Gilead (NASDAQ: GILD) CEO gets performance shares, withholds stock

Rhea-AI Filing Summary

Gilead Sciences Chairman and CEO Daniel P. O'Day reported equity compensation activity involving the company’s common stock. On February 3, 2026, he acquired 131,675 shares at $0 under performance share awards granted in March 2023 and March 2024 after performance goals were certified.

On the same date, 74,461 shares were disposed of at $143.28, typically reflecting shares withheld to cover taxes on the vesting. After these transactions, O'Day directly owned 613,912 shares of Gilead common stock. Portions of the 2024 performance award will only be issued once additional service-vesting requirements are met.

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^*

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)
02/03/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		A		131,675(1)	A	$0	688,373	D
Common Stock	02/03/2026		F		74,461	D	$143.28	613,912	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

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, 2023 and March 10, 2024. 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. However, the shares certified for grants made March 10, 2024 will not be issued to the Reporting Person until the requisite continuing service requirements are also met.

Remarks:

	/s/ Edward S. Son by Power of Attorney for Daniel P. O'Day	02/05/2026
	** 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.

FAQ

What insider transaction did Gilead (GILD) CEO Daniel O'Day report?

Daniel O'Day reported performance-based equity vesting and related tax withholding transactions. He received 131,675 Gilead (GILD) shares at $0 from performance share awards and had 74,461 shares disposed at $143.28, leaving him with 613,912 directly owned shares.

How many Gilead (GILD) shares does Daniel O'Day own after this Form 4?

After the reported transactions, Daniel O'Day directly owns 613,912 shares of Gilead (GILD) common stock. This figure reflects both the 131,675 shares that vested from performance awards and the 74,461 shares disposed of, typically for tax withholding.

What is the nature of the 131,675 Gilead (GILD) shares reported as acquired?

The 131,675 Gilead (GILD) shares represent tranches of performance share awards granted on March 10, 2023 and March 10, 2024. These awards required both performance and service vesting; performance goals were certified on February 3, 2026, triggering this acquisition entry.

Why were 74,461 Gilead (GILD) shares reported as disposed of at $143.28?

The 74,461 Gilead (GILD) shares disposed of at $143.28 are coded “F,” indicating shares withheld to satisfy tax obligations on the vesting. This is a common administrative step when restricted or performance shares settle into issued stock.

Do all performance shares from Gilead’s 2024 grant immediately become issuable to Daniel O'Day?

No. The filing notes that shares from the March 10, 2024 performance grant will only be issued when continuing service-vesting requirements are also met. Performance goals are certified, but remaining service conditions must still be satisfied.

How were Gilead (GILD) performance goals tied to Daniel O'Day’s share awards?

The performance share awards required attainment of specified performance goals and continued service. On February 3, 2026, the Compensation and Talent Committee certified goal achievement, satisfying the performance condition for the 2023 and 2024 grants and allowing related shares to vest or be scheduled for issuance.