GILEAD SCIENCES, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

GILEAD SCIENCES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

OUR CORPORATE STRATEGY

Letter from Our Chairman and Chief Executive Officer

Dear Stockholders,

Thank you for investing in Gilead at one of the most exciting moments in our company’s history. Following the investments we have made in recent years – and the results they are driving – we are in an exceptionally strong position to deliver on our mission in 2025 and beyond.

As you know, our transformation has focused on driving innovation in three therapeutic areas: virology, oncology and inflammation. I am pleased to share that all three are set to drive long-term growth for our business and deliver impact for patients and communities worldwide.

One of our most exciting breakthroughs on the horizon is the world’s first twice-yearly injection for HIV prevention, lenacapavir. Named the 2024 Breakthrough of the Year by Science Magazine, lenacapavir has shown unprecedented efficacy in clinical trials and is poised to transform the global fight against HIV if approved by the FDA this summer. In addition to lenacapavir, our once-daily HIV prevention tablet Biktarvy® continues to command the majority of market share in the United States. With up to nine upcoming HIV launches and no patent expirations until 2033, we are positioned to extend our global leadership in HIV through the 2030s and beyond.

In oncology, our portfolio is broad and innovative, with 29 clinical and 28 preclinical programs. We anticipate the launch of anito-cel, a potential best-in-class cell therapy, in multiple myeloma in 2026. Kite’s exceptional manufacturing capabilities and industry-leading turnaround time put us in a strong position to address the significant unmet need for patients with this type of blood cancer. In addition, Trodelvy remains the only approved Trop-2 antibody drug conjugate to demonstrate overall survival benefit in two types of breast cancer, and we have six ongoing Phase 3 trials with the medication. All told, our oncology therapies have already reached more than 80,000 people through 2024, and we believe this is only the beginning.

Our portfolio of therapies for inflammatory diseases is also promising and growing. In 2024, we launched Livdelzi®, a transformative treatment for primary biliary cholangitis (PBC), a rare liver disease that primarily affects women. Initial demand in the U.S. exceeded our expectations, and we look forward to reaching more patients this year. On the pipeline side, we recently entered into a strategic partnership with LEO Pharma to accelerate the development and commercialization of an oral STAT6 program for the potential treatment of patients with inflammatory diseases.

Importantly, all these advancements across our portfolio have occurred alongside major improvements in our operational efficiency. We are doubling down on the business areas that will drive our growth in both the near- and long-term, while significantly reducing costs in other areas. We have strong conviction in our ability to simultaneously drive revenue growth and cost savings, which we believe will continue to drive compelling value for our stockholders.

Finally, I would like to acknowledge the invaluable contributions of our highly experienced and dedicated Board of Directors. Their collective expertise, strategic vision and commitment to Gilead’s long-term success are instrumental in driving our growth and opportunities for value creation. In 2024, our Board evolved further as we welcomed Ted Love, M.D., as our newest director, and appointed Anthony Welters as Lead Independent Director.

As we look to the promising future ahead, and on behalf of the entire Board of Directors and everyone at Gilead, thank you for your support as we work to create a healthier world for all people.

Sincerely,

Daniel O’Day

Chairman and Chief Executive Officer

Letter from Our Lead Independent Director

Dear Stockholders,

Gilead is a company that boldly takes on some of the world’s most devastating diseases, including HIV and cancer. We are committed to improving the lives of patients around the world by investing in world-class science. We aim to go beyond the medicine, addressing health inequities and breaking down societal barriers to care.

I have been a member of Gilead’s Board of Directors since 2020, and as a result of our thoughtful succession planning processes last year, the Board elected me to serve as the company’s new Lead Independent Director. On behalf of the Board, we are grateful for the leadership of our former Lead Independent Director, Kevin E. Lofton, who retired in 2024. In my first year in the role, I have reiterated my commitment to representing stockholder interests and maintaining ongoing and productive dialogue with stockholders. I am also continuing to work closely with Chairman and Chief Executive Officer Daniel O’Day and the full management team on the strategic direction and oversight of the company. Together, we facilitate the Board’s input into major business and organizational initiatives, budgetary considerations, capital allocation priorities and corporate development opportunities.

As we approach our Annual Meeting, I would like to highlight how both the Board and management team continue to champion your interests. We finished 2024 at a strong vantage point, with growing portfolio diversity and revenue drivers as well as significantly improved operational efficiencies. We believe we have unrivaled performance and opportunities in HIV, which position us to extend our leadership for years to come. We are also inspired by the growing momentum in oncology and inflammation. We believe Gilead is well-positioned to increase both total revenues and net income, leading to continuing stockholder returns in 2025.

In an effort to help our medicines reach the people who need them most, Gilead is committed to breaking down barriers to care in communities worldwide. To that end, we took an important step forward in 2024 by establishing a strategy to provide access to lenacapavir for prevention, when approved, through voluntary licensing agreements and global partnerships to more than 120 primarily low- and lower-middle income countries. In addition, we extended our RADIAN® partnership with the Elton John AIDS Foundation with a $25 million investment to help meet the needs of vulnerable populations in Eastern Europe and Central Asia where the HIV epidemic is growing.

I encourage you to read our 2024 Responsible Business and Impact Report, which will be published on Gilead’s website in April 2025 and includes more information on our progress across the company.

On behalf of all of us on the Board, thank you for your investment and continued support of Gilead. Together, we are in the fortunate position to deliver value to stockholders while building a healthier world.

Sincerely,

Anthony Welters

Lead Independent Director

2