inc. (ACLX) to Hold from Buy and reduced its price target to $115 from $127 following the proposed acquisition by Gilead Sciences. The move reflects the transaction terms disclosed by the companies and the deal dynamics that followed the announcement.
The proposed acquisition would pay $115 per Arcellx share up front, plus a $5 per share contingent value right - a structure tied to a performance threshold. The contingent payment becomes payable if cumulative global net sales exceed $6 billion through fiscal year 2029, producing an implied equity value for Arcellx of $7.8 billion. Boards at both companies have approved the proposed acquisition price.
Stifel's downgrade is procedural - the firm adjusted its target price to align with the acquisition consideration. Stifel said it still expects anito-cel - Arcellx's CAR T-cell therapy for multiple myeloma - to secure approval in fourth-line and later patients by year-end 2026, a launch profile the firm considers among the strongest in oncology. The firm also sees a longer-term pathway to label expansion into second-line and later patients based on Phase 3 iMMagine-3 data; that expansion remains the principal driver behind Stifel's $7 billion peak global sales forecast for anito-cel.
Despite the rating change and lower price target, Stifel indicated its underlying financial estimates for Arcellx have not changed. The firm's updated target simply reflects the acquisition pricing.
Market reaction to the Gilead announcement was swift. Arcellx shares were trading at $113.75 - up roughly 62% over the past week and up about 74% year to date - at the most recent quoted level.
Deal mechanics and strategic implications
Under the proposed terms, Gilead would gain full control of anito-cel and remove earlier profit-sharing and royalty arrangements that had been in place. The contingent value right in the transaction links incremental payment to sales performance through 2029, maintaining a performance contingent element to the purchase price.
Other analyst reactions
- Evercore ISI lowered its rating on Arcellx to In Line from Outperform and set a price target of $115.
- Truist Securities downgraded the stock to Hold from Buy and reduced its price target to $120 from $134.
- Rothschild Redburn moved to Neutral from Buy, cited competition concerns, and cut its price target to $82.
These moves underscore a range of analyst responses to the acquisition terms, with several firms adjusting expectations and targets to reflect the deal's valuation and strategic consequences.
Valuation commentary and research access
Separate valuation analysis cited in coverage notes that the stock appears overvalued relative to a calculated fair value measure. Investors interested in a deeper dive into Arcellx's valuation and the acquisition prospects are directed to specialist equity research reports that provide more comprehensive modeling and scenario analysis.
Bottom line
The acquisition proposal from Gilead, which includes a $115 cash component and a $5 contingent payment tied to sales thresholds through 2029, has prompted rating changes across multiple brokerages and led Stifel to align its price target with the offer. Stifel continues to view anito-cel as a high-potential oncology launch, with a possible expansion into earlier lines of therapy serving as the main route to its $7 billion peak sales projection.