Gilead Acquires Arcellx in $7.8B Deal to Gain Control of CAR-T Asset

In one of the year’s biggest transactions so far, Gilead Sciences has agreed to acquire Arcellx in a deal valued at approximately $7.8 billion. 

The acquisition builds on a partnership that began in 2022 between Gilead’s cell therapy division, Kite Pharma, and Arcellx to co-develop anitocabtagene autoleucel (anito-cel), a B-cell maturation antigen (BCMA)-directed CAR-T therapy designed for patients with relapsed or refractory multiple myeloma.

Under the definitive agreement, Gilead will pay $115 per share in cash, representing a roughly 68% premium over Arcellx’s recent average trading price. In addition, Arcellx shareholders will receive one contingent value right (CVR) per share worth $5 if cumulative global net sales of anito-cel reach $6 billion by year-end 2029.

Analysts had anticipated a possible acquisition as Gilead had committed up to $530 million in milestone payments tied to anito-cel.

The transaction is expected to close in the second quarter of 2026.

Anito-cel is currently under FDA review for approval as a fourth-line treatment for relapsed or refractory multiple myeloma. Although Gilead requested priority review, the December 23 PDUFA target date indicates the agency is evaluating the application under its standard review timeline.

In the announcement, Gilead said the BLA for anito-cel is supported by results from a Phase I study and the Phase II iMMagine1 study. 

If the FDA approves the therapy, the acquisition could become earnings-per-share accretive by 2028.

Although Gilead and Arcellx already shared rights to anito-cel through their previous co-development agreement, the acquisition gives Gilead full control over development, commercialization and profit streams, eliminating profit-sharing and royalty structures.

“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,” said Daniel O’Day, Chairman and CEO, Gilead Sciences. “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.”

Arcellx’s D-domain CAR technology platform offers proprietary target-binding domains with high specificity and enhanced binding affinity. The platform can be leveraged in future generations of CAR-T or bispecific therapies, as well as in in vivo cell therapy efforts.

“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,” said Rami Elghandour, Chairman and CEO, Arcellx. 

“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.”

Gilead has been steadily expanding its oncology footprint, including the 2017 $11.9 billion acquisition of Kite Pharma. 

Related: Eli Lilly Acquires Orna Therapeutics in Up to $2.4B Deal

Johnson & Johnson and Legend Biotech’s BCMA-directed CAR-T therapy, Carvykti, was approved in 2022 and has since achieved blockbuster status. However, following discussions with physicians who treat multiple myeloma, according to reporting by Fierce Pharma, analysts at Guggenheim Securities noted in a recent investor report that anito-cel may be favored over the existing therapy, citing differences in safety profiles as a key factor driving physician preference.

William Blair analysts responded positively to the transaction, pointing to the substantial premium offered over Arcellx’s share price and the high probability that shareholders will realize the contingent value right linked to anito-cel. They also suggested the acquisition premium reflects Gilead’s confidence in the long-term potential of Arcellx’s broader technology platforms beyond anito-cel.

Analysts see potential for anito-cel to become a foundational treatment for multiple myeloma and possibly be explored in earlier lines of therapy if clinical success continues.

Gilead also markets Tecartus and Yescarta, both CD19-directed treatments. However, its cell therapy business has faced headwinds, with sales declining 7% to $1.8 billion last year.

The announcement sent Arcellx’s stock soaring, up nearly 78% in early trading, while Gilead’s shares dipped modestly amid broader market volatility.