Gilead CEO Receives 10,427 RSUs, Sells 4,949 Shares — Form 4 Filing

Rhea-AI Filing Summary

Daniel P. O'Day, Gilead Sciences, Inc. Chairman & CEO, reported stock award and a sale on Form 4. He received 10,427 restricted stock units (RSUs) on 09/10/2025; each RSU converts to one share and the grant follows a four-year vesting schedule with 25% vesting after one year and the remainder vesting 6.25% quarterly thereafter. The filing also shows a disposition of 4,949 shares on 09/10/2025 at a price of $115.25 per share. After these transactions the filing reports 601,203 shares beneficially owned directly and 98,496 RSUs outstanding.

Positive

• Award of 10,427 restricted stock units aligns executive compensation with long-term shareholder value through a four-year vesting schedule
• Clear disclosure of transaction details including sale price ($115.25) and post-transaction ownership figures enhances transparency

Negative

• Reported disposition of 4,949 shares reduces direct holdings to 601,203 shares (could be perceived as liquidity-taking by an insider)

Insights

Corporate Governance Expert

TL;DR: Routine executive equity compensation and a small open-market sale; not a material change in control or ownership.

The report documents a standard equity grant (10,427 RSUs) subject to time-based vesting and a contemporaneous sale of 4,949 shares at $115.25. Time-vested RSUs align executive incentives with long-term shareholder value while the sale represents a modest reduction in direct holdings given reported post-transaction ownership of 601,203 shares. There are no indications of new derivative strategies, pledging, or unusual accelerated vesting terms disclosed in this filing.

Securities Analyst

TL;DR: Compensation grant increases potential future dilution modestly; disclosed sale is transaction-level, not necessarily signal of view.

The RSU grant (10,427 units) will convert into common shares over four years, incrementally increasing share count when vested. The 4,949-share sale at $115.25 is explicitly reported and reduces direct ownership to 601,203 shares. Transaction sizes are small relative to outstanding share counts of a large-cap issuer and the filing contains no other material items such as option exercises or transfers to affiliates.

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

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^*

O'Day Daniel Patrick

(Last) (First) (Middle)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		10,427	A	(1)	606,152	D
Common Stock	09/10/2025		F		4,949	D	$115.25	601,203	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			10,427	(2)	(2)	Common Stock	10,427	(1)	98,496	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 Daniel P. O'Day	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 did GILD Chairman & CEO Daniel P. O'Day report on Form 4?

He reported receiving 10,427 RSUs on 09/10/2025 and the sale of 4,949 shares on 09/10/2025 at $115.25 per share.

How do the restricted stock units (RSUs) granted to Daniel O'Day vest?

Each RSU converts to one share and vests over four years: 25% on the first anniversary and the balance vests 6.25% quarterly thereafter.

How many shares does Daniel O'Day beneficially own after these transactions?

The filing reports 601,203 shares beneficially owned directly and 98,496 RSUs outstanding.

At what price were the shares sold and when?

The 4,949 shares were sold on 09/10/2025 at a price of $115.25 per share.

Does the Form 4 show any option exercises or other derivative transactions?

No. The filing discloses restricted stock units granted and a sale of common stock; no option exercises or other derivative transactions are reported.