News & Events

Results of Operations and Financial Condition. On May 7, 2026 , Gilead Sciences, Inc., a Delaware corporation (“Gilead”), announced its financial results for the quarter ended March 31, 2026. A copy of the press release is filed as Exhibit 99.1 to this report. Gilead has presented certain financial information in accordance with U.S. generally accepted accounting principles (“GAAP”) and also on a non-GAAP basis. Management believes this non-GAAP information is useful for investors, when consi…

Other Events. As previously disclosed, on February 22, 2026, Gilead entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), among Parent, the Company and Ravens Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Purchaser ”). In accordance with the terms of the Merger Agreement, on April 28, 2026, Gilead completed the acquisition of the Company. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on March 6, 20…

Regulation FD Disclosure. On April 28, 2026, Gilead Sciences, Inc., a Delaware corporation (“ Parent ” or “ Gilead ”), issued a press release announcing the completion of the acquisition of the Arcellx, Inc., a Delaware corporation (the “ Company ”), a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. The information in

of this Current Report on Form 8-K, including the information incorporated by reference from Exhibit 99.1 hereto this report, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements related to Gilead, Arcellx and the acquisition of Arcellx by Gilead that are subject to risks, uncertainties and other factors. All statements other than statem…

Entry into a Material Definitive Agreement Agreement and Plan of Merger On February 22, 2026, Gilead Sciences, Inc., a Delaware corporation (“ Parent ” or “ Gilead ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), among Parent, Arcellx, Inc., a Delaware corporation (the “ Company ”), and Ravens Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Purchaser ”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions…

Results of Operations and Financial Condition. On February 10, 2026 , Gilead Sciences, Inc., a Delaware corporation (“Gilead”), announced its financial results for the quarter and year ended December 31, 2025. A copy of the press release is filed as Exhibit 99.1 to this report. Gilead has presented certain financial information in accordance with U.S. generally accepted accounting principles (“GAAP”) and also on a non-GAAP basis. Management believes this non-GAAP information is useful for inv…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 19 , 2025, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Deborah H. Telman will no longer serve as Executive Vice President, Corporate Affairs and General Counsel of the Company as of December 5, 2025. Ms. Telman’s employment with the Company will terminate later in the month. SIGNATURES Pursuant to the r…

Regulation FD Disclosure. On October 6, 2025, Gilead Sciences, Inc., a Delaware corporation (“Gilead”), announced that it has entered into settlement agreements (“Agreements”) to resolve the patent litigations with Lupin Ltd., Cipla Ltd. and Laurus Labs Ltd., generic manufacturers that filed abbreviated new drug applications with the U.S. Food and Drug Administration to market generic versions of Biktarvy ® . Under the Agreements, which are subject to standard acceleration provisions, no gene…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 10, 2025, the Board of Directors of Gilead Sciences, Inc., a Delaware corporation (the “Company”), appointed Erin Burkhart as Senior Vice President, Controllership and principal accounting officer of the Company, effective as of September 22, 2025 (the “Transition Date”). Ms. Burkhart, age 46, has served as Group Vice President and Chief…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 12, 2025, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Sandra Patterson, the Company’s Senior Vice President, Corporate Controller and Chief Accounting Officer and the Company’s principal accounting officer, has decided to leave the Company. The Company’s Board of Directors has appointed Diane E. Wilfong as…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 10, 2024, Kevin E. Lofton notified the Board of Directors (the “Board”) of Gilead Sciences, Inc., a Delaware corporation (the “Company”), of his decision to retire from the Board, effective as of the conclusion of his term at the Company’s next annual meeting of stockholders to be held on May 8, 2024. Mr. Lofton’s decision to retire was not…

Regulation FD Disclosure. On September 12, 2022, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that it has entered into agreements (the “Agreements”) with Lupin Ltd., Apotex Inc., Macleods Pharma Ltd., Hetero Labs Ltd., and Cipla Ltd. (collectively, the “Generic Manufacturers”) to resolve the litigation and patent challenges associated with Descovy®, Vemlidy®, and Odefsey® in the U.S. District Court for the District of Delaware. The Agreements grant the Generic Manu…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 28, 2022, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Diane Wilfong plans to step down from her positions as the Company’s Senior Vice President, Corporate Controller and Chief Accounting Officer effective March 1, 2023, at which time she will cease to serve as the Company’s principal accounting officer. Th…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Compensatory Arrangements of Certain Officers In connection with the previously announced plans for Brett A. Pletcher to retire as the Company’s Executive Vice President, Corporate Affairs and General Counsel, the Compensation and Talent Committee of the Board of Directors of Gilead Sciences, Inc., a Delaware corporation (the “Company”), on May…

of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements wi…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Departure of Certain Officers On January 6, 2022, Gilead Sciences, Inc., a Delaware corporation (the “Company”), announced that Brett A. Pletcher plans to retire from his position as the Company’s Executive Vice President, Corporate Affairs, General Counsel and Corporate Secretary. No formal date has been established for Mr. Pletcher’s retireme…