GILEAD SCIENCES, INC.

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying Condensed Consolidated Financial Statements and related Notes to Condensed Consolidated Financial Statements of Gilead Sciences, Inc. (“Gilead,” “we,” “our” or “us”) should be read in conjunction with the audited Consolidated Financial Statements and the related notes thereto for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with U.S. Securities and Exchange Commission. There have been no material changes to the summary of our business or significant accounting policies as disclosed in that filing.

These interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and include all adjustments consisting of normal recurring adjustments that the management of Gilead believes are necessary for a fair presentation of the periods presented and are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period. We have evaluated subsequent events through the report issuance date and determined that there are no further events or transactions to be disclosed other than those already disclosed elsewhere in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Certain amounts and percentages in these Condensed Consolidated Financial Statements and accompanying notes may not sum or recalculate due to rounding.

2. REVENUES

Disaggregation of Revenues

The following table summarizes our Total revenues:

(1) Represents our revenue from cobicistat (“C”), emtricitabine (“FTC”) and tenofovir alafenamide (“TAF”) in Symtuza (darunavir/C/FTC/TAF), a fixed dose combination product commercialized by Janssen Sciences Ireland Unlimited Company (“Janssen Ireland”).

(2) Includes Atripla, Bixlenvo, Complera/Eviplera, Emtriva, Stribild, Sunlenca, Truvada and Tybost.

(3) Includes Epclusa and the authorized generic version of Epclusa sold by Gilead’s separate subsidiary, Asegua Therapeutics LLC (“Asegua”).

(4) Includes ledipasvir/sofosbuvir (Harvoni and the authorized generic version of Harvoni sold by Asegua), Hepcludex, Sovaldi, Viread and Vosevi.

(5) Includes Cayston, Jyseleca, Letairis and Zydelig.

Revenues Recognized from Performance Obligations Satisfied in Prior Years

The following table summarizes revenues recognized from performance obligations satisfied in prior years:

(1) Changes in estimates included recognition of previously constrained revenues from the sale of certain intellectual property of $156 million during the nine months ended September 30, 2026 and $400 million during the three and nine months ended September 30, 2025.

Contract Balances

The following table summarizes our contract balances:

(1)The increase in contract assets during the nine months ended September 30, 2026 primarily related to recognition of $156 million of previously constrained revenues from the sale of certain intellectual property.

(2)Future revenues recognized from contract liabilities are not expected to be material in any one year.

3. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table summarizes the types of assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy:

(1) During 2026, we sold all of our available-for-sale debt securities and used the proceeds to partially fund our acquisitions discussed in Note 6. Acquisitions, Collaborations and Other Arrangements.

Level 2 Inputs

Available-for-Sale Debt Securities

For our available-for-sale debt securities, we estimate the fair values by reviewing trading activity and pricing as of the measurement date and by taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data and other observable inputs.

Foreign Currency Derivative Contracts

Our foreign currency derivative contracts have maturities of 18 months or less and all are with counterparties that have a minimum credit rating of A- or equivalent by S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. We estimate the fair values of these contracts by utilizing an income-based industry standard valuation model for which all significant inputs are observable, either directly or indirectly. These inputs include foreign currency exchange rates, Secured Overnight Financing Rate (“SOFR”) and swap rates. These inputs, where applicable, are observable at commonly quoted intervals.

Level 3 Inputs

MYR Contingent Consideration Liability

In connection with our 2021 acquisition of MYR GmbH (“MYR”), we were subject to a contingent consideration payment of up to €300 million, subject to customary adjustments, which we revalued each reporting period using probability-weighted scenarios for U.S. Food and Drug Administration (“FDA”) approval of bulevirtide. In May 2026, FDA granted accelerated approval of Hepcludex (bulevirtide), and we subsequently paid the contingent consideration during the second and third quarters of 2026, which was reflected in financing activities in our Condensed Consolidated Statements of Cash Flows.

The following table summarizes the changes in fair value of our MYR contingent consideration liability:

(1)Included in Research and development expenses on our Condensed Consolidated Statements of Operations.

(2)Included in Other (income) expense, net on our Condensed Consolidated Statements of Operations.

(3)Included in Other current liabilities on our Condensed Consolidated Balance Sheets as of December 31, 2025.

Fair Value Level Transfers

There were no transfers between Level 1, Level 2 and Level 3 in the periods presented.

Nonrecurring Fair Value Measurements

In connection with our second quarter 2026 acquisition of Ouro Medicines, LLC (“Ouro Medicines”), we are subject to contingent consideration payments of up to $500 million for the achievement of certain development and regulatory milestones, for which we recorded a liability with an initial fair value of $277 million. See Note 6. Acquisitions, Collaborations and Other Arrangements for additional information.

During the nine months ended September 30, 2026 and 2025, we recorded impairment charges of $1.75 billion and $190 million, respectively, both related to certain acquired in-process research and development (“IPR&D”) assets. See Note 7. Intangible Assets for additional information.

Other Fair Value Disclosures

Senior Unsecured Notes

The following table summarizes the total estimated fair value and carrying value of our senior unsecured notes, determined using Level 2 inputs based on their quoted market values:

Term Loan Facility

As of September 30, 2026, the fair value of our term loan, determined using Level 3 inputs, was approximately $1.1 billion and the carrying value was $1.1 billion.

Liability Related to Future Royalties

We recorded a liability related to future royalties as part of our 2020 acquisition of Immunomedics, Inc., which is subsequently amortized using the effective interest method over the remaining estimated life. The fair value of the liability related to future royalties, determined using Level 3 inputs, was approximately $0.7 billion and $0.8 billion as of September 30, 2026 and December 31, 2025, respectively, and the carrying value was $1.1 billion as of September 30, 2026 and December 31, 2025.

4. INVESTMENTS

Available-for-Sale Debt Securities

During 2026, we sold all of our available-for-sale debt securities and used the proceeds to partially fund our acquisitions discussed in Note 6. Acquisitions, Collaborations and Other Arrangements. As such, there were no available-for-sale debt securities as of September 30, 2026.

The following table summarizes our available-for-sale debt securities as of December 31, 2025:

The total gross unrealized losses in the table above relate to available-for-sale debt securities, primarily corporate debt securities and U.S. treasury securities, with an estimated fair value of approximately $724 million that had been in a continuous unrealized loss position for less than 12 months as of December 31, 2025.

Equity Securities

The following table summarizes the classification of our equity securities on our Condensed Consolidated Balance Sheets, including certain equity method investments for which we elected and applied the fair value option as we believe it best reflects the underlying economics of these investments:

(1)Mostly comprised of our equity interest in Assembly Biosciences, Inc.

(2)Mostly comprised of equity interests in certain collaboration partners and investment funds that are considered to be variable interest entities (“VIEs”) for which we are not the primary beneficiary. Our maximum exposure to loss as a result of our involvement in these VIEs is limited to the value of our investment.

The following table summarizes net unrealized gains and losses related to equity securities still held as of the respective ending balance sheet dates for the periods below, included in Other (income) expense, net on our Condensed Consolidated Statements of Operations:

Related Party Transaction

During the nine months ended September 30, 2026, we donated certain equity securities to the Gilead Foundation, a California nonprofit public benefit corporation for which certain of our officers serve as directors, and recorded a related expense of $63 million in Selling, general and administrative expenses on our Condensed Consolidated Statements of Operations.

5. DERIVATIVES

Our operations in foreign countries expose us to risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and various foreign currencies, primarily the Euro. To partially mitigate the impact of changes in currency exchange rates on net cash flows from our foreign currency denominated sales as well as outstanding monetary assets and liabilities, we enter into foreign currency exchange forward contracts. In general, the risk of foreign currency fluctuations related to our operations is offset by corresponding gains and losses from our derivative instruments. By working only with major banks and closely monitoring current market conditions, we seek to limit the credit risk that counterparties to these contracts may be unable to perform. We enter into contracts that permit net settlement at maturity. In addition, our overall risk of loss in the event of counterparty default is limited to the amount of any net unrealized gains on outstanding contracts (i.e., including the impact of offsetting unrealized losses). We do not enter into derivative contracts for trading purposes.

The derivative instruments we use to mitigate our exposures for certain monetary assets and liabilities that are denominated in a non-functional currency are not designated as hedges. The derivative instruments we use to mitigate our exposures for forecasted product sales are designated as cash flow hedges and have maturities of 18 months or less.

We held foreign currency exchange contracts with outstanding notional amounts of $3.6 billion and $3.9 billion as of September 30, 2026 and December 31, 2025, respectively.

While all our derivative contracts allow us the right to offset assets and liabilities, we have presented amounts on our Condensed Consolidated Balance Sheets on a gross basis. Further, our contracts generally do not require financial collateral. The following table summarizes the classification and fair values of derivative instruments, including the potential effect of offsetting:

The following table summarizes the effect of our derivative contracts on our Condensed Consolidated Financial Statements:

Approximately $53 million of pre-tax net gains related to the hedged forecasted transactions reported in Accumulated other comprehensive income as of September 30, 2026 are expected to be reclassified to Product sales within 12 months. There wereno discontinuances of cash flow hedges for the three and nine months ended September 30, 2026 and 2025.

The cash flow effects of our derivative contracts for the three and nine months ended September 30, 2026 and 2025 were included within Net cash provided by operating activities on our Condensed Consolidated Statements of Cash Flows.

6. ACQUISITIONS, COLLABORATIONS AND OTHER ARRANGEMENTS

We enter into acquisitions, licensing and strategic collaborations and other similar arrangements with third parties for the research, development and commercialization of certain products and product candidates. The collaborations involve two or more parties who are active participants in the operating activities of the collaboration and are exposed to significant risks and rewards depending on the commercial success of the activities. The financial terms of these arrangements may include non-refundable upfront payments, expense reimbursements, payments by us for options to acquire certain rights, contingent obligations by us for potential development and regulatory milestone payments and/or sales-based milestone payments, royalty payments, revenue or profit-sharing arrangements, cost-sharing arrangements and equity investments.

Acquisitions

Ouro Medicines

In June 2026, we closed an agreement to acquire Ouro Medicines, a privately held biotechnology company focused on developing T cell engager (“TCE”) therapies, for aggregate consideration of approximately $1.9 billion, comprised of $1.6 billion in cash consideration, net of cash acquired, and the fair value of contingent consideration of up to $500 million, representing potential future milestone payments. As a result of the agreement, Ouro Medicines became our wholly-owned subsidiary.

We accounted for the transaction as an asset acquisition since the lead asset, OM336 (gamgertamig), a clinical-stage BCMAxCD3 TCE, represents substantially all of the fair value of the gross assets acquired. We recorded a $1.9 billion charge to Acquired in-process research and development expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026. The remaining purchase price relates to various other assets acquired and liabilities assumed. We determined that Ouro Medicines was a VIE at the time of acquisition and therefore recorded the contingent consideration as a liability. The fair value of this contingent liability, estimated using Level 3 inputs, including probability-weighted scenarios for each milestone, was $277 million as of the acquisition date, with $143 million recorded in Other current liabilities and $133 million recorded in Other long-term liabilities on our Condensed Consolidated Balance Sheets. The contingent liability will be adjusted at the time the underlying milestones are met. The liability represents a noncash investing activity and was therefore not included on our Condensed Consolidated Statements of Cash Flows.

In addition, we recorded stock-based compensation expense of $135 million related to the cash settlement of unvested Ouro Medicines employee stock awards attributable to post-acquisition services, with $45 million being recorded in Research and development expenses and $91 million in Selling, general and administrative expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026.

Tubulis

In May 2026, we closed an agreement to acquire Tubulis GmbH (“Tubulis”), a private Germany-based, clinical-stage biotechnology company developing next-generation antibody-drug conjugates (“ADCs”), for approximately $3.2 billion in cash consideration, net of cash acquired. As a result, Tubulis became our wholly-owned subsidiary.

We accounted for the transaction as an asset acquisition since the lead asset, TUB-040, a NaPi2b-directed topoisomerase-I inhibitor ADC currently in Phase 1b/2 development for platinum-resistant ovarian cancer and non-small cell lung cancer (“NSCLC”), represents substantially all of the fair value of the gross assets acquired. We recorded a $3.1 billion charge to Acquired in-process research and development expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026. We allocated the remaining purchase price to various other assets acquired and liabilities assumed.

In addition, we recorded stock-based compensation expense of $51 million related to the cash settlement of unvested Tubulis employee stock awards attributable to post-acquisition services, with $28 million being recorded in Research and development expenses and $23 million in Selling, general and administrative expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026.

Under the agreement, the former shareholders of Tubulis are eligible to receive up to approximately $1.9 billion in potential future milestone payments.

Arcellx

In April 2026, we closed an agreement to acquire Arcellx, Inc. (“Arcellx”), a public biotechnology company focused on delivering a new class of innovative immunotherapies for patients with cancer and other incurable diseases, for approximately $6.4 billion in cash consideration, net of cash acquired. As a result, Arcellx became our wholly-owned subsidiary.

Prior to the acquisition, we had been engaged in a global strategic collaboration with Arcellx to co-develop and co-commercialize Arcellx’s lead late-stage product candidate, anitocabtagene autoleucel (“anito-cel”), an investigational BCMA-directed chimeric antigen receptor T-cell therapy for patients with relapsed and/or refractory multiple myeloma. In conjunction with the collaboration, we made various purchases of Arcellx shares. Under the collaboration agreement, Arcellx was eligible to receive performance-based development and regulatory milestone payments, with further commercial milestone payments, profit split payments on co-promoted products and royalties on at least a portion of worldwide net sales, depending on whether Arcellx opted in to co-promote the future products.

We accounted for the April 2026 transaction as an asset acquisition since the acquired intellectual property rights related to anito-cel represent substantially all of the fair value of the gross assets acquired. We recorded a $7.0 billion charge to Acquired in-process research and development expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026. We also recorded $324 million of assets acquired, primarily consisting of net deferred tax assets, and $88 million of liabilities assumed. As part of the transaction, we settled our existing $773 million investment in Arcellx previously recorded in Prepaid and other current assets on our Condensed Consolidated Balance Sheets. This settlement represents a noncash investing activity and was therefore not included on our Condensed Consolidated Statements of Cash Flows as part of the acquisition.

In addition, we recorded stock-based compensation expense of $375 million related to the cash settlement of unvested Arcellx employee stock awards attributable to post-acquisition services, with $156 million being recorded in Research and development expenses and $218 million in Selling, general and administrative expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026.

Under the agreement to acquire Arcellx, the former shareholders of Arcellx are eligible to receive one non-transferable contingent value right of $5 per share, or approximately $300 million total, upon the achievement of at least $6.0 billion in cumulative global net sales of anito-cel from launch through year-end 2029.

PepStar

In October 2026, we entered into a definitive agreement with PepStar Therapeutics Limited, a privately held, clinical-stage biotechnology company, to acquire PepStar IP Holdings Limited and its oral IL-23R inhibitor program, including lead asset HCXT-2001, for $1.275 billion in upfront cash consideration, which is subject to customary adjustments and payable at closing. The transaction is expected to close in the fourth quarter of 2026, subject to certain conditions. We expect to account for the transaction as an asset acquisition.

Collaborations and Other Arrangements

Lakefront

In March 2026, we entered into an initial agreement with Lakefront, formerly Galapagos NV, effective upon the closing of our definitive agreement to acquire Ouro Medicines, for a research and development collaboration on the acquired Ouro Medicines assets. Under the agreement, Lakefront paid 50% of the upfront cash consideration in June 2026 and will pay 50% of future contingent milestones payable to Ouro Medicines’ shareholders. Lakefront is responsible for development activities and costs prior to registrational studies for gamgertamig, with later clinical development activities performed by both parties and costs being shared equally. We will retain commercialization rights and pay Lakefront royalties of 20% to 23% on net sales of gamgertamig products. The March 2026 agreement can be terminated for convenience by either party at any time with advance notice, with the continuing party retaining the rights to develop and commercialize gamgertamig. In September 2026, to further define our collaboration relationship, we entered into a definitive license and collaboration agreement with Lakefront that amended the March 2026 agreement. The terms of the September 2026 agreement are substantially the same as the March 2026 agreement described above.

We are accounting for the agreement as a collaborative arrangement as it involves joint operating activities where both parties have active participation and are exposed to significant risks and rewards dependent on the commercial success of the activities. We determined that our only distinct performance obligation in the arrangement is to transfer licenses and know-how for the development of the intellectual property acquired from Ouro Medicines to Lakefront, which we had delivered as of June 30, 2026. We further concluded that, given the nature of the joint operating activities, Lakefront is not our customer under the agreement, and therefore, any payments we receive pursuant to the agreement would not be recorded as revenues. Rather, payments made to or received from Lakefront in connection with the agreement will be recorded as an addition to or reduction from the respective line item on our Condensed Consolidated Statements of Operations to which the costs relate. As a result, we recorded Lakefront’s non-refundable $860 million payment to us for their 50% share of the upfront cash consideration as a reduction of Acquired in-process research and development expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2026. The payment was reflected in operating activities within our Condensed Consolidated Statements of Cash Flows.

LEO Pharma

In January 2025, we entered into a strategic partnership with LEO Pharma A/S (“LEO Pharma”) to accelerate the development and commercialization of LEO Pharma’s small molecule oral signal transducer and activator of transcription 6 (“STAT6”) programs for the potential treatment of patients with inflammatory diseases. Gilead acquired global rights to develop, manufacture and commercialize the small molecule oral STAT6 program. LEO Pharma will have the option to potentially co-commercialize oral programs for dermatology outside the U.S. LEO Pharma will hold exclusive global rights to STAT6 topical formulations in dermatology. We made a $250 million upfront payment to LEO Pharma, which was charged to Acquired in-process research and development expenses on our Condensed Consolidated Statements of Operations during the nine months ended September 30, 2025. In addition, LEO Pharma is eligible to receive up to approximately $1.5 billion in additional milestone payments and may also receive tiered royalties on sales of oral STAT6 products.

7. INTANGIBLE ASSETS

The following table summarizes our Intangible assets, net:

(1) In May 2026, FDA granted accelerated approval of Hepcludex (bulevirtide) for treatment of adults living with chronic hepatitis delta virus infection. Accordingly, the related IPR&D intangible asset of $550 million was reclassified to finite-lived assets in the second quarter of 2026.

(2) During the second quarter of 2026, we recorded an impairment for the remaining $1.75 billion IPR&D intangible asset balance related to sacituzumab govitecan-hziy (“SG”) for NSCLC. See “2026 Impairment” below.

Impairment Assessments

We did not identify any indicators of impairment resulting in an adjustment to the carrying value of intangible assets during the three and nine months ended September 30, 2026 and 2025, except as described in “2026 Impairment” and “2025 Impairment” below.

2026 Impairment

In June 2026, we announced the discontinuation of our Phase 3 EVOKE-03 study of Trodelvy evaluating SG in combination with pembrolizumab in certain patients with previously untreated metastatic NSCLC. In consideration of this decision, and in connection with the preparation of the financial statements for the second quarter of 2026, we determined that no future cash flows were expected to be generated in relation to the NSCLC IPR&D intangible asset, and therefore, no value was attributed to the asset. As a result, we recognized an impairment charge of the remaining balance of $1.75 billion in In-process research and development impairments on our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026.

2025 Impairment

During the three months ended June 30, 2025, additional data became available indicating a more competitive market for bulevirtide where it was not yet approved. Based on our evaluation of the data, and in connection with the preparation of the financial statements for the second quarter of 2025, we performed an interim impairment test and determined that the revised estimated fair value of the bulevirtide IPR&D intangible asset was below its carrying value. As a result, we recognized a partial impairment charge of $190 million in In-process research and development impairments on our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2025.

To arrive at the revised estimated fair value as of June 30, 2025, we used a probability-weighted income approach that discounts expected future cash flows to present value, which requires the use of Level 3 fair value measurements and inputs, including critical estimated inputs, such as: revenues and operating profits related to the planned utilization of bulevirtide outside of the European Union (“EU”), which includes inputs such as addressable patient population, projected market share, treatment duration, and the life of the potential commercialized product; the probability of technical and regulatory success; the time and resources needed to complete the development and approval of bulevirtide outside of the EU; an appropriate discount rate based on the estimated weighted-average cost of capital for companies with profiles similar to our profile; and risks related to the viability of and potential alternative treatments in any future target markets. We used a discount rate of 8.25%, which is based on the estimated weighted-average cost of capital for companies with profiles similar to ours.

8. OTHER FINANCIAL INFORMATION

Accounts Receivable, Net

The following table summarizes our Accounts receivable, net:

(1) As of September 30, 2026, the majority of our Accounts receivable balance arises from product sales in the U.S. and Europe and approximately 65% relates to three wholesalers—Cardinal Health, Inc., Cencora, Inc. and McKesson Corporation—and their specialty distributor affiliates.

Inventories

The following table summarizes our Inventories:

(1) As of September 30, 2026, this amount primarily consists of raw materials and work in process.

As of September 30, 2026, we held approximately $654 million of pre-commercial Trodelvy inventory for which the manufacturing process has not yet been approved by FDA.

Property, Plant and Equipment, Net

The following table summarizes our Property, plant and equipment, net:

The following table summarizes Depreciation expense:

Accumulated Other Comprehensive Income

The following tables summarize the changes in Accumulated other comprehensive income by component, net of tax:

The following table summarizes the reclassifications out of Accumulated other comprehensive income and into Net income (loss), including the affected line items from our Condensed Consolidated Statements of Operations:

Restructuring

During the three and nine months ended September 30, 2026 and 2025, we incurred restructuring charges primarily related to severance costs resulting from reductions in our workforce and facility exit costs.

The following table summarizes the affected line items from our Condensed Consolidated Statements of Operations:

As of September 30, 2026, we had a remaining liability of $41 million on our Condensed Consolidated Balance Sheets associated with restructuring charges, a majority of which we anticipate will be paid in the next 12 months.

Other (Income) Expense, Net

The following table summarizes the components of Other (income) expense, net:

9. DEBT AND CREDIT FACILITIES

The following table summarizes the carrying amount of our borrowings under various financing arrangements:

Senior Unsecured Notes

In May 2026, we issued $3.0 billion aggregate principal amount of senior unsecured notes in a registered offering consisting of $500 million principal amount of 4.25% senior unsecured notes due May 2028, $1.0 billion principal amount of 4.40% senior unsecured notes due May 2029, $1.0 billion principal amount of 4.60% senior unsecured notes due May 2031 and $500 million principal amount of 4.90% senior unsecured notes due May 2034. These notes may be redeemed at our option at a redemption price equal to the greater of (i)100% of the principal amount of the notes to be redeemed and (ii) the sum, as determined by an independent investment banker, of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the Treasury Rate, plus a make-whole premium, which are defined in the terms of the notes. The May 2029, May 2031 and May 2034 senior unsecured notes also have a par call feature, exercisable at our option, to redeem the notes at par, in whole or in part, on dates ranging fromone totwo months prior to maturity. In each case, accrued and unpaid interest is payable to the redemption date. In the event of a change in control and a downgrade in the rating of our senior unsecured notes below investment grade by Moody’s Investors Service, Inc. and S&P Global Ratings, the holders may require us to repurchase all or a portion of their notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest to the date of repurchase.

In March 2026, we repaid $2.75 billion of principal balance related to our senior unsecured notes due March 2026.

We are required to comply with certain covenants under the indentures governing our senior unsecured notes. As of September 30, 2026, we were in compliance with all such covenants.

Term Loan Facility

In April 2026, we entered into a term loan facility credit agreement (the “Term Loan Facility”) with a group of institutional lenders to provide for aone-year senior unsecured term loan facility in an aggregate principal amount of $4.7 billion. Pursuant to the Term Loan Facility, we borrowed an aggregate principal amount of $1.1 billion during the second quarter of 2026, all of which remained outstanding as of September 30, 2026. During the second quarter of 2026, we also cancelled the remaining $3.6 billion of undrawn commitments under the Term Loan Facility.

The Term Loan Facility contains customary representations, warranties, affirmative and negative covenants and events of default. Borrowings under the Term Loan Facility bear interest at either (i) Term SOFR plus the Applicable Margin or (ii) Base Rate plus the Applicable Margin, each as defined in the Term Loan Facility. We may prepay or reduce the amount borrowed under the Term Loan Facility, in whole or in part, at any time without premium or penalty. As of September 30, 2026, we were in compliance with all covenants under the Term Loan Facility.

Revolving Credit Facility

As of September 30, 2026 and December 31, 2025, there wereno amounts outstanding under our $2.5 billion revolving credit facility maturing in June 2029, and we were in compliance with all covenants.

10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are a party to various legal actions. Certain significant matters are described below. We recognize accruals for such actions to the extent that we conclude that a loss is both probable and reasonably estimable. We accrue for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then we accrue the minimum amount in the range. If we determine that a material loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss. Unless otherwise noted, the outcome of these matters either is not expected to be material or is not possible to determine such that we cannot reasonably estimate the maximum potential exposure or the range of possible loss. As of September 30, 2026 and December 31, 2025, we didnot have any material accruals for the matters described herein.

Litigation with Generic Manufacturers

As part of the approval process for some of our products, FDA granted us a New Chemical Entity (“NCE”) exclusivity period during which other manufacturers’ applications for approval of generic versions of our products will not be approved. Generic manufacturers may challenge the patents protecting products that have been granted NCE exclusivity one year prior to the end of the NCE exclusivity period. Generic manufacturers have sought and may continue to seek FDA approval for a similar or identical drug through an abbreviated new drug application (“ANDA”), the application form typically used by manufacturers seeking approval of a generic drug. The sale of generic versions of our products prior to their patent expiration would have a significant negative effect on our revenues and results of operations. To seek approval for a generic version of a product having NCE status, a generic company may submit its ANDA to FDA four years after the branded product’s approval.

In January 2026, we received a letter from Cipla Ltd. (“Cipla”) indicating that it had submitted a new drug application under §505(b)(2) of the Federal Food, Drug, and Cosmetic Act (“505(b)(2) application”) for emtricitabine/tenofovir alafenamide tablets. The 505(b)(2) application references Descovy as the listed drug product. The 505(b)(2) application also includes a paragraph IV certification challengingtwo Orange Book patents for Descovy (the “Descovy 505(b)(2) litigation”). In February 2026, we filed a lawsuit against Cipla in the U.S. District Court for the District of Delaware. In June 2026, we received additional letters from Cipla indicating that it had submitted a 505(b)(2) application for emtricitabine/rilpivirine hydrochloride/tenofovir alafenamide fumarate tablets. This 505(b)(2) application references Odefsey as the listed drug product and includes a paragraph IV certification challengingtwo Orange Book patents for Odefsey. In August 2026, we filed another lawsuit against Cipla in the U.S. District Court for the District of Delaware, which was subsequently consolidated with the Descovy 505(b)(2) litigation. We intend to enforce and defend our intellectual property.

In July 2026, we received letters from Zydus Pharmaceuticals (USA) Inc. on behalf of Zydus Lifesciences Global FZE (“Zydus”) indicating that Zydus had submittedtwo 505(b)(2) applications, one for emtricitabine and tenofovir alafenamide tablets and one for tenofovir alafenamide tablets. The 505(b)(2) applications reference Descovy and Vemlidy as the listed drug products, respectively, and they include paragraph IV certifications challenging all of the Orange Book patents for Descovy and Vemlidy. In August 2026, we filed a lawsuit against Zydus in the U.S. District Court for the District of New Jersey. We intend to enforce and defend our intellectual property.

Antitrust and Consumer Protection

We, along with Bristol-Myers Squibb Company (“BMS”), Johnson & Johnson, Inc. (“Johnson & Johnson”) and Teva Pharmaceutical Industries Ltd. (“Teva”), have been named as defendants in class action lawsuits filed in 2019 and 2020 related to various drugs used to treat HIV, including drugs used in combination antiretroviral therapy. Plaintiffs allege that we (and the other defendants) engaged in various conduct to restrain competition in violation of federal and state antitrust laws and state consumer protection laws. The lawsuits, which have been consolidated, are pending in the U.S. District Court for the Northern District of California. The lawsuits seek to bring claims on behalf of direct purchasers consisting largely of wholesalers and indirect or end-payor purchasers, including health insurers and individual patients. Plaintiffs seek damages, permanent injunctive relief and other relief. In the second half of 2021 and first half of 2022, several plaintiffs consisting of retail pharmacies, individual health plans and United Healthcare, filed separate lawsuits effectively opting out of the class action cases, asserting claims that are substantively the same as the classes. These cases have been coordinated with the class actions. In March 2023, the District Court granted our motion to hold separate trials as to (i) the allegations against us and Teva seeking monetary damages relating to Truvada and Atripla (“Phase I”) and (ii) the allegations against us and, in part, Johnson & Johnson, seeking monetary damages and injunctive relief relating to Complera (“Phase II”). In May 2023, we settled claims with the direct purchaser class and the retailer opt-out plaintiffs for $525 million, which we paid in the second half of 2023. The settlement agreements are not an admission of liability or fault by us. In June 2023, the jury returned a complete verdict in Gilead’s favor on the remaining plaintiffs’ Phase I allegations. In November 2023, the court denied plaintiffs’ motion to set aside the verdict, and in February 2024, the court entered final judgment on the Phase I verdict and certain summary judgment rulings. In September 2024, plaintiffs filed their opening appellate briefs challenging the Phase I verdict and those summary judgment rulings. We filed our responsive briefs in January 2025. Plaintiffs filed their reply briefs in March 2025. Oral argument took place in October 2025. The court has stayed Phase II pending the appeal of Phase I. While we intend to vigorously oppose the appeal and defend against the Phase II claims, we cannot predict the ultimate outcome. If plaintiffs are successful in their appeal or Phase II claims, we could be required to pay monetary damages or could be subject to permanent injunctive relief in favor of plaintiffs.

In January 2022, we, along with BMS and Janssen Products, L.P., were named as defendants in a lawsuit filed in the Superior Court of the State of California, County of San Mateo, by Aetna, Inc. on behalf of itself and its affiliates and subsidiaries that effectively opts the Aetna plaintiffs out of the above class actions. The allegations are substantively the same as those in the class actions. The Aetna plaintiffs seek damages, permanent injunctive relief and other relief. In March 2024, the court denied our motion for judgment on the pleadings to preclude Aetna from re-litigating claims that were dismissed at summary judgment in the above class action cases. We filed a writ petition appealing the denial of our motion for judgment on the pleadings, which the appellate court denied in May 2024. In April 2024, the court granted our motion to bifurcate the case to adjudicate the issue of preclusion before litigating the merits of the case. In July 2024, Aetna filed a request to voluntarily dismisstwo of its claims with prejudice, which the court subsequently granted, leaving only the claims related to Truvada and Atripla. In September 2024, Aetna filed an amended complaint with respect to these claims. In October 2024, we filed a demurrer and motion to strike plaintiff’s claims. In April 2025, the court overruled the demurrer and stated in its order that an immediate appeal is warranted. In June 2025, we filed a writ petition to the Court of Appeal, which was denied in August 2025. Trial has been scheduled for January 2027.

We intend to vigorously defend ourselves in these actions, however, we cannot predict the ultimate outcome. If plaintiffs are successful in their claims, we could be required to pay significant monetary damages or could be subject to permanent injunctive relief awarded in favor of plaintiffs, which may result in a material, adverse effect on our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable.

Product Liability

We have been named as a defendant inone putative class action lawsuit and various product liability lawsuits related to Viread, Truvada, Atripla, Complera and Stribild. Plaintiffs allege that Viread, Truvada, Atripla, Complera and/or Stribild caused them to experience kidney, bone and/or tooth injuries. The lawsuits, which were filed in state or federal court in California and Missouri, included approximately 23,000 active plaintiffs seeking damages and other relief on various grounds for alleged personal injury and economic loss. The first bellwether trial in California state court was scheduled to begin in October 2022 but was stayed pending the conclusion of appellate proceedings in the California Supreme Court. In August 2026, the California Supreme Court ruled in Gilead’s favor, concluding that plaintiffs’ negligence claim could not proceed as a matter of law and directing the trial court to enter a new order granting summary judgment for Gilead on all causes of action. The Court of Appeal issued a writ of mandate to the trial court implementing that decision, and in October 2026, the trial court entered judgment in favor of Gilead and dismissed the California state cases with prejudice. In the California federal cases, Gilead agreed to make a one-time payment of approximately $39 million to a group of plaintiffs (approximately 2,470 plaintiffs). The federal court set a trial date of September 2027 for the first bellwether trial of the remaining cases. In the putative class action pending in Missouri, the district court issued an order in January 2026 denying, among other things, plaintiffs’ motion for class certification. The U.S. Court of Appeals for the Eighth Circuit then denied the plaintiffs’ request for interlocutory appellate review of the district court’s decision to deny class certification. We intend to vigorously defend ourselves in these actions, however, we cannot predict the ultimate outcome. If plaintiffs are successful in their claims, we could be required to pay significant monetary damages, which may result in a material, adverse effect on our results of operations and financial condition, including in a particular reporting period in which any such outcome becomes probable and estimable.

Qui Tam Litigation

A former sales employee filed a qui tam lawsuit against Gilead in March 2017 in U.S. District Court for the Eastern District of Pennsylvania. Following the government’s decision not to intervene in the suit, the case was unsealed in December 2020. The lawsuit alleges that certain of Gilead’s hepatitis C virus sales and marketing activities and donations to an independent charitable foundation violated the federal False Claims Act and various state false claims acts. The lawsuit seeks all available relief under these statutes. In September 2025, the court granted Gilead’s motion for summary judgment and dismissed the case. Relator has appealed the court’s ruling.

Health Choice Advocates, LLC (“Health Choice”) filed a qui tam lawsuit against Gilead in May 2020 in Texas state court. The lawsuit alleged that Gilead violated the Texas Medicare Fraud Prevention Act (“TMFPA”) through our clinical educator programs for Sovaldi and Harvoni and our HIV and hepatitis patient support programs. The lawsuit sought all available relief under the TMFPA. Health Choice voluntarily dismissed the case without prejudice in August 2023, and commenced a new action in October 2023, asserting largely identical allegations and claims. In the newly filed action, the Texas Attorney General has intervened as a plaintiff. In October 2026, Gilead entered into a settlement agreement to resolve the litigation. The settlement agreement is not an admission of liability or wrongdoing by Gilead.

Other Matters

We are a party to various legal actions that arose in the ordinary course of our business. We do not believe that it is probable or reasonably possible that these other legal actions will have a material adverse impact on our consolidated financial position, results of operations or cash flows.

11. EARNINGS (LOSS) PER SHARE

The following table shows the calculation of Basic and Diluted earnings (loss) per share:

Potential shares of common stock excluded from the computation of Diluted earnings (loss) per share because their effect would have been antidilutive were 1 million and 14 million for the three and nine months ended September 30, 2026, respectively, and 3 million and 5 million for the three and nine months ended September 30, 2025, respectively.

12. INCOME TAXES

The following table summarizes our Income tax expense:

Our effective income tax rate of 20.7% for the three months ended September 30, 2026 was generally consistent with the U.S. federal statutory rate of 21%.

Our effective income tax rate of (31.1)% for the nine months ended September 30, 2026 differed from the U.S. federal statutory rate of 21% primarily due to non-deductible acquired IPR&D expense in connection with our second quarter 2026 acquisitions of Arcellx, Tubulis, and Ouro Medicines.

Our effective income tax rate of 16.2% for the three months ended September 30, 2025 differed from the U.S. federal statutory rate of 21% primarily due to a settlement with a tax authority, favorable changes in the fair value of our equity securities that are non-taxable for income tax purposes and a remeasurement of certain deferred tax liabilities related to acquired intangible assets.

Our effective income tax rate of 18.0% for the nine months ended September 30, 2025 differed from the U.S. federal statutory rate of 21% primarily due to tax benefits from stock-based compensation, a settlement with a tax authority and a remeasurement of certain deferred tax liabilities related to acquired intangible assets.

13. SEGMENT INFORMATION

We haveone operating segment, which primarily focuses on the discovery, development and commercialization of innovative medicines in areas of unmet medical need. See Note 2. Revenues for disaggregation of our revenues by major products and by geography. Our Chief Executive Officer, as the chief operating decision-maker (“CODM”), uses Net income (loss) as the primary measure to evaluate performance, allocate resources to the operations of our company on an entity-wide basis and forecast future financial results. Managing and allocating resources on an entity-wide basis enables our CODM to assess the overall level of resources available and how to best deploy these resources across functions and research and development (“R&D”) projects based on unmet medical need, scientific data, probability of successful technical development and regulatory approval, market potential and other considerations, and, as necessary, reallocate resources among our internal R&D portfolio and external opportunities to best support the long-term growth of our business. Our CODM is regularly provided with entity-wide expense categories similar to those found on our Condensed Consolidated Statements of Operations, as well as the following:

Asset information is not regularly provided to the CODM for assessing performance and allocating resources other than consolidated cash, cash equivalents and marketable debt securities, which can be found on our Condensed Consolidated Balance Sheets.