Gilead Reports 10.6M Xilio Shares; Near-20% Ownership

Rhea-AI Filing Summary

Gilead Sciences, Inc. reports beneficial ownership of 10,613,944 shares of Xilio Therapeutics, representing 19.9% of the outstanding common stock based on 51,827,910 shares outstanding. The filing states Gilead has sole voting and dispositive power over these shares. The holdings consist of 6,860,223 shares issued March 28, 2024; 485,250 shares issued April 3, 2024; 1,759,978 shares issued December 18, 2024; and 1,508,493 shares issuable upon exercise of pre-funded warrants. The statement certifies the shares were not acquired to change or influence control of the issuer.

Positive

• Material, disclosed stake: Gilead reports 10,613,944 shares (19.9%) with full sole voting and dispositive power
• Transparent breakdown: Holdings detailed by issuance dates and include 1,508,493 shares from pre-funded warrants
• Compliance: Filing includes certification that the position is not intended to influence control, consistent with Schedule 13G treatment

Negative

• None.

Insights

Financial Analyst

TL;DR: A sizable strategic stake: 19.9% ownership with sole voting power could influence Xilio's valuation and strategic options.

Gilead's reported 10.6 million-share position equals just under 20% of Xilio's 51.8 million diluted shares, giving Gilead significant economic exposure and full voting control of that block. The breakdown shows multiple issuances and pre-funded warrants, indicating the position arose from discrete financing or transaction events rather than open-market accumulation. The filing's certification that the stake is not held to change control is legally significant but investors will likely monitor any engagement or board influence given the stake's scale.

Corporate Governance Expert

TL;DR: Near-20% stake triggers governance scrutiny without automatic change-of-control disclosure; Gilead retains full voting/dispositive rights over its shares.

The 19.9% threshold is notable because it falls just below the 20% mark that often prompts additional regulatory and disclosure considerations; nevertheless, sole voting authority over the entire position makes Gilead a material shareholder for governance matters. The filing disclaims acquisition intent to influence control, which preserves Schedule 13G treatment, but stakeholders should expect potential engagement on strategic, licensing, or board matters given Gilead's profile and the stake's size.

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Accepted by SEC EDGAR 08/14/2025 - 04:42 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Xilio Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98422T100

(CUSIP Number)

06/30/2025

(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 10,613,944.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,613,944.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,613,944.00

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) 1,508,493 shares of Common Stock issuable upon exercise of pre-funded warrants to purchase Common Stock held by the Reporting Person. Item 11: Based on 51,827,910 shares of Common Stock issued and outstanding as of August 8, 2025, as disclosed in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the "SEC") on August 14, 2025.

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: 10,613,944
(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: 10,613,944
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 10,613,944
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	08/14/2025

FAQ

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

Gilead beneficially owns 10,613,944 shares of Xilio common stock as reported in this Schedule 13G/A.

What percentage of Xilio (XLO) does Gilead's stake represent?

The filing reports Gilead's holdings represent 19.9% of Xilio's common stock based on 51,827,910 shares outstanding.

Does Gilead have voting control over its Xilio (XLO) shares?

Yes. The filing states Gilead has sole voting power and sole dispositive power over all 10,613,944 shares.

How is Gilead's 10,613,944-share position composed?

It consists of 6,860,223 shares issued 3/28/2024; 485,250 shares issued 4/3/2024; 1,759,978 shares issued 12/18/2024; and 1,508,493 issuable upon exercise of pre-funded warrants.

Was Gilead's stake acquired to change or influence control of Xilio?

The certification in the filing states the shares were not acquired to change or influence control of the issuer.