Form 4: GILEAD SCIENCES, INC. reports purchase transactions in XLO

Rhea-AI Filing Summary

GILEAD SCIENCES, INC. reported open-market purchase transactions in a Form 4 filing for XLO. The filing lists transactions totaling 3,739,000 shares at a weighted average price of $0.53 per share. Following the reported transactions, holdings were 40,384,266 shares.

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

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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^*

GILEAD SCIENCES, INC.

(Last) (First) (Middle)

333 LAKESIDE DRIVE

(Street)

FOSTER CITY CA 94404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xilio Therapeutics, Inc. [ XLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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

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
Prefunded Warrants (right to buy)	$0.0001	02/13/2026		P		3,739,000		(1)	(1)	Common Stock	3,739,000	$0.5349	40,384,266	D

Explanation of Responses:

1. The Prefunded Warrants are exercisable at any time on or after the date of issuance and have no expiration date. A holder of Prefunded Warrants may not exercise such warrants if, after giving effect to such exercise, the holder and its affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the outstanding shares of Common Stock of the Issuer.

	Gilead Sciences, Inc. By: /s/ Andrew D. Dickinson	02/17/2026
	** 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).
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FAQ

What insider transaction did Gilead report in Xilio (XLO)?

Gilead Sciences reported buying 3,739,000 prefunded warrants in Xilio Therapeutics. The purchase occurred on February 13, 2026, at a price of $0.5349 per warrant, giving Gilead additional rights to acquire Xilio common stock through these derivative securities.

How many Xilio prefunded warrants did Gilead purchase and at what price?

Gilead purchased 3,739,000 prefunded warrants at $0.5349 each. These warrants give the right to acquire up to 3,739,000 Xilio common shares, with a separate exercise price of $0.0001 per share and no expiration date once issued.

What are the key terms of the Xilio prefunded warrants Gilead holds?

The prefunded warrants are exercisable any time after issuance with no expiration date. Each warrant can be exercised for one Xilio common share at an exercise price of $0.0001, subject to a 19.99% beneficial ownership cap under Section 13(d) rules.

How many Xilio-linked derivative securities does Gilead own after this Form 4?

After the transaction, Gilead beneficially owns 40,384,266 derivative securities tied to Xilio common stock. This total reflects its position following the purchase of 3,739,000 additional prefunded warrants reported in the insider filing.

What is the 19.99% ownership limitation on Gilead’s Xilio prefunded warrants?

The prefunded warrants cannot be exercised if doing so would push beneficial ownership above 19.99%. Under Section 13(d) rules, a holder and its affiliates must remain at or below 19.99% of Xilio’s outstanding common stock after any warrant exercise.

Is Gilead a major shareholder of Xilio Therapeutics (XLO)?

Yes, Gilead Sciences is identified as a 10% owner of Xilio Therapeutics. The Form 4 lists Gilead as a ten percent beneficial owner and shows it holding 40,384,266 derivative securities following its February 13, 2026 prefunded warrant purchase.