SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Arcellx, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

03940C100

(CUSIP Number)

Rami Elghandour
c/o Arcellx, Inc., 800 Bridge Parkway
Redwood City, CA, 94065
(240) 327-0630

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

03940C100

Name of reporting person

Rami Elghandour

Check the appropriate box if a member of a Group (See Instructions)

(a)

(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Checkbox not checked

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

Aggregate amount beneficially owned by each reporting person

0.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in Row (11)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common stock, par value $0.001 per share

(b)

Name of Issuer:

Arcellx, Inc.

(c)

Address of Issuer's Principal Executive Offices:

800 Bridge Parkway, Redwood City, CALIFORNIA , 94065.

Item 1 Comment:

This Amendment No. 3 ("Amendment No. 3") amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Rami Elghandour on November 8, 2024 as amended on February 27, 2025 and February 24, 2026 (as amended, the "Schedule 13D") with respect to shares of common stock, par value $0.001 per share ("common stock"), of Arcellx, Inc. (the "Issuer"). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: Tender Offer and Closing of the Merger As previously disclosed by the Issuer on February 23, 2026, the Issuer entered into an Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), with Gilead Sciences, Inc., a Delaware corporation ("Parent") and Ravens Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on April 28, 2026, Purchaser completed a tender offer to purchase (the "Offer") all of the Issuer's outstanding common stock in exchange for (x) $115.00 per share, net to the seller in cash, without interest and subject to any required withholding of taxes (the "Closing Amount"), and (y) one contractual contingent value right per share (each, a "CVR," and each CVR together with the Closing Amount, the "Merger Consideration"), which represents the right to receive one contingent milestone payment of $5.00 per CVR, in cash, without interest and subject to any required withholding of taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement. Following the consummation of the Offer, on April 28, 2026 (the "Closing Date"), Purchaser merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of common stock (subject to certain exceptions) was converted into the right to receive the Merger Consideration from Purchaser. Pursuant to the terms of the Merger Agreement, at the Effective Time, (A) each option to purchase shares of common stock (each, a "Company Option") that was outstanding and unexercised, whether or not vested, and which had a per share exercise price that was less than the Closing Amount was canceled and converted into the right to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the Effective Time, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the Effective Time and (B) each award of restricted stock units with respect to shares of common stock (each, a "Company RSU") that was outstanding, whether or not vested, was canceled and converted into the right to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the Effective Time (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof) and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the Effective Time. Pursuant to the support agreements described in Item 4 of Amendment No. 2 to this Schedule 13D, the Reporting Person tendered all shares of common stock held by him in the Offer, and as a result of the cancellation of Company RSUs and Company Options pursuant to the Merger Agreement, following the Closing Date, the Reporting Person ceased to beneficially own any shares of common stock.

Item 5.

Interest in Securities of the Issuer

(a)

Regarding aggregate beneficial ownership, see Row 11 of the cover page. Regarding percentage beneficial ownership, see Row 13 of the cover page. Regarding sole power to vote shares, see Row 7 of the cover page. Regarding shared power to vote shares, see Row 8 of the cover page. Regarding sole power to dispose of shares, see Row 9 of the cover page. Regarding shared power to dispose of shares, see Row 10 of the cover page.

(b)

(c)

Except as set forth in this Schedule 13D, certain share transfers for estate planning purposes, and a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of Company RSUs, the Reporting Person has not effected any transaction in the securities of the Issuer during the past 60 days.

(d)

Not applicable

(e)

Following the Closing Date, the Reporting Person ceased to beneficially own any shares of common stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6, as applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rami Elghandour

Signature:	/s/ Rami Elghandour
Name/Title:	Rami Elghandour
Date:	04/28/2026

Amendment: SEC Form SCHEDULE 13D/A filed by Arcellx Inc.