375558AP8

• Diluted loss per share was $(8.45) and non-GAAP diluted loss per share was $(6.75), reflecting a $(9.08) per share impact from acquired IPR&D and tax expenses.
• HIV product sales rose 12% to $5.7 billion; Biktarvy sales increased 7% to $3.8 billion, and Descovy sales jumped 48% to $967 million.
• Acquired IPR&D expenses were $11.2 billion in Q2 2026, primarily related to acquisitions of Arcellx ($7.0B), Tubulis ($3.1B), and Ouro Medicines ($1.0B), net of Lakefront collaboration.
• Full-year 2026 guidance raised for product sales excluding Veklury to $29.8-$30.1 billion; diluted loss per share expected at $(3.75) to $(3.40).
• Cash and marketable securities fell to $3.2 billion as of June 30, 2026, from $10.6 billion at year-end 2025, due to acquisition outflows and debt repayments.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes were sold in a public offering under an underwriting agreement dated May 14, 2026, with Barclays, BofA Securities, and Citigroup as representatives.
• Net proceeds are intended for general corporate purposes, including potential acquisitions, investments, or strategic transactions.
• The notes are subject to restrictions in the indenture, including limitations on secured debt, sale-leaseback transactions, and mergers, with a change-of-control repurchase offer requirement.
• Gilead may redeem some or all of the notes at any time at applicable redemption prices.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS was $1.61, up from $1.04 in Q1 2025; non-GAAP diluted EPS was $2.03, up from $1.81.
• HIV product sales rose 10% to $5.0 billion, with Biktarvy up 7% to $3.4 billion and Descovy up 38% to $807 million.
• Full-year 2026 product sales guidance raised to $30.0-$30.4 billion (from $29.6-$30.0 billion), but EPS guidance cut by ~$9.50 due to $11.5 billion in IPR&D charges from Arcellx, Ouro, and Tubulis deals.
• Completed Arcellx acquisition for $7.8 billion; announced agreements to acquire Tubulis and Ouro; FDA accepted BIC/LEN NDA with PDUFA date of August 27, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• All nine director nominees were elected, with votes for ranging from 980,597,212 (Daniel P. O'Day) to 1,019,197,783 (Javier J. Rodriguez).
• Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year 2026 (1,046,350,569 for, 82,831,295 against).
• Advisory say-on-pay proposal for Named Executive Officer compensation passed (954,325,805 for, 77,503,947 against).
• Amended and restated 2022 Equity Incentive Plan was approved (970,290,586 for, 62,501,433 against); three stockholder proposals on independent chair, patent exclusivities, and ESG/DEI metrics were not approved.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• The tender offer expired on April 27, 2026, with 38,795,604 shares validly tendered, representing about 77.2% of Arcellx's outstanding shares, satisfying the minimum condition.
• The CVR entitles holders to a $5.00 per share payment on March 31, 2030, if cumulative worldwide net sales of anito-cel exceed $6.0 billion by December 31, 2029.
• Gilead used approximately $7.1 billion in funds to consummate the offer and merger, including payments for options and restricted stock units.
• The transaction is expected to reduce Gilead's 2026 diluted EPS by approximately $5.57–$5.67, and is expected to be modestly dilutive in 2026–2027 and accretive from 2028 onward, subject to FDA approval of anito-cel.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Each CVR entitles the holder to a potential $5.00 cash payment if cumulative worldwide sales of Arcellx's anito-cel exceed $6 billion by December 31, 2029.
• The tender offer will remain open for at least 20 business days and is subject to customary conditions, including antitrust approvals and majority share tender.
• Directors, executive officers, and certain stockholders holding about 10.3% of Arcellx shares have agreed to tender their shares.
• The FDA accepted the Biologic License Application for anito-cel, a BCMA-targeting CAR-T therapy for multiple myeloma.
• Arcellx may pay Gilead a $260 million termination fee under certain circumstances, such as accepting a superior offer.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Full year 2025 total revenues increased 2% to $29.4 billion; diluted EPS was $6.78, non-GAAP diluted EPS was $8.15.
• Full year 2025 product sales excluding Veklury increased 4% to $28.0 billion; Biktarvy sales increased 7% to $14.3 billion.
• For full year 2026, Gilead expects product sales of $29.6-$30.0 billion and non-GAAP diluted EPS of $8.45-$8.85.
• Q4 2025 product gross margin was 79.5% (GAAP) and 86.8% (non-GAAP); cash and marketable securities were $10.6 billion at year-end.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Deborah H. Telman will step down as Executive Vice President, Corporate Affairs and General Counsel effective December 5, 2025.
• Her employment with Gilead will terminate later in December 2025.
• No reason for the departure or compensation terms were disclosed in the filing.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements