Arcellx Inc 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number 001-41259ARCELLX, INC.(Exact name of Registrant as specified in its Charter)Delaware47-2855917(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)800 Bridge ParkwayRedwood City, CA9406594065(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (240) 327-0630 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growth company☐ Accelerated filer☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the registrant's common stock, par value $0.001 per share, held by non-affiliates of the registrant on June 30, 2025,the last business day of the registrant's most recently completed second fiscal quarter, was approximately $3.2 billion based on the closing price ofthe registrant's common stock on the Nasdaq Global Select Market on that date. Exclusion of shares held by any person should not be construed toindicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant, or thatsuch person is controlled by or under common control with the registrant.The number of shares of Registrant’s Common Stock outstanding as of February 20, 2026 was 58,479,812. Portions of the Registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with theRegistrant’s 2026 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III ofthis Form 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of theRegistrant’s fiscal year ended December31, 2025. Except with respect to information specifically incorporated by reference, the Proxy Statement isnot deemed to be filed as part of this Annual Report on Form 10-K. Table of Contents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities113Item 6.[Reserved]114Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations115Item 7A.Quantitative and Qualitative Disclosu