What are the performance share awards mentioned in the Gilead (GILD) Form 4?

The performance share awards were granted March 10, 2025, and included specific tranches subject to performance-vesting and service-vesting conditions. The performance requirement was satisfied on February 27, 2026, when the board’s compensation committee certified that the applicable performance goals had been attained.

Gilead (NASDAQ: GILD) CEO nets 10,000-share stock sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Gilead Sciences Chairman & CEO Daniel O'Day reported both an equity award and stock sales. He acquired 38,396 shares of common stock at $0.00 per share as part of performance share awards granted on March 10, 2025, which vested after the compensation committee certified performance goals.

On the same date, he sold a total of 10,000 common shares in open-market transactions at prices ranging from about $143.63 to $145.71, under a Rule 10b5-1 trading plan adopted on February 28, 2025. After these transactions, he directly held 642,308 shares of Gilead common stock.

Insider Trade Summary

Net Seller: 10,000 shares ($1,447,859)

Net Sell 4 txns

Insider O'Day Daniel Patrick

Role Chairman & CEO

Sold 10,000 shs ($1.45M)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	38,396	$0.00	--
Sale	Common Stock	3,481	$144.0351	$501K
Sale	Common Stock	6,419	$145.1786	$932K
Sale	Common Stock	100	$145.71	$15K

Holdings After Transaction: Common Stock — 652,308 shares (Direct)

Footnotes (1)

Represents shares of the Issuer's common stock subject to specific tranches of the performance share awards made to the Reporting Person on March 10, 2025. Such tranches of shares were subject to both performance-vesting and service-vesting requirements. The performance vesting requirement was satisfied on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation and Talent Committee of the Issuer's Board of Directors. The transaction reported in this Form 4 is made pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2025. Sale prices for the transactions reported range from $143.63 to $144.59. Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC, the issuer, or its shareowners upon request. Sale prices for the transactions reported range from $144.66 to $145.65. Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC, the issuer, or its shareowners upon request.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 04:46 PM

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

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)
02/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2026		A		38,396	A⁽¹⁾	$0	652,308	D
Common Stock	02/27/2026		S⁽²⁾		3,481	D	$144.0351⁽³⁾	648,827	D
Common Stock	02/27/2026		S⁽²⁾		6,419	D	$145.1786⁽⁴⁾	642,408	D
Common Stock	02/27/2026		S⁽²⁾		100	D	$145.71	642,308	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of the Issuer's common stock subject to specific tranches of the performance share awards made to the Reporting Person on March 10, 2025. Such tranches of shares were subject to both performance-vesting and service-vesting requirements. The performance vesting requirement was satisfied on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation and Talent Committee of the Issuer's Board of Directors.

2. The transaction reported in this Form 4 is made pursuant to a Rule 10b5-1 trading plan adopted on February 28, 2025.

3. Sale prices for the transactions reported range from $143.63 to $144.59. Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC, the issuer, or its shareowners upon request.

4. Sale prices for the transactions reported range from $144.66 to $145.65. Full information regarding the number of shares purchased or sold at each separate price will be provided to the SEC, the issuer, or its shareowners upon request.

Remarks:

	/s/ Edward S. Son by Power of Attorney for Daniel P. O'Day	03/02/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Gilead (GILD) CEO Daniel O'Day report in this Form 4 filing?

Daniel O'Day reported receiving a performance-based equity award and selling shares. He acquired 38,396 common shares at no cost and sold 10,000 shares in open-market trades, all on February 27, 2026, as part of his compensation and pre-arranged trading activity.

How many Gilead (GILD) shares did the CEO acquire and at what price?

He acquired 38,396 Gilead common shares at a price of $0.00 per share. These shares were tied to performance share awards granted March 10, 2025, which vested after the compensation committee certified that specified performance goals had been achieved.

How many Gilead (GILD) shares did the CEO sell and at what prices?

He sold a total of 10,000 Gilead common shares in three open-market transactions. Reported sale prices ranged from $143.63 to $145.71 per share, reflecting trades executed in separate tranches on February 27, 2026, under a pre-established trading plan.

Was the Gilead (GILD) CEO’s stock sale under a Rule 10b5-1 plan?

Yes. The filing states the transactions were made under a Rule 10b5-1 trading plan. That plan was adopted on February 28, 2025, allowing pre-scheduled trades, helping separate personal trading decisions from non-public information the executive may possess.

How many Gilead (GILD) shares does the CEO hold after these transactions?

Following the reported award and stock sales, Daniel O'Day directly owns 642,308 shares of Gilead common stock. This figure reflects his holding after acquiring 38,396 shares from vested performance awards and selling 10,000 shares in the open market on February 27, 2026.