10-K – 2026-02-24 – gild-20251231.htm

6.     ACQUISITIONS
Interius
In October 2025, we closed an agreement to acquire all outstanding shares of Interius BioTherapeutics, Inc. (“Interius”), a privately held biotechnology company developing in vivo chimeric antigen receptor (“CAR”) therapeutics, for approximately $ 350 million in cash consideration. As a result, Interius became our wholly-owned subsidiary.
We accounted for the transaction as an asset acquisition and recorded a $ 311 million charge to Acquired in-process research and development expenses on our Consolidated Statements of Operations in 2025. The remaining purchase price related to various other assets acquired and liabilities assumed, consisting primarily of deferred tax assets.
CymaBay
In March 2024, we completed the acquisition of CymaBay Therapeutics, Inc. (“CymaBay”) for total consideration of $ 3.9  billion, net of cash acquired. Upon closing, CymaBay became our wholly-owned subsidiary.
We accounted for this transaction as an asset acquisition since the lead asset, seladelpar, an investigational, oral, peroxisome proliferator-activated receptor delta agonist shown to regulate critical metabolic and liver disease pathways, represented substantially all of the fair value of the gross assets acquired. In 2024, we recorded a $ 3.8  billion charge, representing an acquired IPR&D asset with no alternative future use, to Acquired in-process research and development expenses, as well as stock-based compensation expense of $ 133 million related to the cash settlement of unvested CymaBay employee stock awards attributable to post-acquisition services, with $ 67 million being recorded in Research and development expenses and $ 67  million in Selling, general and administrative expenses on our Consolidated Statements of Operations. In connection with this acquisition, we recorded $ 333 million of assets acquired, primarily consisting of net deferred tax assets, and $ 228 million of liabilities assumed, primarily related to an assumed financing arrangement which we subsequently settled in 2024 through various payments totaling $ 209 million.
In July 2024, we paid $ 320 million to Janssen Pharmaceutica NV to extinguish a future royalty obligation related to seladelpar, which was recorded to Acquired in-process research and development expenses on our Consolidated Statements of Operations.
In August 2024, FDA granted accelerated approval for Livdelzi (seladelpar) for the treatment of primary biliary cholangitis in combination with ursodeoxycholic acid (“UDCA”) in adults who have had an inadequate response to UDCA, or as monotherapy in patients unable to tolerate UDCA.
XinThera
In May 2023, we closed an agreement to acquire XinThera, Inc. (“XinThera”), a privately held biotechnology company focused on small molecule drugs to treat cancer and immunologic diseases, for approximately $ 200 million in cash consideration, net of cash acquired. As a result, XinThera became our wholly-owned subsidiary.
We accounted for the transaction as an asset acquisition and recorded a $ 170 million charge to Acquired in-process research and development expenses on our Consolidated Statements of Operations in 2023. The remaining purchase price related to various other assets acquired and liabilities assumed. Under the agreement, the former shareholders of XinThera are eligible to receive performance-based development and regulatory milestone payments of up to approximately $ 760 million, with the first $ 50 million of such milestones paid and charged primarily to Acquired in-process research and development expenses in October 2023.
Tmunity
In February 2023, we closed an agreement to acquire Tmunity Therapeutics, Inc. (“Tmunity”), a clinical-stage, private biotechnology company focused on next-generation CAR T-cell therapies and technologies. Under the terms of the agreement, we acquired all outstanding shares of Tmunity other than those already owned by Gilead for approximately $ 300 million in cash consideration. As a result, Tmunity became our wholly-owned subsidiary.
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We accounted for the transaction as an asset acquisition and recorded a $ 244 million charge to Acquired in-process research and development expenses on our Consolidated Statements of Operations in 2023. The remaining purchase price related to various other assets acquired and liabilities assumed, consisting primarily of deferred tax assets. Under the agreement, the former shareholders of Tmunity and the University of Pennsylvania are eligible to receive a mix of up to approximately $ 1.0 billion in potential future payments upon achievement of certain development, regulatory and sales-based milestones, as well as royalty payments on sales, with the first $ 25 million of milestones charged to Acquired in-process research and development expenses in 2023 and paid in January 2024. In 2024, we paid an additional $ 47 million for development milestones met, which was charged to Acquired in-process research and development expenses on our Consolidated Statements of Operations.

7.     COLLABORATIONS AND OTHER ARRANGEMENTS
We enter into licensing and strategic collaborations and other similar arrangements with third parties for the research, development and commercialization of certain products and product candidates. The collaborations involve two or more parties who are active participants in the operating activities of the collaboration and are exposed to significant risks and rewards depending on the commercial success of the activities. The financial terms of these arrangements may include non-refundable upfront payments, expense reimbursements, payments by us for options to acquire certain rights, contingent obligations by us for potential development and regulatory milestone payments and/or sales-based milestone payments, royalty payments, revenue or profit-sharing arrangements and cost-sharing arrangements. Certain payments are contingent upon the occurrence of various future events that have a high degree of uncertainty. Development milestone payments are recorded in our Consolidated Statements of Operations as incurred. Regulatory milestone payments are capitalized as intangible assets and amortized to Cost of goods sold over the term of the respective collaboration arrangement. In conjunction with these arrangements, we occasionally purchase shares of the collaboration partner and record such equity investments in either Prepaid and other current assets or Other long-term assets on our Consolidated Balance Sheets, generally depending on marketability and whether the securities are subject to lock-up provisions.
Pregene
In September 2025, we entered into a strategic license and collaboration agreement with Shenzhen Pregene Biopharma Co., Ltd. (“Pregene”) to develop next-generation in vivo therapies. Upon closing of the agreement, we made a $ 120 million upfront payment, and in the fourth quarter of 2025, we made an $ 80 million milestone payment to Pregene, both of which were charged to Acquired in-process research and development expenses on our Consolidated Statements of Operations. In addition, Pregene is eligible to receive additional payments up to approximately $ 1.5 billion upon the achievement of certain development, regulatory, and sales-based milestones as well as up to tiered mid-single digit royalties on annual net sales.
LEO Pharma
In January 2025, we entered into a strategic partnership with LEO Pharma A/S (“LEO Pharma”) to accelerate the development and commercialization of LEO Pharma’s small molecule oral signal transducer and activator of transcription 6 (“STAT6”) programs for the potential treatment of patients with inflammatory diseases. Gilead will have global rights to develop, manufacture, and commercialize the small molecule oral STAT6 program. LEO Pharma will have the option to potentially co-commercialize oral programs for dermatology outside the U.S. LEO Pharma will hold exclusive global rights to STAT6 topical formulations in dermatology. Upon closing of the agreement, we made a $ 250 million upfront payment to LEO Pharma, which was charged to Acquired in-process research and development expenses on our Consolidated Statements of Operations in 2025. In addition, LEO Pharma is eligible to receive up to approximately $ 1.5 billion in additional milestone payments and may also receive tiered royalties on sales of oral STAT6 products.
Abingworth
In December 2023, we entered into an arrangement with funds managed by Abingworth LLP (“Abingworth”) under which we will receive up to $ 210 million to co-fund our development costs for Trodelvy for non-small cell lung cancer in 2023 through 2026. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses, with $ 62 million and $ 78 million of such reductions recorded during the years ended December 31, 2025 and 2024, respectively. If successful, upon regulatory approval in the U.S. for the specified indication, Abingworth will be eligible to receive an approval-based fixed milestone payment of up to $ 84 million and royalties based on the applicable net sales.
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Arcellx
In January 2023, we closed an agreement to enter into a global strategic collaboration with Arcellx, Inc. (“Arcellx”), a public biotechnology company focused on delivering a new class of innovative immunotherapies for patients with cancer and other incurable diseases, to co-develop and co-commercialize Arcellx’s lead late-stage product candidate, CART-ddBCMA, for the treatment of patients with relapsed or refractory multiple myeloma, and potential future next-generation autologous and non-autologous products. In December 2023, we amended the agreement and expanded the scope of the collaboration to include lymphomas and exercised our option to negotiate a license for Arcellx’s ARC-SparX program, ACLX-001, in multiple myeloma. In conjunction with the collaboration, we recorded a combined $ 313 million charge to Acquired in-process research and development expenses on our Consolidated Statements of Operations in 2023, primarily related to upfront payments. We also made various purchases of Arcellx shares for which we recorded an equity investment of $ 299 million on our Consolidated Balance Sheets in 2023. As of December 31, 2025, the investment is included in Prepaid and other current assets. The companies share development, clinical trial and commercialization costs for CART-ddBCMA and will jointly commercialize the product and split U.S. profits 50 / 50 . Outside the U.S., we will commercialize the product and Arcellx will receive royalties on sales. Under the agreement, Arcellx is eligible to receive performance-based development and regulatory milestone payments of up to $ 1.5  billion related to CART-ddBCMA, a potential future next-generation autologous product and a potential future non-autologous product, with further commercial milestone payments, profit split payments on co-promoted products and royalties on at least a portion of worldwide net sales, depending on whether Arcellx opts in to co-promote the future products. In 2024, we paid $ 68 million for development milestones met, which was charged to Acquired in-process research and development expenses on our Consolidated Statements of Operations. If additional future products are developed, Arcellx would be eligible to receive additional milestone payments, profit split payments on co-promoted products and royalties on at least a portion of worldwide net sales, depending on whether Arcellx opts in to co-promote these additional future products as well.
In February 2026, we entered into a definitive agreement to acquire Arcellx for an estimated $ 7.0 billion excluding our pre-existing common stock holdings, providing us with full control of its leading pipeline candidate, anitocabtagene autoleucel (“anito-cel”), an investigational BCMA-directed CAR-T cell therapy for patients with relapsed and/or refractory multiple myeloma. Under the terms of the merger agreement, a wholly-owned subsidiary of Gilead will commence a tender offer to acquire all of the outstanding shares of Arcellx’s common stock that Gilead does not already own for an offer price of $ 115 per share in cash and one non-transferable contingent value right of $ 5 per share upon the achievement of cumulative global net sales of anito-cel of at least $ 6.0 billion from launch through year-end 2029. Following successful completion of the tender offer, Gilead will acquire all remaining shares of Arcellx not tendered in the offer through a second step merger at the same price as in the tender offer. Consummation of the tender offer is subject to a minimum tender of at least a majority of then-outstanding Arcellx shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions. Gilead plans to pay all cash consideration for the transaction. The tender offer is not subject to a financing condition. Upon closing, which is anticipated in the second quarter of 2026, Arcellx will become a wholly-owned subsidiary.
Merck
In March 2021, we entered into a license and collaboration agreement with Merck Sharp & Dohme Corp., a subsidiary of Merck & Co., Inc. (“Merck”) to jointly develop and commercialize long-acting investigational treatments in HIV that combine Gilead’s investigational capsid inhibitor, lenacapavir, and Merck’s investigational nucleoside reverse transcriptase translocation inhibitor, islatravir, with other formulations potentially added to the collaboration as mutually agreed. The collaboration is initially focused on long-acting oral and injectable formulations.
Under the terms of the agreement, as amended, Gilead and Merck will mostly share global development and commercialization costs at 60 % and 40 %, respectively, across the oral and injectable formulation programs. For long-acting oral products, if approved, Gilead would lead commercialization in the U.S., and Merck would lead commercialization in the European Union (“EU”) and rest of the world. For long-acting injectable products, if approved, Merck would lead commercialization in the U.S. and Gilead would lead commercialization in the EU and rest of the world. Under the terms of the agreement, Gilead and Merck would jointly promote the combination products in the U.S. and certain other major markets. If successful, we would share global product revenues with Merck equally until product revenues surpass certain pre-determined per formulation revenue tiers. Upon passing $ 2.0 billion in net product sales for the oral combination in a given calendar year, our share of revenue would increase to 65 % for any revenues above the threshold for such calendar year. Upon passing $ 3.5 billion in net product sales for the injectable combination in a given calendar year, our share of revenue will increase to 65 % for any revenues above the threshold for such calendar year. Reimbursements of R&D costs to or from Merck are recorded within Research and development expenses on our Consolidated Statements of Operations. Expenses recognized under the agreement were not material for the years ended December 31, 2025, 2024 and 2023. No revenues have been recognized under the agreement for the years ended December 31, 2025, 2024 and 2023.
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We will also have the option to license certain of Merck’s investigational oral integrase inhibitors to develop in combination with lenacapavir. Reciprocally, Merck will have the option to license certain of Gilead’s investigational oral integrase inhibitors to develop in combination with islatravir. Each company may exercise its option for such investigational oral integrase inhibitor of the other company within the first five years after execution of the agreement, following completion of the first Phase 1 clinical trial of that integrase inhibitor. Upon exercise of an option, the companies will split development costs and revenues, unless the non-exercising company decides to opt out, in which case the non-exercising company will be paid a royalty.
Arcus
In May 2020, we entered into a transaction, and have since entered into various amending transactions, with Arcus, a publicly traded oncology-focused biopharmaceutical company, which included entry into an option, license and collaboration agreement (as amended, the “Collaboration Agreement”), with Gilead having the right to opt in to all current and future clinical-stage product candidates for up to ten years following the closing of the initial transaction, and a common stock purchase agreement and an investor rights agreement (together, as amended, the “Stock Purchase Agreements”).
As part of the May 2023 amendment, we paid a $ 35  million upfront fee to initiate research programs against targets jointly selected by the parties that are applicable to inflammatory diseases, which was charged to Acquired in-process research and development expenses on our Consolidated Statements of Operations.
As part of the January 2024 amendment, we committed to a $ 100  million continuation fee, which was charged to Acquired in-process research and development expenses on our Consolidated Statements of Operations and paid later in 2024. Our number of designees on Arcus’ board of directors was also increased to three .
Under the Collaboration Agreement, the companies co-develop and share the global costs related to these clinical programs. We recorded $ 218 million, $ 243 million and $ 189 million of such costs primarily in Research and development expenses on our Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively. If the optioned molecules achieve regulatory approval, the companies will co-commercialize and equally share profits in the U.S. Gilead will hold exclusive commercialization rights outside the U.S., subject to any rights of Arcus’s existing collaboration partners, and will pay to Arcus tiered royalties as a percentage of net sales ranging from the mid teens to low twenties. For the research programs applicable to inflammatory diseases, Gilead may exercise an option to license each program at two separate, prespecified time points. If Gilead exercises its option at the earlier time point, Arcus would be eligible to receive up to $ 420  million in future option and milestone payments and tiered royalties for each optioned program. If Gilead exercises its option at the later time point, the parties would have rights to co-develop and share global development costs and to co-commercialize and share profits in the U.S. for optioned programs. We may also pay as much as an additional $ 100 million at our option in 2026 and again in 2028, unless terminated early, to maintain the rights to opt in to future Arcus programs for the duration of the contact term.
We have made various purchases of shares since the original closing of the Stock Purchase Agreements, including a purchase of shares at a premium for $ 320  million in 2024 whereby we recorded $ 233  million for the fair value of the equity investment in Prepaid and other current assets on our Consolidated Balance Sheets and $ 87  million for the premium in Other (income) expense, net on our Consolidated Statements of Operations for the year ended December 31, 2024. As of December 31, 2025, we held 31.4 million shares, or approximately 30 % of the issued and outstanding voting stock of Arcus at the time of our latest purchase of shares.
Galapagos
In August 2019, we closed a 10-year option, license and collaboration agreement (the “OLCA”) and a subscription agreement (the “Subscription Agreement”), each with Galapagos, a clinical-stage biotechnology company based in Belgium, pursuant to which the parties entered into a global collaboration that covers certain programs in Galapagos’ current and future product portfolio.
Under the OLCA, if we exercise our option to a program, we will pay a $ 150 million option exercise fee per program. In addition, Galapagos will receive tiered royalties ranging from 20 % to 24 % on net sales in our territories of each Galapagos product optioned by us. If we exercise our option for a program, the parties will share equally in development costs and mutually agreed commercialization costs incurred subsequent to our exercise of the option. We may terminate the collaboration in its entirety or on a program-by-program and country-by-country basis with advance notice as well as following other customary termination events.
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Pursuant to the Subscription Agreement, we purchased new ordinary shares of Galapagos and were issued warrants that confer the right to subscribe, from time to time, for a number of new shares to be issued by Galapagos sufficient to bring the number of shares owned by us to 29.9 % of the issued and outstanding shares at the time of our exercises. We currently own 16.7 million shares or approximately 25.8 % of the shares issued and outstanding at the time of last purchase in 2019. We are subject to a 10-year standstill restricting our ability to acquire voting securities of Galapagos exceeding more than 29.9 % of the then-issued and outstanding voting securities of Galapagos. We have two designees appointed to Galapagos’ board of directors as of December 31, 2025.
Janssen
Complera/Eviplera and Odefsey
In 2009, we entered into a license and collaboration agreement with Janssen to develop and commercialize a fixed-dose combination of our Truvada and Janssen’s non-nucleoside reverse transcriptase inhibitor, rilpivirine. This combination was approved in the U.S. and EU in 2011 and is sold under the brand name Complera in the U.S. and Eviplera in the EU. The agreement was amended in 2014 to expand the collaboration to include another product containing Janssen’s rilpivirine and our emtricitabine and tenofovir alafenamide (“Odefsey”).
Under the amended agreement, Janssen granted us an exclusive license to Complera/Eviplera and Odefsey worldwide, but retained rights to distribute both combination products in certain countries outside of the U.S. Neither party is restricted from combining its drugs with any other drug products except those which are similar to the components of Complera/Eviplera and Odefsey.
We are responsible for manufacturing Complera/Eviplera and Odefsey and have the lead role in registration, distribution and commercialization of both products except in the countries where Janssen distributes. Janssen has exercised a right to co-detail the combination product in some of the countries where we are the selling party.
Under the financial provisions of the 2014 amendment, the selling party sets the price of the combined products and the parties share revenues based on the ratio of the net selling prices of the party’s component(s), subject to certain restrictions and adjustments. We retain a specified percentage of Janssen’s share of revenues, including up to 30 % in major markets. Sales of these products amounted to approximately $ 1.3 billion, $ 1.4 billion and $ 1.5 billion for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in Product sales on our Consolidated Statements of Operations. Janssen’s share of these revenues was $ 369 million, $ 403 million and $ 430 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in Cost of goods sold on our Consolidated Statements of Operations.
Termination of the agreement may be on a product or country basis and will depend on the circumstances, including withdrawal of a product from the market, material breach by either party or expiry of the revenue share payment term. We may terminate the agreement without cause with respect to the countries where we sell the products.
Symtuza
In 2014, we amended a license and collaboration agreement with Janssen to develop and commercialize a fixed-dose combination of Janssen’s darunavir and our cobicistat, emtricitabine and tenofovir alafenamide (“Gilead Compounds”). This combination was approved in the U.S. and EU in July 2018 and September 2017, respectively, and is sold under the brand name Symtuza.
Under the terms of the 2014 amendment, we granted Janssen an exclusive license to Symtuza worldwide. Janssen is responsible for manufacturing, registration, distribution and commercialization of Symtuza worldwide. We are responsible for the intellectual property related to the Gilead Compounds and are the exclusive supplier of the Gilead Compounds. Neither party is restricted from combining its drugs with any other drug products except those which are similar to the components of Symtuza.
Janssen sets the price of Symtuza and the parties share revenue based on the ratio of the net selling prices of the party’s component(s), subject to certain restrictions and adjustments. The intellectual property license and supply obligations related to the Gilead Compounds are accounted for as a single performance obligation. As the license was deemed to be the predominant item to which the revenue share relates, we recognize our share of the Symtuza revenue in the period when the corresponding sales of Symtuza by Janssen occur. We record our share of the Symtuza revenue as Product sales on our Consolidated Statements of Operations primarily because we supply the Gilead Compounds to Janssen for Symtuza.
Termination of the agreement may be on a product or country basis and will depend on the circumstances, including withdrawal of a product from the market, material breach by either party or expiry of the revenue share payment term. Janssen may terminate the agreement without cause on a country-by-country basis, in which case Gilead has the right to become the selling party for such country(ies) if the product has launched but has been on the market for fewer than 10 years. Janssen may also terminate the entire agreement without cause.
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Japan Tobacco / Shionogi
In 2005, Japan Tobacco, Inc. (“Japan Tobacco”) granted us exclusive rights to develop and commercialize elvitegravir, a novel HIV integrase inhibitor, in all countries of the world, excluding Japan, where Japan Tobacco retained such rights. In 2018, we entered into an agreement with Japan Tobacco to acquire the rights to market and distribute certain products in our HIV portfolio in Japan and to expand our rights to develop and commercialize elvitegravir to include Japan. Under the terms of the agreement, we paid Japan Tobacco $ 559 million in cash and recognized an intangible asset of $ 550 million reflecting the estimated fair value of the marketing-related rights acquired from Japan Tobacco. The intangible asset is being amortized over nine years , representing the period over which the majority of the benefits are expected to be derived from the applicable products in our HIV portfolio. The amortization expense is classified as selling expense and recorded in Selling, general and administrative expenses on our Consolidated Statements of Operations.
In 2025, Japan Tobacco was acquired by Shionogi & Co., Ltd. (“Shionogi”), and Shionogi assumed all rights and obligations of Japan Tobacco under our agreements. We are responsible for seeking regulatory approval in our territories and are required to use diligent efforts to commercialize elvitegravir for the treatment of HIV infection. We bear all costs and expenses associated with such commercialization efforts and pay a royalty to Shionogi, as successor to Japan Tobacco, based on our product sales. Our sales of these products, namely Genvoya and Stribild, amounted to approximately $ 1.6 billion, $ 1.8 billion and $ 2.2 billion for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in Product sales on our Consolidated Statements of Operations. We expensed royalties due to Japan Tobacco (and beginning in 2025, Shionogi as its successor) of $ 112 million, $ 139 million and $ 167 million for the years ended December 31, 2025, 2024 and 2023, respectively, in Cost of goods sold on our Consolidated Statements of Operations.
Termination of the agreement may be on a product or country basis and will depend on the circumstances, including material breach by either party or expiry of royalty payment term. We may also terminate the entire agreement without cause.

8.     GOODWILL AND INTANGIBLE ASSETS
Goodwill
There were no changes in the carrying value of goodwill for the years ended December 31, 2025 and 2024. In addition, as of December 31, 2025, there were no accumulated goodwill impairment losses.
Intangible Assets
The following table summarizes our Intangible assets, net:

  December 31, 2025 December 31, 2024
(in millions) Gross 
Carrying
Amount Accumulated
Amortization Foreign Currency Translation Adjustment Net Carrying Amount Gross 
Carrying
Amount Accumulated
Amortization Foreign Currency Translation Adjustment Net Carrying Amount
Finite-lived assets:
Intangible asset – sofosbuvir $ 10,720   $ ( 8,448 ) $ —   $ 2,272   $ 10,720   $ ( 7,749 ) $ —   $ 2,971  
Intangible asset – axicabtagene ciloleucel
7,110   ( 3,127 ) —   3,983   7,110   ( 2,721 ) —   4,389  
Intangible asset – Trodelvy
11,730   ( 4,164 ) —   7,566   11,730   ( 3,083 ) —   8,647  
Intangible asset – Hepcludex
845   ( 415 ) —   430   845   ( 329 ) —   516  
Other 1,483   ( 1,056 ) —   428   1,474   ( 940 ) 1   535  
Total finite-lived assets 31,888   ( 17,211 ) —   14,678   31,879   ( 14,822 ) 1   17,058  
Indefinite-lived assets – IPR&D (1)
2,300   —  —   2,300   2,890   —  —   2,890  
Total intangible assets $ 34,188   $ ( 17,211 ) $ —   $ 16,978   $ 34,769   $ ( 14,822 ) $ 1   $ 19,948  
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(1)     The Indefinite-lived assets – IPR&D balance as of December 31, 2025 was comprised of $ 1.75 billion related to sacituzumab govitecan-hziy (“SG”) for non-small cell lung cancer (“NSCLC”) and $ 550 million related to bulevirtide. The balance as of December 31, 2024 was comprised of $ 1.75 billion related to SG for NSCLC and $ 1.1 billion related to bulevirtide. See “2025 Impairment” below for 2025 activity.
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Amortization Expense
Aggregate amortization expense related to finite-lived intangible assets was $ 2.4 billion for the years ended December 31, 2025 and 2024 and $ 2.3 billion for the year ended December 31, 2023, primarily included in Cost of goods sold on our Consolidated Statements of Operations.
The following table summarizes the estimated future amortization expense associated with our finite-lived intangible assets as of December 31, 2025:

(in millions) Amount
2026 $ 2,383  
2027 2,380  
2028 2,319  
2029 1,791  
2030 1,605  
Thereafter 4,199  
Total $ 14,678  

Impairment Assessments
No indicators of impairment resulting in an adjustment to the carrying value of intangible assets were identified for the years ended December 31, 2025, 2024 and 2023, except as described below.
There were no quantitative assessments for IPR&D intangible assets during the year ended December 31, 2025, other than the assessments described below. The weighted-average discount rates used in our quantitative assessments for IPR&D intangible assets during the years ended December 31, 2024 and 2023, other than for the assessments described below, were 7.25 % and 7.5 %, respectively.
2025 Impairments
In the second quarter of 2025 and again in the fourth quarter of 2025, additional data became available indicating a more competitive market for bulevirtide where it is not yet approved. Based on our evaluation of the data, and in connection with the preparation of the financial statements for the second quarter of 2025 and again for the year ended December 31, 2025, we performed impairment tests and determined that the revised estimated fair value of the bulevirtide IPR&D intangible asset was below its carrying value in both periods. As a result, we recognized partial impairment charges of $ 190  million and $ 400 million in In-process research and development impairments on our Consolidated Statements of Operations for the second and fourth quarters of 2025, respectively, for a total of $ 590 million for the year ended December 31, 2025.
To arrive at the revised estimated fair values as of June 30, 2025 and December 31, 2025, we used a probability-weighted income approach that discounts expected future cash flows to present value, which requires the use of Level 3 fair value measurements and inputs, including critical estimated inputs, such as: revenues and operating profits related to the planned utilization of bulevirtide outside of the EU, which includes inputs such as addressable patient population, projected market share, treatment duration, and the life of the potential commercialized product; the probability of technical and regulatory success; the time and resources needed to complete the development and approval of bulevirtide outside of the EU; an appropriate discount rate based on the estimated weighted-average cost of capital for companies with profiles similar to our profile; and risks related to the viability of and potential alternative treatments in any future target markets. We used discount rates of 8.25 % and 7.75 % for the second and fourth quarters of 2025, respectively, which are based on the estimated weighted-average cost of capital for companies with profiles similar to ours.
2024 Impairments
In January 2024, we received data from our Phase 3 EVOKE-01 study of Trodelvy evaluating SG indicating that the study did not meet its primary endpoint of overall survival in previously treated metastatic NSCLC, thus triggering a review for potential impairment of the NSCLC IPR&D intangible asset. Based on our evaluation of the study results and all other data available at the time, and in connection with the preparation of the financial statements for the first quarter of 2024, we performed an interim impairment test and determined that the revised estimated fair value of the NSCLC IPR&D intangible asset was below its carrying value. As a result, we recognized a partial impairment charge of $ 2.4  billion in In-process research and development impairments on our Consolidated Statements of Operations for the first quarter of 2024.
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In September 2024, based on discussions with regulators and external opinion leaders and the completed evaluation of the Phase 3 EVOKE-01 study data, we made a strategic decision to discontinue our clinical development program in metastatic NSCLC for Trodelvy in the second-line indication. This decision triggered a review for potential impairment of the NSCLC IPR&D intangible asset. Based on our evaluation, and in connection with the preparation of the financial statements for the third quarter of 2024, we performed an interim impairment test and determined that the revised estimated fair value of the NSCLC IPR&D intangible asset was below its carrying value. As a result, we recognized a partial impairment charge of $ 1.8  billion in In-process research and development impairments on our Consolidated Statements of Operations for the third quarter of 2024.
To arrive at the revised estimated fair values as of March 31, 2024 and September 30, 2024, we used a probability-weighted income approach that discounts expected future cash flows to present value, which requires the use of Level 3 fair value measurements and inputs, including critical estimated inputs, such as: revenues and operating profits related to the planned utilization of SG in NSCLC, which includes inputs such as addressable patient population, projected market share, treatment duration, and the life of the potential commercialized product; the probability of technical and regulatory success; the time and resources needed to complete the development and approval of SG in NSCLC; an appropriate discount rate based on the estimated weighted-average cost of capital for companies with profiles similar to our profile; and risks related to the viability of and potential alternative treatments in any future target markets. We used a discount rate of 7.00 % which is based on the estimated weighted-average cost of capital for companies with profiles similar to ours.
2023 Impairments
In 2023, we wrote off the remaining $ 51 million balance of a finite-lived intangible asset, charged to Cost of goods sold on our Consolidated Statements of Operations, due to the termination of a global development cost-sharing arrangement with Galapagos related to filgotinib and their obligation to pay tiered royalties to us on net sales in Europe.
Due to a change in anticipated timing of FDA approval, we also recognized a $ 50 million partial impairment of our bulevirtide IPR&D intangible asset in In-process research and development impairments on our Consolidated Statements of Operations in 2023.

9.      OTHER FINANCIAL INFORMATION
Accounts Receivable, Net
The following table summarizes our Accounts receivable, net:
December 31,
(in millions) 2025 2024
Accounts receivable (1)
$ 5,895   $ 5,319  
Less: allowances for chargebacks 843   759  
Less: allowances for cash discounts and other 97   89  
Less: allowances for credit losses 41   52  
Accounts receivable, net $ 4,913   $ 4,420  

_______________________________
(1)     As of December 31, 2025, the majority of our Accounts receivable balance arises from product sales in the U.S. and Europe and approximately 60 % relates to three wholesalers—Cardinal Health, Cencora and McKesson—and their specialty distributor affiliates.
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Inventories
The following table summarizes our Inventories:
December 31,
(in millions) 2025 2024
Raw materials $ 1,414   $ 1,295  
Work in process 1,306   847  
Finished goods 1,647   1,447  
Total $ 4,368   $ 3,589  

Reported as:
Inventories $ 1,774   $ 1,710  
Other long-term assets (1)
2,594   1,879  
Total $ 4,368   $ 3,589  
_______________________________
(1)     As of December 31, 2025, this amount primarily consists of raw materials and work in process.
As of December 31, 2025, we held approximately $ 613  million of pre-commercial Trodelvy inventory for which the manufacturing process has not yet been approved by FDA.
Prepaid and Other Current Assets
The following table summarizes the components of Prepaid and other current assets:

December 31,
(in millions) 2025 2024
Prepaid taxes $ 899   $ 480  
Equity securities 1,981   1,577  
Other 1,144   995  
Prepaid and other current assets $ 4,024   $ 3,052  

Property, Plant and Equipment, Net
The following table summarizes our Property, plant and equipment, net by asset type:

December 31,
(in millions) 2025 2024
Land and land improvements $ 561   $ 561  
Buildings and improvements (including leasehold improvements) 4,622   4,539  
Laboratory and manufacturing equipment 1,241   1,192  
Internal-use software 666   692  
Other 466   397  
Construction in progress 745   501  
Subtotal 8,302   7,884  
Less: accumulated depreciation 2,696   2,470  
Total $ 5,606   $ 5,414  

The following table summarizes our Property, plant and equipment, net by geography:

December 31,
(in millions) 2025 2024
U.S. $ 4,975   4,787  
International (1)
631   627  
Total $ 5,606   $ 5,414  
_______________________________
(1)     All individual international locations accounted for less than 10% of the total balances.
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The following table summarizes Depreciation expense:

Year Ended December 31,
(in millions) 2025 2024 2023
Depreciation expense $ 370   $ 381   $ 354  

Other Current Liabilities
The following table summarizes the components of Other current liabilities:

December 31,
(in millions) 2025 2024
Compensation and employee benefits $ 1,298   $ 1,228  
Income taxes payable 92   1,646  
Allowance for sales returns 321   321  
Other 2,243   2,269  
Other current liabilities $ 3,953   $ 5,464  

Accumulated Other Comprehensive Income
The following table summarizes the changes in Accumulated other comprehensive income by component, net of tax:

(in millions) Foreign Currency Translation Available-for-Sale Debt Securities Cash Flow Hedges Total
Balance as of December 31, 2022 $ 2   $ ( 33 ) $ 33   $ 2  
Net unrealized gain (loss), net of income tax benefit of $ 0 , $ 0 , and $( 2 ), respectively
$ 60   $ 26   $ ( 12 ) $ 75  
Loss (gain) reclassified to net income, net of income tax expense of $ 0 , $ 0 , and $ 7 , respectively
—   2   ( 51 ) ( 49 )
Other comprehensive income (loss), net 60   28   ( 62 ) 26  
Balance as of December 31, 2023 $ 62   $ ( 5 ) $ ( 29 ) $ 28  
Net unrealized (loss) gain, net of income tax expense of $ 0 , $ 0 , and $ 21 , respectively
$ ( 26 ) $ —   $ 149   $ 124  
Loss (gain) reclassified to net income, net of income tax expense of $ 0 , $ 0 , and $ 3 , respectively
—   5   ( 24 ) ( 19 )
Other comprehensive (loss) income, net ( 26 ) 5   125   104  
Balance as of December 31, 2024 $ 36   $ —   $ 96   $ 132  
Net unrealized gain (loss), net of income tax expense (benefit) of $ 0 , $ 3 , and $( 20 ), respectively
$ 38   $ 9   $ ( 143 ) $ ( 97 )
(Gain) loss reclassified to net income, net of income tax expense (benefit) of $ 0 , $ 0 , and $( 1 ), respectively
—   —   5   4  
Other comprehensive income (loss), net 38   8   ( 139 ) ( 93 )
Balance as of December 31, 2025 $ 74   $ 8   $ ( 43 ) $ 39  

The following table summarizes the reclassifications out of Accumulated other comprehensive income and into Net income, including the affected line items from our Consolidated Statements of Operations:

Year Ended December 31,
(in millions) 2025 2024 2023 Line Item Affected
Net (loss) gain related to cash flow hedges $ ( 5 ) $ 27   $ 58   Product sales
Net (gain) loss related to available-for-sale debt securities $ ( 1 ) $ 5   $ 2   Other (income) expense, net
Income tax (benefit) expense $ ( 1 ) $ 3   $ 7   Income tax (benefit) expense

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Restructuring
In 2025 and 2024, we incurred restructuring charges primarily related to reductions in our workforce. In 2023, we incurred restructuring charges primarily related to changes in our manufacturing strategy which included a decision to n o longer utilize certain facilities. As a result of this decision, we determined that the related assets were fully impaired based on the difference between fair value and the carrying amount. The total charges in 2023 consisted of write-offs of manufacturing assets of $ 381  million, write-offs of inventory of $ 89  million and other costs of $ 57  million.
The following table summarizes the affected line items from our Consolidated Statements of Operations:

Year Ended December 31,
(in millions) 2025 2024 2023
Cost of goods sold $ 4   $ —   $ 479  
Research and development expenses 68   98   20  
Selling, general and administrative expenses 66   91   28  
Restructuring charges $ 138   $ 188   $ 527  

As of December 31, 2025, we had a remaining liability of $ 61 million on our Consolidated Balance Sheets associated with restructuring charges, a majority of which we anticipate will be paid in the next 12 months.
Other (Income) Expense, Net
The following table summarizes the components of Other (income) expense, net:

Year Ended December 31,
(in millions) 2025 2024 2023
(Gain) loss from equity securities, net $ ( 451 ) $ 274   $ 167  
Interest income ( 349 ) ( 281 ) ( 376 )
Other, net 1   2   11  
Other (income) expense, net $ ( 798 ) $ ( 6 ) $ ( 198 )

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10.      DEBT AND CREDIT FACILITIES
The following table summarizes the carrying amount of our borrowings under various financing arrangements:

(in millions) Carrying Amount
Type of Borrowing Issue Date Maturity Date Interest Rate December 31, 2025 December 31, 2024
Senior Unsecured November 2014 February 2025 3.50 % $ —   $ 1,750  
Senior Unsecured September 2015 March 2026 3.65 % 2,750   2,747  
Senior Unsecured September 2016 March 2027 2.95 % 1,249   1,249  
Senior Unsecured September 2020 October 2027 1.20 % 749   748  
Senior Unsecured November 2024 November 2029 4.80 % 747   746  
Senior Unsecured September 2020 October 2030 1.65 % 996   995  
Senior Unsecured September 2023 October 2033 5.25 % 994   993  
Senior Unsecured November 2024 June 2035 5.10 % 992   991  
Senior Unsecured September 2015 September 2035 4.60 % 994   994  
Senior Unsecured September 2016 September 2036 4.00 % 744   744  
Senior Unsecured September 2020 October 2040 2.60 % 990   989  
Senior Unsecured December 2011 December 2041 5.65 % 997   997  
Senior Unsecured March 2014 April 2044 4.80 % 1,738   1,738  
Senior Unsecured November 2014 February 2045 4.50 % 1,736   1,735  
Senior Unsecured September 2015 March 2046 4.75 % 2,225   2,224  
Senior Unsecured September 2016 March 2047 4.15 % 1,731   1,730  
Senior Unsecured September 2020 October 2050 2.80 % 1,480   1,479  
Senior Unsecured September 2023 October 2053 5.55 % 989   988  
Senior Unsecured November 2024 November 2054 5.50 % 989   989  
Senior Unsecured November 2024 November 2064 5.60 % 739   738  
Total senior unsecured notes 23,827   25,562  
Liability related to future royalties 1,110   1,148  
Total debt, net 24,937   26,710  
Less: Current portion of long-term debt, net 2,807   1,815  
Total Long-term debt, net $ 22,129   $ 24,896  

Senior Unsecured Notes
In February 2025, we repaid $ 1.75 billion of principal balance related to our senior unsecured notes due February 2025.
Our senior unsecured notes may be redeemed at our option at a redemption price equal to the greater of (i) 100 % of the principal amount of the notes to be redeemed and (ii) the sum, as determined by an independent investment banker, of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate, plus a make-whole premium, which are defined in the terms of the notes. The senior unsecured notes also have a par call feature, exercisable at our option, to redeem the notes at par in whole, or in part, on dates ranging from one to six months prior to maturity. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption.
In the event of a change in control and a downgrade in the rating of our senior unsecured notes below investment grade by Moody’s Investors Service, Inc. and S&P Global Ratings, the holders may require us to purchase all or a portion of their notes at a price equal to 101 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase. We are required to comply with certain covenants under our note indentures governing our senior unsecured notes. As of December 31, 2025 and 2024, we were not in violation of any covenants.
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Liability Related to Future Royalties
In connection with our acquisition of Immunomedics, we assumed a liability related to a funding arrangement, which was originally entered into by Immunomedics and RPI Finance Trust (“RPI”), prior to our acquisition of Immunomedics. Under the funding agreement, RPI has the right to receive certain royalty amounts, subject to certain reductions, based on the net sales of Trodelvy for each calendar quarter during the term of the agreement through approximately 2036. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over 16 years. The estimated timing and amount of future expected royalty payments over the estimated term are re-assessed each reporting period. The impact from changes in estimates is recognized in the liability and the related interest expense prospectively.
Revolving Credit Facility
In June 2024, we terminated our $ 2.5  billion revolving credit facility maturing in June 2025 (the “2020 Revolving Credit Facility”) and entered into a new $ 2.5 billion revolving credit facility maturing in June 2029 (the “2024 Revolving Credit Facility”), which has terms substantially similar to the 2020 Revolving Credit Facility. The 2024 Revolving Credit Facility can be used for working capital requirements and for general corporate purposes, including, without limitation, acquisitions. As of December 31, 2025 and 2024, there were no amounts outstanding under our revolving credit facility.
The 2024 Revolving Credit Facility contains customary representations, warranties, affirmative and negative covenants and events of default. As of December 31, 2025, we were in compliance with all covenants. Loans under the 2024 Revolving Credit Facility bear interest at either (i) Term SOFR plus the Applicable Percentage, (ii) the Alternative Currency Term Rate plus the Applicable Percentage, or (iii) the Base Rate plus the Applicable Percentage, each as defined in the 2024 Revolving Credit Facility agreement. We may terminate or reduce the commitments and may prepay any loans under the 2024 Revolving Credit Facility in whole or in part at any time without premium or penalty.
Interest Paid
The following table summarizes interest paid, net of amounts capitalized:

Year Ended December 31,
(in millions) 2025 2024 2023
Interest paid, net of amounts capitalized $ 1,036   $ 951   $ 891  

Contractual Maturities of Financing Obligations
The following table summarizes the aggregate future principal maturities of our senior unsecured notes as of December 31, 2025:

(in millions) Amount
2026 $ 2,750  
2027 2,000  
2028 —  
2029 750  
2030 1,000  
Thereafter 17,500  
Total $ 24,000  

11.     LEASES
Our operating leases consist primarily of properties and equipment for our administrative, manufacturing and R&D activities. Some of our leases contain options to extend the lease term, allowing for extensions of up to 15 additional years for certain leases, and some contain options to terminate the lease early with a sufficient number of months’ notice and/or if a given number of years have passed after the lease commencement date. We determine the lease term by assuming the exercise of any renewal and/or early-termination options that are reasonably certain. As of December 31, 2025 and 2024, we did not have material finance leases.
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The following table summarizes balance sheet and other information related to our operating leases:

December 31,
(in millions, except weighted average amounts) Classification 2025 2024
Right-of-use assets, net Other long-term assets $ 532   $ 515  
Lease liabilities – current
Other current liabilities $ 102   $ 113  
Lease liabilities – noncurrent
Other long-term obligations $ 503   $ 498  
Weighted average remaining lease term 8.1 years 8.0 years
Weighted average discount rate 3.53   % 3.37   %

The following table summarizes cost and other activity related to our operating leases:

Year Ended December 31,
(in millions) 2025 2024 2023
Operating lease cost, including variable lease and short-term lease cost $ 169   $ 163   $ 165  
Cash paid for amounts included in the measurement of lease liabilities $ 127   $ 141   $ 88  
Right-of-use assets obtained in exchange for lease liabilities (1)
$ 106   $ 86   $ 214  

_______________________________
(1)     These represent noncash activities and were therefore not included on our Consolidated Statements of Cash Flows.
The following table is a maturity analysis of our operating lease liabilities as of December 31, 2025:

(in millions) Amount
2026 $ 121  
2027 99  
2028 87  
2029 75  
2030 73  
Thereafter 243  
Total undiscounted lease payments 699  
Less: imputed interest 94  
Total discounted lease payments $ 605  

12.      COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are a party to various legal actions. Certain significant matters are described below. We recognize accruals for such actions to the extent that we conclude that a loss is both probable and reasonably estimable. We accrue for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then we accrue the minimum amount in the range. If we determine that a material loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss. Unless otherwise noted, the outcome of these matters either is not expected to be material or is not possible to determine such that we cannot reasonably estimate the maximum potential exposure or the range of possible loss. As of December 31, 2025, we did not have any material accruals for the matters described herein. As of December 31, 2024, we had approximately $ 242 million of accruals on our Consolidated Balance Sheets for such matters, with approximately $ 200 million accrued for a potential settlement with the U.S. Attorney’s Office for the Southern District of New York, which we eventually entered into in April 2025 and subsequently paid.
Litigation with Generic Manufacturers
As part of the approval process for some of our products, FDA granted us a New Chemical Entity (“NCE”) exclusivity period during which other manufacturers’ applications for approval of generic versions of our products will not be approved. Generic manufacturers may challenge the patents protecting products that have been granted NCE exclusivity one year prior to the end of the NCE exclusivity period. Generic manufacturers have sought and may continue to seek FDA approval for a similar or identical drug through an abbreviated new drug application (“ANDA”), the application form typically used by manufacturers seeking approval of a generic drug. The sale of generic versions of our products prior to their patent expiration would have a significant negative effect on our revenues and results of operations. To seek approval for a generic version of a product having NCE status, a generic company may submit its ANDA to FDA four years after the branded product’s approval.
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Starting in March 2022, we received letters from Lupin Ltd. (“Lupin”), Laurus Labs (“Laurus”) and Cipla Ltd. (“Cipla”), indicating that they have submitted ANDAs to FDA requesting permission to market and manufacture generic versions of the adult dosage strength of Biktarvy. Lupin, Laurus and Cipla have challenged the validity of four of the six patents listed in the Orange Book as associated with Biktarvy. We filed a lawsuit against Lupin, Laurus and Cipla in May 2022 in the U.S. District Court of Delaware to enforce and defend our intellectual property. Additionally, in November 2023, we received a letter from Cipla indicating that it has submitted an ANDA to FDA requesting permission to market and manufacture a generic version of the pediatric dosage strength of Biktarvy. Cipla challenged the validity of two of the patents listed in the Orange Book as associated with Biktarvy. We filed a separate lawsuit against Cipla in December 2023 in the U.S. District Court of Delaware. This lawsuit was consolidated with the first lawsuit. In October 2025, the consolidated lawsuit was dismissed based on negotiated settlement agreements with Lupin, Laurus and Cipla. Under the agreements, which are subject to standard acceleration provisions, no generic entry by the parties for Biktarvy tablets containing bictegravir (50 mg), tenofovir alafenamide (25 mg) and emtricitabine (200 mg) is expected prior to April 1, 2036 in the United States. Additionally, no generic entry by the parties for Biktarvy tablets containing bictegravir (30 mg), tenofovir alafenamide (15 mg) and emtricitabine (120 mg) is expected in the United States prior to November 19, 2035, if pediatric exclusivity has been granted, or by May 19, 2035, if pediatric exclusivity has not been granted.
In June 2025, we received a letter from Aspiro Pharma Ltd. (“Aspiro”), indicating that it had submitted an ANDA to FDA to request permission to market and manufacture a generic version of Veklury. Aspiro challenges six of the sixteen patents listed in the Orange Book for Veklury as not valid or not infringed by Aspiro’s proposed ANDA product. In July 2025, we filed a lawsuit against Aspiro in the U.S. District Court of New Jersey. We intend to enforce and defend our intellectual property.
In January 2026, we received a letter from Cipla indicating that it has submitted a new drug application under §505(b)(2) of the Federal Food, Drug, and Cosmetic Act (“505(b)(2) application”) for emtricitabine/tenofovir alafenamide tablets. The 505(b)(2) application references Descovy as the listed drug product. The 505(b)(2) application also includes a paragraph IV certification challenging two Orange Book patents for Descovy. In February 2026, we filed a lawsuit against Cipla in the U.S. District of Court of Delaware. We intend to enforce and defend our intellectual property.
Antitrust and Consumer Protection
We, along with Bristol-Myers Squibb Company (“BMS”), Johnson & Johnson, Inc. (“Johnson & Johnson”) and Teva Pharmaceutical Industries Ltd. (“Teva”) have been named as defendants in class action lawsuits filed in 2019 and 2020 related to various drugs used to treat HIV, including drugs used in combination antiretroviral therapy. Plaintiffs allege that we (and the other defendants) engaged in various conduct to restrain competition in violation of federal and state antitrust laws and state consumer protection laws. The lawsuits, which have been consolidated, are pending in the U.S. District Court for the Northern District of California. The lawsuits seek to bring claims on behalf of direct purchasers consisting largely of wholesalers and indirect or end-payor purchasers, including health insurers and individual patients. Plaintiffs seek damages, permanent injunctive relief and other relief. In the second half of 2021 and first half of 2022, several plaintiffs consisting of retail pharmacies, individual health plans and United Healthcare, filed separate lawsuits effectively opting out of the class action cases, asserting claims that are substantively the same as the classes. These cases have been coordinated with the class actions. In March 2023, the District Court granted our motion to hold separate trials as to (i) the allegations against us and Teva seeking monetary damages relating to Truvada and Atripla (“Phase I”) and (ii) the allegations against us and, in part, Johnson & Johnson, seeking monetary damages and injunctive relief relating to Complera (“Phase II”). In May 2023, we settled claims with the direct purchaser class and the retailer opt-out plaintiffs for $ 525 million, which we paid in the second half of 2023. The settlement agreements are not an admission of liability or fault by us. In June 2023, the jury returned a complete verdict in Gilead’s favor on the remaining plaintiffs’ Phase I allegations. In November 2023, the court denied plaintiffs’ motion to set aside the verdict, and in February 2024, the court entered final judgment on the Phase I verdict and certain summary judgment rulings. In September 2024, plaintiffs filed their opening appellate briefs challenging the Phase I verdict and those summary judgment rulings. We filed our responsive briefs in January 2025. Plaintiffs filed their reply briefs in March 2025. Oral argument took place in October 2025. The court has stayed Phase II pending the appeal of Phase I. While we intend to vigorously oppose the appeal and defend against the Phase II claims, we cannot predict the ultimate outcome. If plaintiffs are successful in their appeal or Phase II claims, we could be required to pay monetary damages or could be subject to permanent injunctive relief in favor of plaintiffs.
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In January 2022, we, along with BMS and Janssen Products, L.P., were named as defendants in a lawsuit filed in the Superior Court of the State of California, County of San Mateo, by Aetna, Inc. on behalf of itself and its affiliates and subsidiaries that effectively opts the Aetna plaintiffs out of the above class actions. The allegations are substantively the same as those in the class actions. The Aetna plaintiffs seek damages, permanent injunctive relief and other relief. In March 2024, the court denied our motion for judgment on the pleadings to preclude Aetna from re-litigating claims that were dismissed at summary judgment in the above class action cases. We filed a writ petition appealing the denial of our motion for judgment on the pleadings, which the appellate court denied in May 2024. In April 2024, the court granted our motion to bifurcate the case to adjudicate the issue of preclusion before litigating the merits of the case. In July 2024, Aetna filed a request to voluntarily dismiss two of its claims with prejudice, which the court subsequently granted, leaving only the claims related to Truvada and Atripla. In September 2024, Aetna filed an amended complaint with respect to these claims. In October 2024, we filed a demurrer and motion to strike plaintiff’s claims. In April 2025, the court overruled the demurrer and stated in its order that an immediate appeal is warranted. In June 2025, we filed a writ petition to the Court of Appeal, which was denied in August 2025. Trial has been scheduled for March 2027.
We intend to vigorously defend ourselves in these actions, however, we cannot predict the ultimate outcome. If plaintiffs are successful in their claims, we could be required to pay significant monetary damages or could be subject to permanent injunctive relief awarded in favor of plaintiffs, which may result in a material, adverse effect on our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable.
Product Liability
We have been named as a defendant in one putative class action lawsuit and various product liability lawsuits related to Viread, Truvada, Atripla, Complera and Stribild. Plaintiffs allege that Viread, Truvada, Atripla, Complera and/or Stribild caused them to experience kidney, bone and/or tooth injuries. The lawsuits, which are pending in state or federal court in California and Missouri, involve approximately 23,000 active plaintiffs. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss. The first bellwether trial in California state court was scheduled to begin in October 2022 but is currently stayed pending the conclusion of appellate proceedings in the California Supreme Court. In the California federal case, Gilead agreed to make a one-time payment of approximately $ 39 million to a group of plaintiffs (approximately 2,470 plaintiffs). The federal court set a trial date of March 2027 for the first bellwether trial of the remaining cases. In the putative class action pending in Missouri, the district court issued an order in January 2026 denying, among other things, plaintiffs’ motion for class certification. Plaintiffs have filed a petition for appellate review that is pending in the Eighth Circuit court of appeals. We intend to vigorously defend ourselves in these actions, however, we cannot predict the ultimate outcome. If plaintiffs are successful in their claims, we could be required to pay significant monetary damages, which may result in a material, adverse effect on our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable.
Qui Tam Litigation
A former sales employee filed a qui tam lawsuit against Gilead in March 2017 in U.S. District Court for the Eastern District of Pennsylvania. Following the government’s decision not to intervene in the suit, the case was unsealed in December 2020. The lawsuit alleges that certain of Gilead’s hepatitis C virus (“HCV”) sales and marketing activities and donations to an independent charitable foundation violated the federal False Claims Act and various state false claims acts. The lawsuit seeks all available relief under these statutes. In September 2025, the court granted Gilead’s motion for summary judgment and dismissed the case. Relator has appealed the court’s ruling.
Health Choice Advocates, LLC (“Health Choice”) filed a qui tam lawsuit against Gilead in May 2020 in Texas state court. The lawsuit alleged that Gilead violated the Texas Medicare Fraud Prevention Act (“TMFPA”) through our clinical educator programs for Sovaldi and Harvoni and our HCV and HIV patient support programs. The lawsuit sought all available relief under the TMFPA. Health Choice voluntarily dismissed the case without prejudice in August 2023, and commenced a new action in October 2023, asserting largely identical allegations and claims. In the newly filed action, the Texas Attorney General has intervened as a plaintiff. Trial is currently scheduled for August 2026.
We intend to vigorously defend ourselves in these actions, however, we cannot predict the ultimate outcomes. If any of these plaintiffs are successful in their claims, we could be required to pay significant monetary damages, which may result in a material, adverse effect on our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable.
Other Matters
We are a party to various legal actions that arose in the ordinary course of our business. We do not believe that it is probable or reasonably possible that these other legal actions will have a material adverse impact on our consolidated financial position, results of operations or cash flows.
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13.      EMPLOYEE BENEFITS
Stock-Based Compensation
Equity Incentive Plan and ESPP Summary
In May 2022, our stockholders approved and we adopted the Gilead Sciences, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), a broad-based incentive plan that authorized the issuance of a total of 132 million shares of common stock and provides for the grant of equity-based awards, including RSUs, PSUs, stock options and other restricted stock and performance awards, to employees, directors and consultants. No awards may be granted under previous plans since the approval of the 2022 Plan. As of December 31, 2025, a total of 62 million shares remain available for future grant under the 2022 Plan.
A total of 104 million shares of common stock have been authorized for issuance under our ESPP, with 22 million shares still available for issuance as of December 31, 2025.
Stock-Based Compensation Expense
The following tables summarize total stock-based compensation expense included on our Consolidated Statements of Operations, classified by award type and expense type:

Year Ended December 31,
(in millions) 2025 2024 2023
RSUs $ 790   $ 732   $ 666  
PSUs 33   37   32  
Stock options 30   30   30  
ESPP 41   36   37  
Acquisition-related expense (1)
—   133   29  
Stock-based compensation expense included in total costs and expenses $ 894   $ 969   $ 796  
_______________________________
(1)     Represents accelerated post-acquisition stock-based compensation expenses, primarily related to CymaBay in 2024.

Year Ended December 31,
(in millions) 2025 2024 2023
Cost of goods sold $ 60   $ 61   $ 57  
Research and development expenses 433   458   377  
Selling, general and administrative expenses 401   450   361  
Stock-based compensation expense included in total costs and expenses 894   969   796  
Income tax effect ( 254 ) ( 192 ) ( 165 )
Stock-based compensation expense, net of tax $ 640   $ 777   $ 630  

RSUs
We grant time-based RSUs to certain employees as part of our annual employee equity compensation review program as well as to new hire employees and to non-employee members of our Board. RSUs are share-based awards that entitle the holder to receive freely tradable shares of our common stock upon vesting. RSUs generally vest over three or four years from the date of grant. RSUs have dividend equivalent rights entitling holders to dividend equivalents to be paid upon vesting for each share of the underlying unit.
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The following tables summarize our RSU activity:

RSUs
(in millions, except per share amounts) Shares Weighted-
Average
Grant Date Fair Value Per Share
Outstanding as of December 31, 2024 21.8   $ 73.52  
Granted 8.9   $ 116.62  
Vested ( 10.5 ) $ 71.80  
Forfeited ( 2.4 ) $ 85.42  
Outstanding as of December 31, 2025 17.8   $ 94.39  

Year Ended December 31,
(in millions, except per share amounts) 2025 2024 2023
Weighted-average grant date fair value of RSUs granted $ 116.62   $ 74.82   $ 79.66  
Total fair value of RSUs vested
$ 1,216   $ 847   $ 849  

As of December 31, 2025, there was $ 1.1 billion of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.1 years.
PSUs
We grant PSUs that generally vest over a three-year performance period upon the achievement of specified market or performance goals, which include achieving a total shareholder return compared to a pre-determined peer group or achieving revenue or adjusted earnings per share growth targets. The actual number of common shares ultimately issued is calculated by multiplying the number of PSUs by a payout percentage ranging from 0 % to 200 %, and these awards generally vest only when a committee (or subcommittee) of our Board has determined that the specified market and performance goals have been achieved. PSUs have dividend equivalent rights entitling holders to dividend equivalents to be paid upon vesting for each share of the underlying unit.
The following tables summarize our PSU activity:

PSUs
(in millions, except per share amounts) Shares Weighted-
Average
Grant Date Fair Value Per Share
Outstanding as of December 31, 2024 1.1   $ 72.24  
Granted 0.5   $ 91.33  
Vested ( 0.7 ) $ 63.86  
Forfeited ( 0.2 ) $ 93.86  
Outstanding as of December 31, 2025 0.7   $ 100.00  

Year Ended December 31,
(in millions, except per share amounts) 2025 2024 2023
Weighted-average grant date fair value of PSUs granted $ 91.33   $ 72.24   $ 81.39  
Total fair value of PSUs vested $ 73   $ 43   $ 35  

As of December 31, 2025, there was $ 31 million of unrecognized compensation cost related to unvested PSUs, which is expected to be recognized over a weighted-average period of 1.0 years.
Stock Options
Option grants are designated as either non-statutory or incentive stock options. The exercise price of stock options may not be less than the fair market value of our common stock on the grant date and no stock option may have a term in excess of 10 years. Employee stock options generally vest over three or four years . Stock options may be settled in cash or in shares of our common stock, including a net issuance using shares otherwise purchasable under the option to pay the exercise price.
88

The following tables summarize activity and other information related to our stock options:

Shares
(in millions) Weighted-
Average
Exercise Price
(in dollars) Weighted-Average
Remaining
Contractual Term
(years) Aggregate
 Intrinsic
Value
(in millions) (1)

Outstanding as of December 31, 2024 11.8   $ 69.85  
Granted 1.5   $ 116.55  
Exercised ( 3.8 ) $ 70.38  
Forfeited ( 0.7 ) $ 83.85  
Expired ( 0.1 ) $ 102.24  
Outstanding as of December 31, 2025 8.7   $ 76.08   6.21 $ 407  
Exercisable as of December 31, 2025 5.8   $ 67.54   5.23 $ 321  
Expected to vest, net of estimated forfeitures as of December 31, 2025 2.8   $ 92.88   8.14 $ 82  

_______________________________
(1)     Aggregate intrinsic value represents the value of our closing stock price on the last trading day of the year in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable .

Year Ended December 31,
(in millions, except per share amounts) 2025 2024 2023
Weighted-average grant date fair value of stock options granted $ 22.96   $ 13.70   $ 16.11  
Total intrinsic value of options exercised $ 142   $ 77   $ 25  

We used the following weighted-average assumptions in the Black-Scholes model to calculate the estimated fair value of the stock option awards:

Year Ended December 31,
2025 2024 2023
Expected volatility 24   % 25   % 26   %
Expected terms in years 5 5 5
Risk-free interest rate 3.9   % 4.1   % 4.1   %
Expected dividend yield 3.2   % 3.9   % 3.5   %

As of December 31, 2025, there was $ 40 million of unrecognized compensation cost related to stock options, which is expected to be recognized over an estimated weighted-average period of 1.9 years.
ESPP
Under our ESPP, employees can purchase shares of our common stock based on a percentage of their compensation subject to certain limits. The purchase price per share is equal to the lower of 85 % of the fair market value of our common stock on the offering date or the purchase date. The ESPP offers a six-month look-back feature. ESPP purchases are settled with common stock from the ESPP’s previously authorized and available pool of shares.
The following table summarizes our ESPP activity:

Year Ended December 31,
(in millions, except per share amounts) 2025 2024 2023
Shares issued 2 2 2
Amount paid by employees for shares $ 143   $ 139   $ 129  
Weighted-average grant date fair value of ESPP shares granted $ 25.32   $ 15.76   $ 17.31  
Total fair value of ESPP shares vested
$ 75   $ 27   $ 45  

89

We used the following weighted-average assumptions in the Black-Scholes model to calculate the estimated fair value of the ESPP awards:

Year Ended December 31,
2025 2024 2023
Expected volatility 28   % 25   % 24   %
Expected terms in years 0.5 0.5 0.5
Risk-free interest rate 4.2   % 5.2   % 5.1   %
Expected dividend yield 3.2   % 4.3   % 3.7   %

Deferred Compensation
We maintain a retirement saving plan under which eligible U.S. employees may defer compensation for income tax purposes under Section 401(k) of the Internal Revenue Code (the “Gilead Sciences 401k Plan”). In certain foreign subsidiaries, we maintain defined benefit plans as required by local regulatory requirements. Our total matching contribution expense under the Gilead Sciences 401k Plan and other defined benefit plans was $ 200 million, $ 204 million and $ 208 million for the years ended December 31, 2025, 2024 and 2023, respectively.
We maintain a deferred compensation plan under which our directors and key employees may defer compensation. Amounts deferred by participants are deposited into a rabbi trust. The total assets and liabilities associated with the deferred compensation plan were both approximately $ 406  million and $ 343 million as of December 31, 2025 and 2024, respectively.

14.      EARNINGS PER SHARE
The following table shows the calculation of basic and diluted earnings per share attributable to Gilead:

Year Ended December 31,
(in millions, except per share amounts) 2025 2024 2023
Net income attributable to Gilead $ 8,510   $ 480   $ 5,665  
Shares used in basic earnings per share attributable to Gilead calculation 1,244   1,247   1,248  
Dilutive effect of equity-based awards 11   8   10  
Shares used in diluted earnings per share attributable to Gilead calculation 1,255   1,255   1,258  

Basic earnings per share attributable to Gilead $ 6.84   $ 0.38   $ 4.54  
Diluted earnings per share attributable to Gilead $ 6.78   $ 0.38   $ 4.50  

Potential shares of common stock excluded from the computation of Diluted earnings per share attributable to Gilead because their effect would have been antidilutive were 2 million, 5 million and 4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
90

15.     INCOME TAXES
Income before income taxes consists of the following:

Year Ended December 31,
(in millions) 2025 2024 2023
Domestic $ 8,310   $ ( 876 ) $ 5,467  
Foreign 1,486   1,566   1,392  
Income before income taxes $ 9,796   $ 690   $ 6,859  

Income tax expense consists of the following:

Year Ended December 31,
(in millions) 2025 2024 2023
Federal:
Current $ 820   $ 1,495   $ 1,781  
Deferred 424   ( 1,562 ) ( 1,126 )
1,244   ( 67 ) 655  
State:
Current 51   39   80  
Deferred ( 190 ) ( 386 ) 170  
( 139 ) ( 347 ) 250  
Foreign:
Current 256   519   381  
Deferred ( 75 ) 106   ( 39 )
181   625   342  
Income tax expense $ 1,286   $ 211   $ 1,247  

In July 2025, the U.S. enacted tax reform legislation through the One Big Beautiful Bill (“OBBB”) Act. Included in this legislation are provisions that restored immediate expensing of domestic R&D expenditures and certain capital expenditures and modified the U.S. taxation of profits derived from foreign operations. The OBBB Act had no material impact to our income tax expense for 2025.
91

The reconciliation between the federal statutory tax rate applied to Income before income taxes and our effective tax rate is summarized as follows (1) :

Year Ended December 31,
2025 2024 2023
(in millions, except percentages) Amount Percent Amount Percent Amount Percent
Income tax expense at U.S. federal statutory tax rate $ 2,057   21.0   % $ 145   21.0   % $ 1,440   21.0   %
State taxes, net of federal benefit (2)
( 138 ) ( 1.4 ) % ( 159 ) ( 23.0 ) % 174   2.5   %
Foreign taxes:
Ireland:
Tax rate differential ( 118 ) ( 1.2 ) % ( 67 ) ( 9.7 ) % ( 58 ) ( 0.8 ) %
Other —   —   % 46   6.7   % 69   1.0   %
United Kingdom:
Tax rate differential * * * * 5   0.1   %
Intercompany asset transfer * * * * 92   1.3   %
Other * * * * 16   0.2   %
Australia:
Tax rate differential * * 7   1.0   % * *
Intercompany asset transfer * * 388   56.2   % * *
Valuation allowance * * ( 101 ) ( 14.6 ) % * *
Other * * ( 44 ) ( 6.4 ) % * *
Other foreign jurisdictions ( 9 ) ( 0.1 ) % 41   5.9   % ( 30 ) ( 0.4 ) %
Effect of cross-border tax laws:
Global intangible low-taxed income 85   0.9   % 66   9.6   % 23   0.3   %
Foreign-derived intangible income ( 85 ) ( 0.9 ) % ( 133 ) ( 19.3 ) % ( 143 ) ( 2.1 ) %
U.S. taxation of foreign branches 9   0.1   % ( 245 ) ( 35.5 ) % —   —   %
Other 2   —   % 14   2.0   % 13   0.2   %
Tax credits:
R&D tax credits ( 143 ) ( 1.5 ) % ( 144 ) ( 20.9 ) % ( 164 ) ( 2.4 ) %
Other ( 9 ) ( 0.1 ) % ( 13 ) ( 1.9 ) % ( 56 ) ( 0.8 ) %
Changes in valuation allowance (3)
( 538 ) ( 5.5 ) % 588   85.2   % 38   0.6   %
Nontaxable or nondeductible items:
Acquired IPR&D and related charges 65   0.7   % 810   117.4   % 88   1.3   %
Other 20   0.2   % 98   14.2   % ( 2 ) —   %
Changes in unrecognized tax benefits 61   0.6   % ( 427 ) ( 61.9 ) % ( 197 ) ( 2.9 ) %
Other adjustments:
Settlement of tax examinations —   —   % 251   36.4   % ( 67 ) ( 1.0 ) %
Legal entity restructuring —   —   % ( 884 ) ( 128.1 ) % —   —   %
Other 27   0.3   % ( 26 ) ( 3.8 ) % 6   0.1   %
Income tax expense / Effective tax rate $ 1,286   13.1   % $ 211   30.5   % $ 1,247   18.2   %

_______________________________
*      Amounts did not meet the disaggregation threshold and therefore are included in Other foreign jurisdictions for this year instead of being broken out separately.
(1)     Recurring items in this rate reconciliation table for 2024 are significantly impacted by the lower Income before income taxes for that year.
(2)     Majority of 2025 state taxes related to Louisiana. Majority of 2024 and 2023 state taxes related to Tennessee.
(3)     The amount in 2025 primarily relates to changes in realizability of a tax loss attribute related to a prior year legal entity restructuring.
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Significant components of our deferred tax assets and liabilities are as follows:

December 31,
(in millions) 2025 2024
Deferred tax assets:    
Net operating loss carryforwards $ 266   $ 288  
Stock-based compensation 83   84  
Reserves and accruals not currently deductible 688   685  
Excess of tax basis over book basis of intangible assets 776   910  
Deductible acquired IPR&D payments 1,293   1,312  
Research and other credit carryforwards 353   428  
Equity investments 111   237  
Liability related to future royalties 270   287  
Capitalized R&D expenditures 1,773   2,173  
Capital losses 187   590  
Other, net 252   213  
Total deferred tax assets before valuation allowance 6,052   7,207  
Valuation allowance (1)
( 676 ) ( 1,217 )
Total deferred tax assets 5,376   5,990  
Deferred tax liabilities:
Property, plant and equipment ( 288 ) ( 276 )
Excess of book basis over tax basis of intangible assets ( 3,209 ) ( 3,836 )
Equity investments ( 92 ) ( 81 )
Other ( 225 ) ( 143 )
Total deferred tax liabilities ( 3,814 ) ( 4,336 )
Net deferred tax assets $ 1,562   $ 1,654  

_______________________________
(1)     The valuation allowance decreased $ 541 million in 2025 primarily due to changes in realizability of a tax loss attribute related to a prior year legal entity restructuring. The valuation allowance increased $ 554 million in 2024 primarily due to capital losses, state research credits, and unrealized losses on our equity investments, partially offset by utilization of foreign net operating losses.
As of December 31, 2025, we had U.S. federal net operating loss and tax credit carryforwards of approximately $ 355  million and $ 45 million, respectively, which will start to expire in 2026 if not utilized. In addition, we had state net operating loss and tax credit carryforwards of approximately $ 3.3 billion and $ 1.1 billion, respectively, which will start to expire in 2026 and 2027, respectively, if not utilized. Utilization of net operating losses and tax credits may be subject to an annual limitation due to ownership change limitations provided in the Internal Revenue Code of 1986, as amended, and similar state provisions. This annual limitation may result in the expiration of the net operating losses and credits before utilization.
The following is a rollforward of our total gross unrecognized tax benefits:

Year Ended December 31,
(in millions) 2025 2024 2023
Beginning balance $ 2,325   $ 1,962   $ 1,959  
Tax positions related to current year:
Additions 180   743   265  
Tax positions related to prior years:
Additions 243   190   109  
Reductions ( 669 ) ( 298 ) ( 315 )
Settlements —   ( 270 ) ( 42 )
Lapse of statute of limitations ( 3 ) ( 2 ) ( 13 )
Ending balance $ 2,076   $ 2,325   $ 1,962  

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Of our total unrecognized tax benefits, $ 0.9 billion and $ 1.4 billion as of December 31, 2025 and 2024, respectively, if recognized, would reduce our effective tax rate in the period of recognition. Interest and penalties related to unrecognized tax benefits included income tax expenses of $ 43 million for the year ended December 31, 2025, and income tax benefits of $ 46 million and $ 35 million for the years ended December 31, 2024 and 2023, respectively, on our Consolidated Statements of Operations. Accrued interest and penalties related to unrecognized tax benefits were $ 176 million and $ 133 million as of December 31, 2025 and 2024, respectively.
We file federal, state and foreign income tax returns in the U.S. and in many foreign jurisdictions. These returns are subject to audit by the respective tax authorities. There are differing interpretations of tax laws and regulations, and as a result, significant disputes may arise with these tax authorities involving issues of the timing and amount of deductions and allocations of income among various tax jurisdictions. We periodically evaluate our exposures associated with our tax filing positions. We are currently under or subject to potential examination for tax years 2019 and onwards for federal income tax purposes and 2016 and onwards for California state income tax purposes. We also have various other state and foreign tax examinations ongoing. For certain acquired entities, the statute of limitations is open for all years from inception due to our utilization of their net operating losses and credits carried over from prior years.
Income taxes paid (net of refunds received), disaggregated by jurisdiction, were as follows:

Year Ended December 31,
(in millions) 2025 2024 2023
Federal (1)
$ 2,492   $ 2,434   $ 3,411  
State 230   107   152  
Foreign:
Australia (2)
253   * *
Other 240   238   427  
Total income taxes paid $ 3,215   $ 2,779   $ 3,990  

_______________________________
*      Amounts did not meet the disaggregation threshold and therefore are included in Other for this year instead of being broken out separately.
(1)     Includes payments of $ 1.3 billion in 2025, $ 1.2 billion in 2024 and $ 0.9 billion in 2023 related to the transition tax on the mandatory deemed repatriation of foreign earnings in connection with the Tax Cuts and Jobs Act, with the final payment being made in 2025.
(2)     Australia tax payment in 2025 primarily relates to 2024 intercompany asset restructuring involving transfer of certain assets from a prior acquisition to the U.S.

16.     SEGMENT INFORMATION
We have one operating segment which primarily focuses on the discovery, development and commercialization of innovative medicines in areas of unmet medical need. See Note 2. Revenues for disaggregation of our revenues by major products and by geography. Our Chief Executive Officer, as the chief operating decision-maker (“CODM”), uses Net income attributable to Gilead as the primary measure to evaluate performance, allocate resources to the operations of our company on an entity-wide basis and forecast future financial results. Managing and allocating resources on an entity-wide basis enables our CODM to assess the overall level of resources available and how to best deploy these resources across functions and R&D projects based on unmet medical need, scientific data, probability of technical and regulatory successful development, market potential and other considerations, and, as necessary, reallocate resources among our internal R&D portfolio and external opportunities to best support the long-term growth of our business. Our CODM is regularly provided with entity-wide expense categories similar to those found on our Consolidated Statements of Operations, as well as the following:

Year Ended December 31,
(in millions) 2025 2024 2023
Selling and marketing expenses $ 3,522   $ 3,453   $ 3,272  
General and administrative expenses 2,252   2,638   2,818  
Selling, general and administrative expenses $ 5,774   $ 6,091   $ 6,090  

Asset information is not regularly provided to the CODM for assessing performance and allocating resources other than consolidated cash, cash equivalents and marketable debt securities, which can be found on our Consolidated Balance Sheets.

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
94

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Gilead Sciences, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Gilead Sciences, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Gilead Sciences, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Mateo, California
February 24, 2026
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ITEM 9A.      CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
An evaluation as of December 31, 2025 was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures,” which are defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as controls and other procedures of a company that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
(b) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, based on criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in its 2013 Internal Control-Integrated Framework. Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2025.
Our independent registered public accounting firm, Ernst & Young LLP, has audited our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K and has issued a report on our internal control over financial reporting as of December 31, 2025. Its report on the audit of internal control over financial reporting appears above.
(c) Changes in Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated any changes in our internal control over financial reporting during the quarter ended December 31, 2025, to identify any change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have an ongoing deployment of a new enterprise resource planning system (“ERP”) as well as other related systems. We have made changes to our internal control over financial reporting to address the related processes and systems. We will continue to evaluate any further changes in our internal control over financial reporting over the course of the implementation of the new ERP and other related systems, which is scheduled to occur in phases over the next few years.

ITEM 9B.      OTHER INFORMATION
None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

ITEM 9C.      DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III

ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as provided below, the information required by this Item is incorporated by reference to the sections of our Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with our 2026 Annual Meeting of Stockholders (the “Proxy Statement”) under the headings “The Gilead Board of Directors - Nominees,” “Committees of Our Board of Directors,” “Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports.”
Our written Code of Ethics applies to all of our directors and employees, including our executive officers, including without limitation our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics is available on our website at www.gilead.com in the “Investors” section under “Governance - Governance Documents.” We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.
We have adopted policies and procedures, including an Insider Trading Policy , which together govern the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and other covered persons, as well as by the Company. These policies and procedures are designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. Our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

ITEM 11.      EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the sections of the Proxy Statement under the headings “Executive Compensation,” “Committees of Our Board of Directors,” “Compensation and Talent Committee Report,” and “Compensation of Non-Employee Board Members.”

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to Item 5 of our Annual Report on Form 10-K under the heading “Securities Authorized For Issuance Under Equity Compensation Plans” and the section of the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management.”

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the sections of the Proxy Statement under the headings “The Gilead Board of Directors” and “Board Processes.”

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the section of the Proxy Statement under the heading “Principal Accountant Fees and Services.”

PART IV

ITEM 15.      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
97

(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Index list to Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
51

Audited Consolidated Financial Statements:
 
Consolidated Balance Sheets
53

Consolidated Statements of Operations
54

Consolidated Statements of Comprehensive Income
55

Consolidated Statements of Stockholders’ Equity
56

Consolidated Statements of Cash Flows
57

Notes to Consolidated Financial Statements
58

(2) All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.
(3) Exhibits.
The following exhibits are filed herewith or incorporated by reference:

Exhibit
Footnote Exhibit Number Description of Document
(1) 2.1 Agreement and Plan of Merger, dated February 11, 2024, among CymaBay Therapeutics, Inc., Registrant and Pacific Merger Sub, Inc.

(49) 2.2 Agreement and Plan of Merger, dated February 22, 2026, among Arcellx, Inc., Registrant and Ravens Sub, Inc.

(2) 3.1 Restated Certificate of Incorporation of Registrant

(3) 3.2 Amended and Restated Bylaws of Registrant

4.1 Reference is made to Exhibit 3.1 and Exhibit 3.2

(4) 4.2 Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee

(4) 4.3 First Supplemental Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including form of Senior Notes)

(5) 4.4 Second Supplemental Indenture related to Senior Notes, dated as of December 13, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2041 Note)

(6) 4.5 Third Supplemental Indenture related to Senior Notes, dated as of March 7, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2044 Note)

(7) 4.6 Fourth Supplemental Indenture related to Senior Notes, dated as of November 17, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2045 Note)

(8) 4.7 Fifth Supplemental Indenture, dated as of September 14, 2015, between Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2026 Note, Form of 2035 Note and Form of 2046 Note)

(9) 4.8 Sixth Supplemental Indenture, dated as of September 20, 2016, between Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2027 Note, Form of 2036 Note and Form of 2047 Note)

(10) 4.9 Eighth Supplemental Indenture, dated as of September 30, 2020, between the Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2027 Note, Form of 2030 Note, Form of 2040 Note, and Form of 2050 Note)

(11) 4.10 Ninth Supplemental Indenture, dated as of September 14, 2023, between the Registrant and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee (including Form of 2033 Note and Form of 2053 Note)

(44) 4.11 Tenth Supplemental Indenture, dated as of November 20, 2024, between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee (including Form of 2029 Note, Form of 2035 Note, Form of 2054 Note and Form 2064 Note)

(12) 4.12 Description of Registrant’s Securities

(13) 10.1* Gilead Sciences, Inc. 2004 Equity Incentive Plan, amended and restated May 10, 2017

(14) 10.2* Amendment No. 1 to Gilead Sciences, Inc. 2004 Equity Incentive Plan, amended and restated May 10, 2017

(15) 10.3* Gilead Sciences, Inc. 2022 Equity Incentive Plan

(16) 10.4* Form of employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2011 through 2018)

(17) 10.5* Form of global employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2019)

(18) 10.6* Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2019)

(19) 10.7* Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2020)

(20) 10.8* Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2021)

(21) 10.9* Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for certain grants made in 2022)

98

(22) 10.10* Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2022)

(23) 10.11* Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2023)

(42) 10.12* Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2024)

(46) 10.13* Form of global employee stock option agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants commencing in 2025)

(24) 10.14* Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2014 through 2018)

(17) 10.15* Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2019)

(25) 10.16* Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2020 and 2021)

(22) 10.17* Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants made in 2022)

(26) 10.18* Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants made in 2023)

(43) 10.19* Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants made in 2024)

(47) 10.20* Form of non-employee director stock option agreement under 2022 Equity Incentive Plan (for grants commencing in 2025)

(23) 10.21* Form of performance share award agreement - TSR Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2023)

(42) 10.22* Form of performance share award agreement - TSR Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2024)

(46) 10.23* Form of performance share award agreement - TSR Goals (U.S.) under 2022 Equity Incentive Plan (for grants commencing in 2025)

(23) 10.24* Form of performance share award agreement - Revenue Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2023)

(42) 10.25* Form of performance share award agreement - Revenue Goals (U.S.) under 2022 Equity Incentive Plan (for grants made in 2024)

(46) 10.26* Form of performance share award agreement – Adjusted EPS Growth Goals (U.S.) under 2022 Equity Incentive Plan (for grants commencing in 2025)

(21) 10.27* Form of global employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (4 year vest) (for certain grants made in 2022)

(22) 10.28* Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for certain grants made in 2022)

(23) 10.29* Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for grants made in 2023)

(42) 10.30* Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for grants made in 2024)

(46) 10.31* Form of global employee restricted stock unit agreement under 2022 Equity Incentive Plan (4 year vest) (for grants commencing in 2025)

(43) 10.32* Form of non-employee director restricted stock unit agreement under 2022 Equity Incentive Plan (for grants made in 2024)

(47) 10.33* Form of non-employee director restricted stock unit agreement under 2022 Equity Incentive Plan (for grants commencing in 2025)

(25) 10.34* Gilead Sciences, Inc. 2018 Equity Incentive Plan, amended and restated April 7, 2020

(27) 10.35* Gilead Sciences, Inc. Employee Stock Purchase Plan, amended and restated January 25, 2023

(17) 10.36* Gilead Sciences, Inc. 2005 Deferred Compensation Plan, amended and restated April 19, 2016

(48) 10.37* Gilead Sciences, Inc. Severance Plan, amended and restated July 29, 2025

(28) 10.38* Gilead Sciences, Inc. Corporate Annual Incentive Plan, amended and restated August 1, 2023

(29) 10.39* Offer Letter between Registrant and Daniel O’Day, dated November 30, 2018

(17) 10.40* Stock option agreement for Daniel O’Day under 2004 Equity Incentive Plan

(17) 10.41* Form of restricted stock unit issuance agreement for Daniel O’Day (in 2019) under 2004 Equity Incentive Plan

(17) 10.42* Offer Letter between Registrant and Johanna Mercier, dated May 21, 2019

(19) 10.43* Global stock option agreement for Johanna Mercier (in 2019) under 2004 Equity Incentive Plan

(19) 10.44* Restricted stock unit issuance agreement for Johanna Mercier (for Performance Objectives in 2019-2020) under 2004 Equity Incentive Plan

(19) 10.45* Offer Letter between Registrant and Merdad Parsey, dated September 29, 2019

(19) 10.46* Global stock option agreement for Merdad Parsey (in 2019) under 2004 Equity Incentive Plan

(45) 10.47* Transition Services and General Release Agreement for Merdad Parsey, dated July 16, 2024

(23) 10.48* Offer Letter between Registrant and Deborah Telman, dated June 2, 2022

(23) 10.49* Global stock option agreement for Deborah Telman under 2022 Equity Incentive Plan

(23) 10.50* Global restricted stock unit issuance agreement for Deborah Telman under 2022 Equity Incentive Plan (3 year vest)

99

(23) 10.51* Global restricted stock unit issuance agreement for Deborah Telman under 2022 Equity Incentive Plan (4 year vest)

10.52*,** Severance and General Release Agreement between Registrant and Deborah Telman, dated November 16, 2025

(30) 10.53* Form of Indemnity Agreement entered into between Registrant and its directors and executive officers

(30) 10.54* Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees

(31) 10.55* Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees (revised September 2006)

 +(32) 10.56* Amendment Agreement, dated October 25, 1993, between Registrant, the Institute of Organic Chemistry and Biochemistry (IOCB) and Rega Stichting v.z.w. (REGA), together with the following exhibits: the License Agreement, dated December 15, 1991, between Registrant, IOCB and REGA (the 1991 License Agreement); the License Agreement, dated October 15, 1992, between Registrant, IOCB and REGA (the October 1992 License Agreement); and the License Agreement, dated December 1, 1992, between Registrant, IOCB and REGA (the December 1992 License Agreement)

 +(33) 10.57* Amendment Agreement between Registrant and IOCB/REGA, dated December 27, 2000, amending the 1991 License Agreement and the December 1992 License Agreement

 +(34) 10.58 Sixth Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant, dated August 18, 2006, amending the October 1992 License Agreement and the December 1992 License Agreement

 +(35) 10.59 Seventh Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant, dated July 1, 2013, amending the October 1992 License Agreement and the December 1992 License Agreement

 +(36) 10.60 Exclusive License Agreement by and between Registrant (as successor to Triangle Pharmaceuticals, Inc.), Glaxo Group Limited, The Wellcome Foundation Limited, Glaxo Wellcome Inc. and Emory University, dated May 6, 1999

 +(37) 10.61 Royalty Sale Agreement by and among Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 18, 2005

 +(37) 10.62 Amended and Restated License Agreement by and between Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 21, 2005

 ++(38) 10.63 Amended and Restated EVG License Agreement by and between Japan Tobacco Inc. and Registrant, dated November 29, 2018

++(38) 10.64 Master Agreement by and between Registrant, Gilead Sciences K.K. and Japan Tobacco Inc., dated November 29, 2018

 +(39) 10.65 Amended and Restated Collaboration Agreement by and among Registrant, Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and Janssen R&D Ireland, dated December 23, 2014

 +(40) 10.66 License Agreement by and among Kite Pharma, Inc., Cabaret Biotech Ltd. and Dr. Zelig Eshhar, dated December 12, 2013

++(18) 10.67 Option, License and Collaboration Agreement by and between Galapagos NV and Registrant, dated July 14, 2019

19.1** I nsider Trading Policy, amended and restated November 5, 2025

21.1** Subsidiaries of Registrant

23.1** Consent of Independent Registered Public Accounting Firm

24.1** Power of Attorney (included on the signature page of this report)

31.1** Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2** Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32*** Certifications of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)

(41) 97.1 Gilead Sciences, Inc. Compensation Recovery Policy

101.INS** XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH** Inline XBRL Taxonomy Extension Schema Document

101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101)

(1)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on February 12, 2024, and incorporated herein by reference.
(2)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 9, 2024, and incorporated herein by reference.
(3)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on August 4, 2025, and incorporated herein by reference.
(4)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on April 1, 2011, and incorporated herein by reference.
(5)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on December 13, 2011, and incorporated herein by reference.
(6)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on March 7, 2014, and incorporated herein by reference.
(7)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on November 17, 2014, and incorporated herein by reference.
(8)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 14, 2015, and incorporated herein by reference.
100

(9)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 20, 2016, and incorporated herein by reference.
(10)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 30, 2020, and incorporated herein by reference.
(11)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 14, 2023, and incorporated herein by reference.
(12)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and incorporated herein by reference.
(13)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 12, 2017, and incorporated herein by reference.
(14)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.
(15)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 5, 2022, and incorporated herein by reference.
(16)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference.
(17)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, and incorporated herein by reference.
(18)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.
(19)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference.
(20)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and incorporated herein by reference.
(21)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and incorporated herein by reference.
(22)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and incorporated herein by reference.
(23)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and incorporated herein by reference.
(24)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.
(25)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference.
(26)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.
(27)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 5, 2023, and incorporated herein by reference.
(28)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and incorporated herein by reference.
(29)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on December 10, 2018, and incorporated herein by reference.
(30)    Filed as an exhibit to Registrant’s Registration Statement on Form S-1 (No. 33-55680), as amended, and incorporated herein by reference.
(31)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference.
(32)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 1994, and incorporated herein by reference.
(33)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference.
(34)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference.
(35)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.
(36)    Filed as an exhibit to Triangle Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q/A filed on November 3, 1999, and incorporated herein by reference.
(37)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
(38)    Filed as an exhibit to Registrant’s Amendment No. 1 to Annual Report on Form 10-K/A filed on April 18, 2019, and incorporated herein by reference.
(39)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
(40)    Filed as an exhibit to Kite Pharma, Inc.’s Registration Statement on Form S-1/A (No. 333-196081) filed on June 17, 2014, and incorporated herein by reference.
(41)    Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
(42)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and incorporated herein by reference.
(43)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, and incorporated herein by reference.
(44)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on November 20, 2024, and incorporated herein by reference.
(45)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and incorporated herein by reference.
(46)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and incorporated herein by reference.
(47)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and incorporated herein by reference.
(48)    Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and incorporated herein by reference.
(49)    Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on February 23, 2026, and incorporated herein by reference.
*    Management contract or compensatory plan or arrangement.
**    Filed herewith.
***    Furnished herewith.
+    Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the Mark). This Exhibit has been filed separately with the Secretary of U.S. Securities and Exchange Commission without the Mark pursuant to Registrant’s Application Requesting Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
++    Certain portions of this Exhibit were omitted by means of marking such portions with the Mark because the identified portions are (i) private or confidential and (ii) not material.

ITEM 16.    FORM 10-K SUMMARY
None.
101

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GILEAD SCIENCES, INC.

By: /s/    DANIEL P. O’DAY
  Daniel P. O ’ Day
Chairman and Chief Executive Officer

Date: February 24, 2026

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel P. O’Day and Keeley M. Cain Wettan, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
102

Signature Title Date

/s/    DANIEL P. O’DAY Chairman and Chief Executive Officer February 24, 2026
Daniel P. O’Day
(Principal Executive Officer)

/s/    ANDREW D. DICKINSON Chief Financial Officer February 24, 2026
Andrew D. Dickinson
(Principal Financial Officer)

/s/    ERIN E. BURKHART Senior Vice President, Controllership and Chief Accounting Officer February 24, 2026
Erin E. Burkhart
(Principal Accounting Officer)

/s/   JACQUELINE K. BARTON Director February 24, 2026
Jacqueline K. Barton, Ph.D.

/s/   JEFFREY A. BLUESTONE Director February 24, 2026
Jeffrey A. Bluestone, Ph.D.

/s/   SANDRA J. HORNING Director February 24, 2026
Sandra J. Horning, M.D.

/s/   KELLY A. KRAMER Director February 24, 2026
Kelly A. Kramer

/s/ TED W. LOVE Director February 24, 2026
Ted W. Love, M.D.

/s/    HARISH MANWANI Director February 24, 2026
Harish Manwani

/s/    JAVIER J. RODRIGUEZ Director February 24, 2026
Javier J. Rodriguez

/s/    ANTHONY WELTERS Director February 24, 2026
Anthony Welters

103