Published
## Filings that contain financial statements Gilead is a domestic filer whose primary quarterly financial statements are furnished in its 10-Qs, but each quarterly earnings 8-K also furnishes a complete condensed income statement and balance sheet (unaudited) in its Exhibit 99.1 press release. These are useful primary sources for the periods below: - **8-K filed 2026-08-04, accession 0000882095-26-000028** — Exhibit 99.1 press release furnishes condensed consolidated statements of operations and balance sheets for the quarter and six months ended June 30, 2026 (with June 30, 2025 comparatives). - **8-K filed 2026-05-07, accession 0000882095-26-000022** — Exhibit 99.1 furnishes condensed consolidated statements of operations and balance sheets for the quarter ended March 31, 2026 (with March 31, 2025 comparatives). - **8-K filed 2026-02-10, accession 0000882095-26-000003** — Exhibit 99.1 furnishes condensed consolidated statements of operations and balance sheets for the quarter and full year ended December 31, 2025 (with 2024 comparatives). - **8-K filed 2025-10-30, accession 0000882095-25-000044** — Exhibit 99.1 furnishes condensed consolidated statements of operations and balance sheets for the quarter ended September 30, 2025 (with 2024 comparatives). - **8-K filed 2025-08-07, accession 0000882095-25-000030** — Exhibit 99.1 furnishes condensed consolidated statements of operations and balance sheets for the quarter ended June 30, 2025 (with 2024 comparatives). - **8-K filed 2025-04-24, accession 0000882095-25-000009** — Exhibit 99.1 furnishes condensed consolidated statements of operations and balance sheets for the quarter ended March 31, 2025 (with 2024 comparatives). ## Earnings and guidance - **August 4, 2026 (accession 0000882095-26-000028)** — Second quarter 2026 results: total revenue up 10% year-over-year to $7.8 billion; product sales excluding Veklury up 10% to $7.6 billion; Biktarvy sales up 7% to $3.8 billion. GAAP diluted loss per share was $(8.45) and non-GAAP diluted loss per share was $(6.75), driven by $11.2 billion of acquired IPR&D expense tied to the Arcellx, Tubulis and Ouro Medicines acquisitions (approximately $9.08 per share impact) plus a $1.75 billion IPR&D impairment related to assets acquired from Immunomedics. Cash, equivalents and marketable debt securities fell to $3.2 billion from $10.6 billion at year-end 2025, reflecting $11.3 billion of year-to-date acquisition outflows, $2.8 billion of debt repayment, $2.1 billion of dividends and $774 million of buybacks, partly offset by $4.1 billion of net debt-financing proceeds and $6.1 billion of operating cash flow. Full-year 2026 guidance was raised for product sales (to $30.1–$30.4 billion) and product sales excluding Veklury (to $29.8–$30.1 billion); full-year GAAP diluted loss-per-share guidance deepened to $(3.75)–$(3.40) from $(3.25)–$(2.85) as the excluded "Acquisition-related, IPR&D impairment, restructuring and other expenses" line rose to approximately $5,150 million from approximately $3,400 million, reflecting that impairment, taken on the discontinued EVOKE-03 study, while full-year non-GAAP diluted loss-per-share guidance narrowed to $(0.65)–$(0.30) from $(1.05)–$(0.65) on the stronger base business. The board declared a quarterly dividend of $0.82 per share, payable September 29, 2026. - **May 7, 2026 (accession 0000882095-26-000022)** — First quarter 2026 results: total revenue up 4% to $7.0 billion; product sales excluding Veklury up 8% to $6.8 billion; Biktarvy sales up 7% to $3.4 billion, aided by the launch of Yeztugo. GAAP diluted EPS was $1.61 versus $1.04 a year earlier; non-GAAP diluted EPS was $2.03 versus $1.81. Cash and marketable debt securities were $8.6 billion, down from $10.6 billion at year-end, after $2.8 billion of debt repayment and $1.0 billion of dividends. Full-year 2026 revenue guidance was raised (product sales to $30.0–$30.4 billion), while full-year diluted EPS guidance was cut sharply — to $(3.25)–$(2.85) GAAP and $(1.05)–$(0.65) non-GAAP, from $6.75–$7.15 and $8.45–$8.85 previously — to reflect approximately $11.5 billion of anticipated acquired-IPR&D charges from the pending Arcellx, Ouro Medicines and Tubulis transactions. - **February 10, 2026 (accession 0000882095-26-000003)** — Fourth quarter and full-year 2025 results: full-year 2025 total revenue up 2% to $29.4 billion; full-year product sales excluding Veklury up 4% to $28.0 billion; Biktarvy full-year sales up 7% to $14.3 billion. Full-year 2025 GAAP diluted EPS was $6.78 (versus $0.38 in 2024) and non-GAAP diluted EPS was $8.15 (versus $4.62). Fourth-quarter revenue was $7.9 billion, up 5%. Cash and marketable debt securities were $10.6 billion at year-end 2025. Initial full-year 2026 guidance called for product sales of $29.6–$30.0 billion and GAAP diluted EPS of $6.75–$7.15 (non-GAAP $8.45–$8.85) — guidance issued before the Arcellx, Ouro Medicines and Tubulis acquisitions were announced. - **October 30, 2025 (accession 0000882095-25-000044)** — Third quarter 2025 results: total revenue up 3% to $7.8 billion, including roughly $400 million of one-time royalty/contract revenue tied to a prior sale of intellectual property; product sales excluding Veklury up 4% to $7.1 billion; Biktarvy sales up 6% to $3.7 billion. GAAP diluted EPS was $2.43 versus $1.00 a year earlier, non-GAAP diluted EPS was $2.47 versus $2.02, aided by the non-recurrence of a $1.75 billion prior-year IPR&D impairment. - **August 7, 2025 (accession 0000882095-25-000030)** — Second quarter 2025 results: total revenue up 2% to $7.1 billion; product sales excluding Veklury up 4% to $6.9 billion; Biktarvy sales up 9% to $3.5 billion. GAAP diluted EPS was $1.56 versus $1.29 a year earlier, including a $190 million pre-tax IPR&D impairment tied to assets from the MYR GmbH acquisition; non-GAAP diluted EPS was flat at $2.01. The company raised full-year 2025 revenue and earnings guidance at the time. FDA approved Yeztugo (lenacapavir), the first twice-yearly HIV prevention option, during the quarter. - **April 24, 2025 (accession 0000882095-25-000009)** — First quarter 2025 results: total revenue was flat at $6.7 billion; product sales excluding Veklury up 4% to $6.3 billion; Biktarvy sales up 7% to $3.1 billion. GAAP diluted EPS was $1.04 versus a $(3.34) loss a year earlier, reflecting the non-recurrence of prior-year charges including a $3.9 billion acquired-IPR&D expense tied to the CymaBay Therapeutics acquisition and a $2.4 billion IPR&D impairment tied to assets acquired from Immunomedics. Non-GAAP diluted EPS was $1.81 versus a $(1.32) loss. ## Mergers and acquisitions - **Arcellx acquisition — signed February 22, 2026, closed April 28, 2026.** Gilead entered into an Agreement and Plan of Merger to acquire Arcellx, Inc. via tender offer for $115.00 per share in cash plus one non-tradable contingent value right worth $5.00 per share, payable if cumulative worldwide sales of Arcellx's anitocabtagene autoleucel (anito-cel) exceed $6.0 billion by December 31, 2029 (8-K filed 2026-02-23, accession 0001104659-26-018314; merger agreement filed as Exhibit 2.1). Gilead also disclosed, in the same filing, that the FDA had accepted the Biologics License Application for anito-cel. The tender offer closed April 27, 2026 with roughly 77.2% of Arcellx shares tendered, and the merger closed April 28, 2026; Gilead reported the aggregate consideration paid to consummate the offer and merger, including payments for options and restricted stock units, was approximately $7.1 billion (8-K filed 2026-04-28, accession 0001104659-26-049874). - **Tubulis GmbH acquisition — definitive agreement announced May 7, 2026, closed May 2026.** Gilead announced a definitive agreement to acquire Tubulis, a private clinical-stage antibody-drug conjugate (ADC) developer whose lead asset, TUB-040, is in Phase 1b/2 development for platinum-resistant ovarian cancer and non-small cell lung cancer. Per the second-quarter 2026 10-Q (accession 0000882095-26-000031, Note 6), Gilead "closed an agreement to acquire Tubulis GmbH ... for approximately $3.2 billion in cash consideration, net of cash acquired" in May 2026; the second-quarter 2026 earnings release (accession 0000882095-26-000028) had disclosed the deal at a $3.15 billion upfront figure. - **Ouro Medicines, LLC acquisition — definitive agreement announced May 7, 2026, closed June 2026.** Gilead announced a definitive agreement to acquire Ouro, a private clinical-stage biotechnology company developing T-cell engager therapies for autoimmune disease, adding lead asset OM336 (gamgertamig), a BCMAxCD3 T-cell engager. At announcement (accession 0000882095-26-000022), Gilead described a framework agreement with Galapagos NV to equally split a $1.675 billion upfront payment and up to $500 million in milestone payments. Per the second-quarter 2026 10-Q (accession 0000882095-26-000031, Note 6), Gilead "closed an agreement to acquire Ouro Medicines ... for aggregate consideration of approximately $1.9 billion" in June 2026, comprised of approximately $1.6 billion in cash consideration net of cash acquired plus the fair value (approximately $277 million) of contingent consideration of up to $500 million. The acquisition was completed in collaboration with Lakefront Biotherapeutics NV (formerly Galapagos NV), which paid Gilead a non-refundable $860 million for its 50% share of the upfront consideration, leaving Gilead a net acquired-IPR&D charge of approximately $1.0 billion on the deal. Together, the Arcellx, Tubulis and Ouro Medicines acquisitions drove approximately $11.1 billion of the $11.2 billion of acquired-IPR&D expense Gilead recognized in the second quarter of 2026 ($7.0 billion Arcellx + $3.1 billion Tubulis + $1.0 billion Ouro Medicines, net of Lakefront's $860 million offset; accession 0000882095-26-000031, Note 6/MD&A), the primary driver of Gilead's shift to a GAAP and non-GAAP diluted loss per share for the year. The $11.5 billion figure cited in the May 7, 2026 earnings release was an anticipated charge that this recognized amount has since superseded. ## Capital actions - **Senior notes offering — May 14–20, 2026 (accession 0001104659-26-064518).** Gilead priced and issued four tranches of senior unsecured notes: $500 million of 4.250% notes due 2028, $1.0 billion of 4.400% notes due 2029, $1.0 billion of 4.600% notes due 2031 and $500 million of 4.900% notes due 2034 ($3.0 billion aggregate), under its existing shelf registration. Proceeds were designated for general corporate purposes, including funding for acquisitions. The offering closed May 20, 2026 via an Eleventh Supplemental Indenture to Gilead's 2011 base indenture. - **Biktarvy patent litigation settlement — October 6, 2025 (accession 0000882095-25-000041).** Gilead settled patent litigation with generic manufacturers Lupin Ltd., Cipla Ltd. and Laurus Labs Ltd. over Biktarvy (bictegravir/emtricitabine/tenofovir alafenamide). Under the settlement agreements, no generic entry is expected in the United States before April 1, 2036, subject to standard acceleration provisions. - **Bylaws amendment — July 30, 2025 (accession 0000882095-25-000022).** The board approved amended and restated bylaws, primarily updating director-nomination and stockholder-proposal procedures (including universal proxy compliance) and other administrative and Delaware law conformance changes. ## Management and governance - **General Counsel departure — announced November 19, 2025 (accession 0001104659-25-113968).** Deborah H. Telman ceased serving as Executive Vice President, Corporate Affairs and General Counsel effective December 5, 2025, with her employment ending later that month. - **New principal accounting officer — announced August 14, 2025 (accession 0000882095-25-000035).** The board appointed Erin Burkhart, previously Group Vice President and Chief Accounting Officer of BioMarin Pharmaceutical, as Senior Vice President, Controllership and principal accounting officer, effective September 22, 2025, succeeding interim Controller Diane E. Wilfong. - **2026 annual meeting results — April 30, 2026 (accession 0000882095-26-000008).** Stockholders re-elected all nine director nominees, ratified Ernst & Young LLP as auditor for fiscal 2026, approved (advisory) executive compensation, and approved an amended and restated 2022 Equity Incentive Plan. Stockholder proposals for an independent board chair policy, a report on patent-exclusivity impacts on patient access, and a report on ESG/DEI compensation-metric risks were all voted down. - **2025 annual meeting results — May 7, 2025 (accession 0000882095-25-000015).** Stockholders re-elected all nine director nominees, ratified Ernst & Young LLP as auditor for fiscal 2025, and approved (advisory) executive compensation. Stockholder proposals on CEO pay-ratio-linked compensation, an independent board chair policy, a human rights due diligence policy, and a DEI-contractor risk report were all voted down. ## Notes No material 8-K activity was identified after the August 4, 2026 second-quarter earnings release through the date of this brief.