Arcellx, Inc. (NASDAQ: ACLX) reported an insider sale on February 27, 2026, in which Chief Executive Officer Rami Elghandour sold 89,916 shares of common stock for approximately $10.2 million. The shares were disposed of at a weighted average price between $113.83 and $114.25. At the time of the transaction the stock was trading close to its 52-week peak of $114.26, after a 75% year-to-date increase in the share price.
The company and the CEO characterized the sale as a tax-withholding transaction tied to the vesting of restricted stock units (RSUs). According to the disclosure, the sale's purpose was to satisfy the tax obligations generated by those RSU vestings rather than to indicate a broader diversification or liquidity strategy.
Earlier in the year, on January 2, 3 and 6, Elghandour received a combined 164,548 shares of common stock resulting from the exercise of restricted stock units at an exercise price of $0. Those issuances and the later taxable vesting event are the context for the February share sale.
Separately, Arcellx announced that Gilead Sciences is acquiring the company for an equity value of approximately $7.8 billion. The purchase agreement specifies $115 in cash per Arcellx share, plus a contingent value right (CVR) worth $5 per share that is payable only if cumulative sales reach $6 billion by 2029. That acquisition framework set the immediate pricing backdrop for Arcellx shares.
Following the acquisition announcement, several analyst firms revised their coverage and price targets for Arcellx. Guggenheim moved the rating to Neutral from Buy and cut its price target to $115 from $120. UBS also downgraded the stock to Neutral from Buy while raising its target to $115 from $100. Stifel shifted its rating to Hold from Buy and reset its target to $115 from $127. Evercore ISI and Truist Securities likewise downgraded their recommendations and established a common price target of $115.
Those brokerage actions accompanied the Gilead deal and framed market expectations for Arcellx as the transaction proceeds through its approval and closing processes. The company disclosure attributes the insider sale to tax obligations tied to executive compensation mechanics rather than to a change in strategic outlook.
Key takeaways:
- CEO Rami Elghandour sold 89,916 ACLX shares on Feb. 27, 2026, for about $10.2 million at a weighted average price between $113.83 and $114.25.
- The sale was made to satisfy tax withholding related to RSU vesting; earlier in January Elghandour received 164,548 shares from RSU exercises at $0 exercise price.
- Gilead’s approximately $7.8 billion acquisition offer - $115 per share plus a $5 CVR tied to $6 billion cumulative sales by 2029 - has prompted multiple analyst downgrades and price-target adjustments to $115.