Gilead discloses 19.9% stake in Xilio Therapeutics (XLO) ownership filing

Rhea-AI Filing Summary

Gilead Sciences, Inc. reports beneficial ownership of 14,517,678 shares of Xilio Therapeutics, Inc. common stock, representing 19.9% of the outstanding class. This includes 5,412,227 shares issuable upon exercise of pre-funded warrants held by Gilead.

The stake also reflects common shares issued to Gilead on March 28, 2024, April 3, 2024, and December 18, 2024. The ownership percentage is based on 67,540,930 Xilio common shares outstanding as of January 13, 2026. Gilead certifies the securities were not acquired or held to change or influence control of Xilio.

Insights

Equity ownership and biotech partnership analyst

Gilead discloses a large, passive 19.9% stake in Xilio.

Gilead Sciences reports beneficial ownership of 14,517,678 shares of Xilio Therapeutics common stock, equal to 19.9% of the company based on 67,540,930 shares outstanding as of January 13, 2026. This is a sizeable minority position with sole voting and dispositive power.

The position combines multiple common share issuances in 2024 and 5,412,227 shares issuable from pre-funded warrants. Gilead’s certification that the securities are not held to change or influence control indicates a passive stance under Schedule 13G rather than an active control strategy.

For investors, this filing confirms a major strategic holder in Xilio’s cap table and clarifies that Gilead alone controls the voting and disposition of these shares. Subsequent company filings may provide more context on how this relationship develops, but the current disclosure is ownership-focused rather than operational.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 04:39 PM Learn about SEC filing dates

FAQ

How many Xilio Therapeutics (XLO) shares does Gilead Sciences beneficially own?

Gilead Sciences beneficially owns 14,517,678 shares of Xilio Therapeutics common stock. This total includes multiple share issuances in 2024 and 5,412,227 shares issuable upon exercise of pre-funded warrants, giving Gilead a substantial minority position in Xilio.

What percentage of Xilio Therapeutics’ common stock is held by Gilead Sciences?

Gilead Sciences holds 19.9% of Xilio’s common stock. This percentage is calculated based on 67,540,930 shares of Xilio common stock outstanding as of January 13, 2026, as disclosed in Xilio’s definitive proxy statement filed on Schedule 14A.

Does Gilead Sciences have control or shared voting power over its Xilio Therapeutics stake?

Gilead Sciences reports sole voting and dispositive power over all 14,517,678 Xilio shares. It reports zero shared voting or dispositive power, meaning Gilead alone decides how these shares are voted and whether or when they are sold.

Is Gilead’s ownership in Xilio Therapeutics intended to change control of the company?

No. Gilead certifies that the securities were not acquired and are not held for the purpose of changing or influencing Xilio’s control. They also state the holdings are not in connection with any transaction having that purpose or effect, except specified nomination activities.

What securities make up Gilead Sciences’ Xilio Therapeutics position?

Gilead’s position consists of Xilio common stock and pre-funded warrants. It includes several common share issuances to Gilead in March, April, and December 2024, plus 5,412,227 shares of common stock issuable upon exercise of pre-funded warrants held by Gilead.

What type of SEC filing did Gilead use to disclose its Xilio Therapeutics stake?

Gilead filed an amended Schedule 13G (Amendment No. 3) to report its Xilio ownership. Schedule 13G is typically used for large, generally passive stakes where the holder certifies the investment is not for changing or influencing control of the issuer.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Xilio Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98422T100

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98422T100

1

Names of Reporting Persons

GILEAD SCIENCES, INC.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,517,678.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,517,678.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,517,678.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Items 5, 7, 9: Consists of (A) 6,860,223 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Xilio Therapeutics, Inc. (the "Issuer") issued to the Reporting Person on March 28, 2024, (B) 485,250 shares of Common Stock issued to the Reporting Person on April 3, 2024, (C) 1,759,978 shares of Common Stock issued to the Reporting Person on December 18, 2024, and (D) 5,412,227 shares of Common Stock issuable upon exercise of pre-funded warrants to purchase Common Stock held by the Reporting Person. Item 11: Based on 67,540,930 shares of Common Stock issued and outstanding as of January 13, 2026, as disclosed in the definitive proxy statement on Schedule 14A filed by the Issuer with the Securities and Exchange Commission (the "SEC") on January 26, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Xilio Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 828 Winter Street, Suite 300, Waltham, Massachusetts, 02451
Item 2.
(a)	Name of person filing: Gilead Sciences, Inc.
(b)	Address or principal business office or, if none, residence: 333 Lakeside Drive Foster City, California 94404
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 98422T100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 14,517,678
(b)	Percent of class: 19.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 14,517,678
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 14,517,678
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GILEAD SCIENCES, INC.

Signature:	/s/ Andrew D. Dickinson
Name/Title:	Executive Vice President and Chief Financial Officer
Date:	02/12/2026