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Gilead (GILD) CMO Dietmar Berger converts RSUs and withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Gilead Sciences Chief Medical Officer Dietmar Berger reported routine equity compensation activity. On June 10, 2026, he exercised 533 restricted stock units, converting them into the same number of Gilead common shares at an exercise price of $0.00 per share.

To cover associated tax obligations, 263 common shares were disposed of at $121.48 per share through a tax-withholding transaction, which is not an open-market sale. Following these transactions, he directly holds 19,252 shares of common stock and 46,928 restricted stock units, which continue to vest over a four-year schedule.

Positive

  • None.

Negative

  • None.
Insider Berger Dietmar
Role Chief Medical Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 533 $0.00 --
Exercise Common Stock 533 $0.00 --
Tax Withholding Common Stock 263 $121.48 $32K
Holdings After Transaction: Restricted Stock Unit — 46,928 shares (Direct, null); Common Stock — 19,515 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents the contingent right to receive one share of Gilead Sciences, Inc.'s common stock. The restricted stock units have a 4-year vesting schedule. 25% vest on the first anniversary of the grant date. The balance will vest 6.25% quarterly thereafter until fully vested.
Tax-withholding shares 263 shares Common stock disposed at $121.48 per share for taxes on Jun. 10, 2026
Tax-withholding price $121.48 per share Price for 263 common shares used to satisfy tax liability
RSUs exercised 533 units Restricted stock units converted into 533 common shares at $0.00 exercise price
Common shares held 19,252 shares Direct Gilead common stock holdings after reported transactions
RSUs outstanding 46,928 units Restricted stock units remaining after the RSU-to-share conversion
Restricted Stock Unit financial
"Each restricted stock unit represents the contingent right to receive one share of Gilead Sciences, Inc.'s common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
4-year vesting schedule financial
"The restricted stock units have a 4-year vesting schedule. 25% vest on the first anniversary of the grant date."
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
exercise price financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
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SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Berger Dietmar

(Last)(First)(Middle)
333 LAKESIDE DR.

(Street)
FOSTER CITY CALIFORNIA 94404

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
GILEAD SCIENCES, INC. [ GILD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Medical Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/10/2026M533A(1)19,515D
Common Stock06/10/2026F263D$121.4819,252D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(1)06/10/2026M533 (2) (2)Common Stock533(1)46,928D
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 4-year vesting schedule. 25% vest on the first anniversary of the grant date. The balance will vest 6.25% quarterly thereafter until fully vested.
Remarks:
/s/ Amy Kim by Power of Attorney for Dietmar Berger06/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Gilead (GILD) executive Dietmar Berger report in this Form 4?

Dietmar Berger reported routine equity compensation activity, including the exercise of 533 restricted stock units into common shares and a related tax-withholding share disposition. These transactions reflect vesting of prior awards rather than open-market buying or selling of Gilead stock.

How many Gilead (GILD) shares did Dietmar Berger have withheld for taxes?

A total of 263 Gilead common shares were disposed of at $121.48 per share to satisfy tax obligations. This tax-withholding disposition is a standard mechanism for covering taxes on vested equity and does not represent an open-market sale by the executive.

How many restricted stock units did Dietmar Berger convert at Gilead (GILD)?

Berger exercised 533 restricted stock units, converting them into 533 Gilead common shares at an exercise price of $0.00 per share. These units stem from prior equity grants and reflect scheduled vesting under Gilead’s long-term incentive program.

What are Dietmar Berger’s Gilead (GILD) holdings after these transactions?

After the reported transactions, Berger directly holds 19,252 shares of Gilead common stock and 46,928 restricted stock units. The RSUs continue to vest over a four-year schedule, with 25% after one year and 6.25% each quarter thereafter.

How do Dietmar Berger’s Gilead (GILD) restricted stock units vest over time?

His restricted stock units vest over four years. Twenty-five percent vest on the first anniversary of the grant date, and the remaining balance vests at 6.25% each quarter thereafter. Each vested unit delivers one share of Gilead’s common stock upon settlement.

Does this Gilead (GILD) Form 4 show open-market buying or selling by Dietmar Berger?

The filing shows no open-market buying or selling. It reflects RSU vesting and option-like exercise, plus 263 shares disposed of solely to cover tax obligations. Such tax-withholding and conversions are routine components of executive equity compensation programs.