A Dark Vector Cognition product

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

99K characters. Original on sec.gov · Markdown

Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GILEAD SCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in millions, except per share amounts)March 31, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$7,628$7,564
Short-term marketable debt securities1568
Accounts receivable, net4,7414,913
Inventories1,9141,774
Prepaid and other current assets4,3424,024
Total current assets18,64118,342
Property, plant and equipment, net5,6385,606
Long-term marketable debt securities9832,974
Intangible assets, net16,38216,978
Goodwill8,3148,314
Deferred tax assets1,7671,964
Other long-term assets4,5544,845
Total assets$56,278$59,023
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$645$715
Accrued rebates4,1184,337
Current portion of long-term debt, net1,3132,807
Other current liabilities3,3993,953
Total current liabilities9,47611,813
Long-term debt, net20,86122,129
Long-term income taxes payable918896
Deferred tax liabilities392402
Other long-term liabilities1,2001,165
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, par value $0.001 per share; 5 shares authorized; none outstanding——
Common stock, par value $0.001 per share; 5,600 shares authorized; 1,242 and 1,241 shares issued and outstanding, respectively11
Additional paid-in capital9,3058,932
Accumulated other comprehensive income7839
Retained earnings14,13113,730
Total Gilead stockholders’ equity23,51522,703
Noncontrolling interest(84)(84)
Total stockholders’ equity23,43122,618
Total liabilities and stockholders’ equity$56,278$59,023

See accompanying notes.

GILEAD SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

Three Months Ended
March 31,
(in millions, except per share amounts)20262025
Revenues:
Product sales$6,946$6,613
Royalty, contract and other revenues1454
Total revenues6,9606,667
Costs and expenses:
Cost of goods sold1,4451,540
Research and development expenses1,3721,379
Acquired in-process research and development expenses107253
Selling, general and administrative expenses1,4511,258
Total costs and expenses4,3744,430
Operating income2,5862,237
Interest expense240260
Other (income) expense, net(235)328
Income before income taxes2,5801,649
Income tax expense559334
Net income$2,021$1,315
Basic earnings per share$1.63$1.06
Diluted earnings per share$1.61$1.04
Shares used in basic earnings per share calculation1,2421,246
Shares used in diluted earnings per share calculation1,2541,259

See accompanying notes.

GILEAD SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

Three Months Ended
March 31,
(in millions)20262025
Net income$2,021$1,315
Other comprehensive income (loss), net of reclassifications and taxes:
Net (loss) gain on foreign currency translation(10)18
Net loss on available-for-sale debt securities(12)—
Net gain (loss) on cash flow hedges61(58)
Other comprehensive income (loss), net39(40)
Comprehensive income, net$2,060$1,275

See accompanying notes.

GILEAD SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

Three Months Ended March 31, 2026
(in millions, except per share amounts)Gilead Stockholders' EquityNoncontrolling InterestTotal Stockholders' Equity
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive IncomeRetained Earnings
SharesAmount
Balance as of December 31, 20251,241$1$8,932$39$13,730$(84)$22,618
Net income————2,021—2,021
Other comprehensive income, net———39——39
Issuances under employee stock purchase plan1—86———86
Issuances under equity incentive plans5—81———81
Stock-based compensation——218———218
Repurchases of common stock under repurchase programs ($136.54 average price per share)(3)—(13)—(406)—(419)
Repurchases of common stock for employee tax withholding under equity incentive plans and other(1)———(179)—(179)
Dividends declared ($0.82 per share)————(1,035)—(1,035)
Balance as of March 31, 20261,242$1$9,305$78$14,131$(84)$23,431
Three Months Ended March 31, 2025
(in millions, except per share amounts)Gilead Stockholders' EquityNoncontrolling InterestTotal Stockholders' Equity
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive IncomeRetained Earnings
SharesAmount
Balance as of December 31, 20241,246$1$7,700$132$11,497$(84)$19,246
Net income————1,315—1,315
Other comprehensive loss, net———(40)——(40)
Issuances under employee stock purchase plan1—82———82
Issuances under equity incentive plans7—175———175
Stock-based compensation——211———211
Repurchases of common stock under repurchase programs ($102.46 average price per share)(7)—(29)—(701)—(730)
Repurchases of common stock for employee tax withholding under equity incentive plans and other(2)———(176)—(176)
Dividends declared ($0.79 per share)————(1,004)—(1,004)
Balance as of March 31, 20251,245$1$8,138$92$10,931$(84)$19,078

See accompanying notes.

GILEAD SCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

Three Months Ended
March 31,
(in millions)20262025
Operating Activities:
Net income$2,021$1,315
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation expense9397
Amortization expense596599
Stock-based compensation expense218209
Deferred income taxes179(199)
Net (gain) loss from equity securities(142)426
Acquired in-process research and development expenses107253
Other, net18391
Changes in operating assets and liabilities:
Accounts receivable, net13479
Inventories(52)(223)
Prepaid expenses and other512
Accounts payable(67)(105)
Income tax assets and liabilities, net(29)(552)
Accrued and other liabilities(702)(244)
Net cash provided by operating activities2,5441,757
Investing Activities:
Purchases of marketable debt securities(525)—
Proceeds from sales of marketable debt securities2,520—
Proceeds from maturities of marketable debt securities36—
Acquisitions, including in-process research and development, net of cash acquired(109)(273)
Purchases of equity securities(19)(16)
Purchases of property, plant and equipment(117)(104)
Other investing activities, net(17)(23)
Net cash provided by (used in) investing activities1,770(415)
Financing Activities:
Proceeds from issuances of common stock166252
Repurchases of common stock under repurchase programs(419)(730)
Repayments of debt and other obligations(2,766)(1,762)
Payments of dividends(1,040)(1,010)
Other financing activities, net(179)(176)
Net cash used in financing activities(4,239)(3,426)
Effect of exchange rate changes on cash and cash equivalents(11)19
Net change in cash and cash equivalents65(2,065)
Cash and cash equivalents at beginning of period7,5649,991
Cash and cash equivalents at end of period$7,628$7,926

See accompanying notes.

GILEAD SCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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:

Three Months Ended March 31, 2026Three Months Ended March 31, 2025
(in millions)U.S.EuropeRest of WorldTotalU.S.EuropeRest of WorldTotal
Product sales:
HIV
Biktarvy$2,573$437$352$3,361$2,474$375$301$3,150
Descovy76123238075382127586
Genvoya21533162643054019364
Odefsey1535992212155710281
Symtuza - Revenue share(1)10728313882293114
Yeztugo158—7166————
Other HIV(2)362797350311091
Total HIV4,0046074195,0303,6645533704,587
Liver Disease
Livdelzi11518—13340——40
Sofosbuvir/Velpatasvir(3)14160822831668099346
Vemlidy911313223710012140252
Other Liver Disease(4)157821114287617121
Total Liver Disease362170235767335168256758
Veklury11214181441992282302
Oncology
Cell Therapy
Tecartus30378754031878
Yescarta1201466733216014977386
Total Cell Therapy1501837440720018084464
Trodelvy25395544021817537293
Total Oncology403278129810381255121757
Other
AmBisome7597213856766139
Other(5)39811584791470
Total Other466783196527681209
Total product sales4,9261,1378836,9464,6311,0739096,613
Royalty, contract and other revenues—86143711654
Total revenues$4,926$1,144$889$6,960$4,668$1,084$915$6,667

(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, 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, Hepsera, 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:

Three Months Ended
March 31,
(in millions)20262025
Revenue share with Janssen Ireland and royalties for licenses of intellectual property$152$157
Changes in estimates$232$214

Contract Balances

The following table summarizes our contract balances:

(in millions)March 31, 2026December 31, 2025
Contract assets$589$629
Contract liabilities(1)$47$48

(1) 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:

March 31, 2026December 31, 2025
(in millions)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Available-for-sale debt securities:
U.S. treasury securities$298$—$—$298$1,224$—$—$1,224
U.S. government agencies securities—————15—15
Corporate debt securities—555—555—1,398—1,398
Residential mortgage and asset-backed securities—144—144—407—407
Equity securities:
Money market funds5,966——5,9666,150——6,150
Publicly traded equity securities2,147——2,1471,961——1,961
Deferred compensation plan405——405406——406
Foreign currency derivative contracts—73—73—56—56
Total$8,817$772$—$9,589$9,741$1,875$—$11,616
Liabilities:
Contingent consideration liability$—$—$275$275$—$—$278$278
Deferred compensation plan405——405406——406
Foreign currency derivative contracts—30—30—72—72
Total$405$30$275$710$406$72$278$757

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

Contingent Consideration Liability

In connection with our first quarter 2021 acquisition of MYR GmbH, we are subject to a potential contingent consideration payment of up to €300 million, subject to customary adjustments, which is revalued each reporting period using probability-weighted scenarios for U.S. Food and Drug Administration (“FDA”) approval of bulevirtide until the related contingency is resolved.

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

Three Months Ended
March 31,
(in millions)20262025
Beginning balance$278$206
Changes in valuation assumptions(1)32
Effect of foreign exchange remeasurement(2)(6)7
Ending balance(3)$275$216

(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 March 31, 2026 and December 31, 2025.

Fair Value Level Transfers

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

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:

(in millions)March 31, 2026December 31, 2025
Fair value$19,178$22,342
Carrying value$21,080$23,827

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 $0.8 billion as of March 31, 2026 and December 31, 2025, and the carrying value was $1.1 billion as of March 31, 2026 and December 31, 2025.

4. INVESTMENTS

Available-for-Sale Debt Securities

The following table summarizes our available-for-sale debt securities:

March 31, 2026December 31, 2025
(in millions)Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
U.S. treasury securities$300$—$(1)$298$1,222$3$—$1,224
U.S. government agencies securities————15——15
Corporate debt securities557—(2)5551,3927—1,398
Residential mortgage and asset-backed securities144——1444052—407
Total$1,000$1$(4)$997$3,033$11$(1)$3,044

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 $669 million and $724 million that have been in a continuous unrealized loss position for less than 12 months as of March 31, 2026 and December 31, 2025, respectively. No allowance for credit losses was recognized for investments with unrealized losses as of March 31, 2026 as the unrealized losses were primarily driven by broader change in interest rates with no adverse conditions identified that would prevent the issuer from making scheduled principal and interest payments. In April 2026, we sold all remaining securities.

The following table summarizes the classification of our available-for-sale debt securities on our Condensed Consolidated Balance Sheets:

(in millions)March 31, 2026
Short-term marketable debt securities$15
Long-term marketable debt securities983
Total$997

The following table summarizes our available-for-sale debt securities by contractual maturity:

March 31, 2026
(in millions)Amortized CostFair Value
Within one year$15$15
After one year through five years982979
After five years through ten years44
Total$1,000$997

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:

(in millions)March 31, 2026December 31, 2025
Equity securities measured at fair value:
Cash and cash equivalents:
Money market funds$5,966$6,150
Prepaid and other current assets:
Equity method investment in Galapagos NV (“Galapagos”) – fair value option504551
Equity method investment in Arcus Biosciences, Inc. – fair value option679749
Other equity method investments – fair value option(1)155183
Other836499
Other long-term assets379386
Equity method investments and other equity securities without readily determinable fair values:
Other long-term assets(2)308393
Total$8,827$8,909

(1) Mostly comprised of our equity interest in Assembly Biosciences, Inc. (“Assembly”), which was approximately 29% of outstanding Assembly stock at the time of our latest purchase of shares.

(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:

Three Months Ended
March 31,
(in millions)20262025
Unrealized loss, net, related to fair value option investments$146$276
Unrealized (gain) loss, net, related to all other equity investments(277)160
Total unrealized (gain) loss, net$(131)$436

Related Party Transaction

During the three months ended March 31, 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 March 31, 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:

March 31, 2026
(in millions)Prepaid and other current assetsOther long-term assetsTotal Derivative AssetsOther current liabilitiesOther long-term liabilitiesTotal Derivative Liabilities
Foreign currency exchange contracts designated as hedges$45$7$52$28$1$29
Foreign currency exchange contracts not designated as hedges21—211—1
Total derivatives presented gross on the Condensed Consolidated Balance Sheets$73$30
Total derivatives not offset on the Condensed Consolidated Balance Sheets(24)(24)
Net amount (legal offset)$49$6
December 31, 2025
(in millions)Prepaid and other current assetsOther long-term assetsTotal Derivative AssetsOther current liabilitiesOther long-term liabilitiesTotal Derivative Liabilities
Foreign currency exchange contracts designated as hedges$18$2$20$62$3$65
Foreign currency exchange contracts not designated as hedges36—367—7
Total derivatives presented gross on the Condensed Consolidated Balance Sheets$56$72
Total derivatives not offset on the Condensed Consolidated Balance Sheets(40)(40)
Net amount (legal offset)$16$32

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

Three Months Ended
March 31,
(in millions)20262025
Derivatives designated as hedges:
Net gain (loss) recognized in Accumulated other comprehensive income$45$(45)
Net (loss) gain reclassified from Accumulated other comprehensive income into Product sales$(24)$21
Derivatives not designated as hedges:
Net gain (loss) recognized in Other (income) expense, net$3$(5)

Approximately $2 million of pre-tax net losses related to the hedged forecasted transactions reported in Accumulated other comprehensive income as of March 31, 2026 are expected to be reclassified to Product sales within 12 months. There were no discontinuances of cash flow hedges for the three months ended March 31, 2026 and 2025.

The cash flow effects of our derivative contracts for the three months ended March 31, 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

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. Under the terms of the agreement, we successfully completed our tender offer for all outstanding shares of Arcellx other than those already owned by Gilead for approximately $7.1 billion in cash consideration. As a result, Arcellx became our wholly-owned subsidiary. We will also pay one non-transferable contingent value right of $5 per share upon the achievement of at least $6.0 billion in cumulative global net sales of anitocabtagene autoleucel (“anito-cel”) from launch through year-end 2029.

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, 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 obtained licenses to develop and manufacture certain products, including anito-cel, and to commercialize those products outside the U.S. and to co-commercialize those products in the U.S. with Arcellx. We also made various purchases of Arcellx shares. Under the 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 expect to account for this transaction as an asset acquisition in the second quarter of 2026 since the acquired intellectual property rights related to anito-cel represent substantially all of the fair value of the gross assets acquired.

Tubulis

In April 2026, we entered into a definitive agreement to acquire Tubulis GmbH (“Tubulis”), a private Germany-based, clinical-stage biotechnology company developing next-generation antibody-drug conjugates (“ADC”), for approximately $3.2 billion in upfront cash consideration, subject to customary adjustments, payable at closing, and up to $1.9 billion in contingent milestone payments. The closing of the transaction is subject to the expiration or termination of certain regulatory filings and other customary conditions. Upon closing, Tubulis will become our wholly-owned subsidiary.

We expect to account for this transaction as an asset acquisition in the second quarter of 2026 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.

Ouro Medicines

In March 2026, we entered into a definitive agreement to acquire Ouro Medicines, LLC (“Ouro”), a privately held biotechnology company focused on developing T cell engager (“TCE”) therapies for autoimmune diseases, for approximately $1.7 billion in upfront cash consideration, subject to customary adjustments, payable at closing, and up to $500 million in contingent milestone payments. The closing of the transaction is subject to the expiration or termination of certain regulatory filings and other customary conditions. Upon closing, which is anticipated in the second quarter of 2026, Ouro will become our wholly-owned subsidiary.

We expect to account for this transaction as an asset acquisition in the second quarter of 2026 since the lead asset, OM336 (gamgertamig), a clinical-stage BCMAxCD3 TCE, represents substantially all of the fair value of the gross assets acquired.

Collaborations and Other Arrangements

Galapagos

In March 2026, we entered into an agreement (the “Framework Agreement”) with Galapagos, effective upon the closing of our definitive agreement to acquire Ouro, for a research and development collaboration on the acquired Ouro assets. Under the Framework Agreement, Galapagos will pay 50% of the upfront cash consideration and 50% of any contingent milestone payments payable to Ouro’s shareholders. Additionally, Galapagos will absorb substantially all of Ouro’s operating assets, retain its employees and be responsible for all development costs prior to registrational studies for gamgertamig, with later clinical development costs being shared equally between Gilead and Galapagos. Gilead will retain commercialization rights and pay Galapagos royalties of 20% to 23% of net sales of gamgertamig products.

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 in 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:

March 31, 2026December 31, 2025
(in millions)Gross Carrying AmountAccumulated AmortizationForeign Currency Translation AdjustmentNet Carrying AmountGross Carrying AmountAccumulated AmortizationForeign Currency Translation AdjustmentNet Carrying Amount
Finite-lived assets:
Intangible asset – sofosbuvir$10,720$(8,623)$—$2,097$10,720$(8,448)$—$2,272
Intangible asset – axicabtagene ciloleucel7,110(3,229)—3,8817,110(3,127)—3,983
Intangible asset – Trodelvy11,730(4,434)—7,29611,730(4,164)—7,566
Intangible asset – Hepcludex845(437)—408845(415)—430
Other1,458(1,059)—4001,483(1,056)—428
Total finite-lived assets31,863(17,782)—14,08231,888(17,211)—14,678
Indefinite-lived assets – IPR&D(1)2,300——2,3002,300——2,300
Total intangible assets$34,163$(17,782)$—$16,382$34,188$(17,211)$—$16,978

(1) The Indefinite-lived assets – IPR&D balance as of March 31, 2026 was comprised of $1.75 billion related to sacituzumab govitecan-hziy for NSCLC and $550 million related to bulevirtide.

Impairment Assessments

No indicators of impairment resulting in an adjustment to the carrying value of intangible assets were identified for the three months ended March 31, 2026 and 2025.

8. OTHER FINANCIAL INFORMATION

Accounts Receivable, Net

The following table summarizes our Accounts receivable, net:

(in millions)March 31, 2026December 31, 2025
Accounts receivable(1)$5,544$5,895
Less: allowances for chargebacks661843
Less: allowances for cash discounts and other9897
Less: allowances for credit losses4441
Accounts receivable, net$4,741$4,913

(1) As of March 31, 2026, the majority of our Accounts receivable balance arises from product sales in the U.S. and Europe and approximately 60% relates to three wholesalers—Cardinal Health, Inc., Cencora, Inc. and McKesson Corporation—and their specialty distributor affiliates.

Inventories

The following table summarizes our Inventories:

(in millions)March 31, 2026December 31, 2025
Raw materials$1,357$1,414
Work in process1,2761,306
Finished goods1,7061,647
Total$4,339$4,368
Reported as:
Inventories$1,914$1,774
Other long-term assets(1)2,4242,594
Total$4,339$4,368

(1) As of March 31, 2026, this amount primarily consists of raw materials and work in process.

As of March 31, 2026, we held approximately $638 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:

(in millions)March 31, 2026December 31, 2025
Property, plant and equipment$8,422$8,302
Less: accumulated depreciation2,7842,696
Property, plant and equipment, net$5,638$5,606

The following table summarizes Depreciation expense:

Three Months Ended
March 31,
(in millions)20262025
Depreciation expense$93$97

Accumulated Other Comprehensive Income

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

(in millions)Foreign Currency TranslationAvailable-for-Sale Debt SecuritiesCash Flow HedgesTotal
Balance as of December 31, 2025$74$8$(43)$39
Net unrealized (loss) gain, net of income tax expense (benefit) of $0, $(3), and $6, respectively(10)(10)4020
(Gain) loss reclassified to net income, net of income tax benefit of $0, $0, and $(3), respectively—(2)2119
Other comprehensive (loss) income, net(10)(12)6139
Balance as of March 31, 2026$64$(3)$18$78
(in millions)Foreign Currency TranslationAvailable-for-Sale Debt SecuritiesCash Flow HedgesTotal
Balance as of December 31, 2024$36$—$96$132
Net unrealized gain (loss), net of income tax benefit of $0, $0, and $(6), respectively18—(40)(22)
Gain reclassified to net income, net of income tax expense of $0, $0, and $3, respectively——(18)(18)
Other comprehensive income (loss), net18—(58)(40)
Balance as of March 31, 2025$54$—$38$92

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

Three Months Ended
March 31,
(in millions)20262025Line Item Affected
Net (loss) gain related to cash flow hedges$(24)$21Product sales
Net gain related to available-for-sale debt securities$(2)$—Other (income) expense, net
Income tax (benefit) expense$(3)$3Income tax expense

Restructuring

During the three months ended March 31, 2026 and 2025, we incurred restructuring charges primarily related to severance costs resulting from reductions in our workforce.

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

Three Months Ended
March 31,
(in millions)20262025
Research and development expenses$14$38
Selling, general and administrative expenses2536
Restructuring charges$40$74

As of March 31, 2026, we had a remaining liability of $73 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:

Three Months Ended
March 31,
(in millions)20262025
(Gain) loss from equity securities, net$(142)$426
Interest income(95)(94)
Other, net2(4)
Other (income) expense, net$(235)$328

9. DEBT AND CREDIT FACILITIES

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

(in millions)Carrying Amount
Type of BorrowingIssue DateMaturity DateInterest RateMarch 31, 2026December 31, 2025
Senior UnsecuredSeptember 2015March 20263.65%—2,750
Senior UnsecuredSeptember 2016March 20272.95%1,2491,249
Senior UnsecuredSeptember 2020October 20271.20%749749
Senior UnsecuredNovember 2024November 20294.80%747747
Senior UnsecuredSeptember 2020October 20301.65%996996
Senior UnsecuredSeptember 2023October 20335.25%994994
Senior UnsecuredNovember 2024June 20355.10%992992
Senior UnsecuredSeptember 2015September 20354.60%994994
Senior UnsecuredSeptember 2016September 20364.00%744744
Senior UnsecuredSeptember 2020October 20402.60%990990
Senior UnsecuredDecember 2011December 20415.65%997997
Senior UnsecuredMarch 2014April 20444.80%1,7381,738
Senior UnsecuredNovember 2014February 20454.50%1,7361,736
Senior UnsecuredSeptember 2015March 20464.75%2,2252,225
Senior UnsecuredSeptember 2016March 20474.15%1,7311,731
Senior UnsecuredSeptember 2020October 20502.80%1,4801,480
Senior UnsecuredSeptember 2023October 20535.55%989989
Senior UnsecuredNovember 2024November 20545.50%989989
Senior UnsecuredNovember 2024November 20645.60%739739
Total senior unsecured notes21,08023,827
Liability related to future royalties1,0941,110
Total debt, net22,17424,937
Less: Current portion of long-term debt, net1,3132,807
Total Long-term debt, net$20,861$22,129

Senior Unsecured Notes

We are required to comply with certain covenants under our note indentures governing our senior unsecured notes. As of March 31, 2026, we were not in violation of any covenants. In March 2026, we repaid $2.75 billion of principal balance related to our senior unsecured notes due March 2026.

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 a one-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.

The Term Loan Facility contains customary representations, warranties, affirmative and negative covenants and events of default. The Term Loan Facility bears 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.

Revolving Credit Facility

As of March 31, 2026 and December 31, 2025, there were no 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 March 31, 2026 and December 31, 2025, we did not 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 June 2025, we received a letter from Aspiro Pharma Ltd. (“Aspiro”), indicating that it had submitted an ANDA to FDA to request permission to market and manufacture a generic version of Veklury. Aspiro challenges six of the sixteen patents listed in the Orange Book for Veklury as not valid or not infringed by Aspiro’s proposed ANDA product. In July 2025, we filed a lawsuit against Aspiro in the U.S. District Court of New Jersey. In March 2026, this lawsuit was dismissed after Gilead and Aspiro entered into a settlement agreement, which grants a license to Aspiro to sell a generic version of Veklury starting in May 2041.

In January 2026, we received a letter from Cipla Ltd. (“Cipla”) indicating that it has 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 challenging two Orange Book patents for Descovy. In February 2026, we filed a lawsuit against Cipla in the U.S. District of Court of Delaware. 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 dismiss two 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 in one 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 are pending in state or federal court in California and Missouri, involve approximately 23,000 active plaintiffs. Plaintiffs in these cases seek 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 is currently stayed pending the conclusion of appellate proceedings in the California Supreme Court. In the California federal case, 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 March 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 Plaintiff’s 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 (“HCV”) 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 HCV and HIV 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. Trial has been scheduled for December 2026.

We intend to vigorously defend ourselves in these actions, however, we cannot predict the ultimate outcomes. If any of these 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.

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 PER SHARE

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

Three Months Ended
March 31,
(in millions, except per share amounts)20262025
Net income$2,021$1,315
Shares used in basic earnings per share calculation1,2421,246
Dilutive effect of equity-based awards1213
Shares used in diluted earnings per share calculation1,2541,259
Basic earnings per share$1.63$1.06
Diluted earnings per share$1.61$1.04

Potential shares of common stock excluded from the computation of Diluted earnings per share because their effect would have been antidilutive were 2 million for the three months ended March 31, 2026 and 2025.

12. INCOME TAXES

The following table summarizes our Income tax expense:

Three Months Ended
March 31,
(in millions, except percentages)20262025
Income before income taxes$2,580$1,649
Income tax expense$559$334
Effective tax rate21.7%20.2%

Our effective income tax rate of 21.7% for the three months ended March 31, 2026 was generally consistent with the U.S. federal statutory rate of 21%.

Our effective income tax rate of 20.2% for the three months ended March 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to tax benefits from stock-based compensation and provision to return adjustments, partially offset by fair value losses on our equity investments that are non-deductible for income tax purposes.

13. SEGMENT INFORMATION

We have one 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 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 technical and regulatory successful development, 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:

Three Months Ended
March 31,
(in millions)20262025
Selling and marketing expenses$898$753
General and administrative expenses553505
Selling, general and administrative expenses$1,451$1,258

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.

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS