Gilead (GILD) Form 4: Telman Receives RSUs, Executes Small Stock Sale

Rhea-AI Filing Summary

Deborah H. Telman, Executive Vice President, Corporate Affairs & General Counsel of Gilead Sciences (GILD), reported two transactions on 09/10/2025. She was granted 1,315 restricted stock units (RSUs), each converting to one share, which vest over four years (25% at year one, then 6.25% quarterly). The RSU grant increased contingent ownership by 1,315 shares. On the same date she disposed of 634 shares in a sale at $115.25 per share. After these transactions she beneficially owned 43,402 shares (44,036 including the unvested RSUs). The Form 4 was signed by power of attorney on her behalf.

Positive

• Time‑based RSU grant aligns executive compensation with long‑term shareholder interests via multi‑year vesting
• Vesting schedule disclosed (25% at one year, then 6.25% quarterly) provides clarity on when shares may convert

Negative

• Insider sale of 634 shares at $115.25 reduces immediate insider shareholding and provides liquidity
• Unvested RSUs represent potential future dilution when they convert to common stock upon vesting

Insights

Corporate Governance Expert

TL;DR: Standard executive compensation and a routine stock sale; aligns long-term incentives while realizing partial liquidity.

The filing shows a customary time‑based RSU award with a four‑year vesting schedule, which is typical for senior executives and supports alignment with shareholder interests over time. The concurrent sale of 634 shares at $115.25 appears to be a limited liquidity event and does not materially change post-transaction ownership levels. No unusual acceleration, insider trading plan disclosure, or derivative exercises are reported.

Securities Analyst

TL;DR: Net position essentially unchanged; grant increases potential future dilution modestly while sale provides cash at reported market price.

Post-transaction beneficial ownership remains sizeable at 43,402 shares with 1,315 RSUs outstanding. The RSU grant creates potential future issuance upon vesting but is a normal compensation tool. The sale at $115.25 provides realized proceeds but, given the scale relative to total holdings, is not a material shift in insider alignment from an investor perspective.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Telman Deborah H

(Last) (First) (Middle)

GILEAD SCIENCES, INC.

333 LAKESIDE DRIVE

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GILEAD SCIENCES, INC. [ GILD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Corporate Affairs & GC

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2025		M		1,315	A	(1)	44,036	D
Common Stock	09/10/2025		F		634	D	$115.25	43,402	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	09/10/2025		M			1,315	(2)	(2)	Common Stock	1,315	(1)	20,331	D

Explanation of Responses:

1. Each restricted stock unit represents the contingent right to receive one share of Gilead Sciences, Inc.'s common stock.

2. The restricted stock units have a four-year vesting schedule. 25% vest on the first anniversary of the date of the grant. The balance will vest 6.25% quarterly thereafter until fully vested.

Remarks:

	/s/ Edward S. Son by Power of Attorney for Deborah H. Telman	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Deborah H. Telman report on Form 4 for GILD?

She was granted 1,315 RSUs and sold 634 shares at $115.25 on 09/10/2025.

How many Gilead (GILD) shares does Telman beneficially own after the transactions?

After the reported transactions she beneficially owned 43,402 shares; including unvested RSUs the total is 44,036.

What is the vesting schedule for the RSUs granted to Telman?

The RSUs vest over four years: 25% on the first anniversary, then 6.25% quarterly until fully vested.

At what price were the shares sold by Telman?

She disposed of 634 shares at a price of $115.25 per share.

Does the Form 4 indicate the sale was part of a trading plan (10b5-1)?

The filing does not indicate that the transaction was executed under a Section 10b5-1 plan.