AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Monetized intellectual property, reported HIV prescription leadership and an approved differentiated prevention product establish a current advantage. Comparative competitive coverage remains limited.
durability · 2/4 · Current commercial strength supports persistence, but the decade-long exclusivity outlook is management's expectation. Product patent schedules are absent and earlier generic entry remains possible.
customer dependency · 2/4 · Prescription leadership and base-business growth indirectly support repeat demand. They do not establish patient persistence, switching costs or payer dependence.
erosion resilience · 2/4 · Base-business growth and a differentiated approved launch support some renewal capacity despite existing discount pressures. Sustained replacement of revenue after major exclusivity losses is not demonstrated.
Pricing power38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Substantial actual discounts and limited net-sales benefit from some price increases indicate constrained pricing realization. Product-level net-price changes are not quantified.
retention · 2/4 · Record sales, prescription leadership and base-business growth indirectly support sustained demand. No patient retention rate or persistence after price changes is disclosed.
margin resilience · 2/4 · Strong multiyear operating cash generation and positive 2025 GAAP operating results coexist with material impairments and incurred manufacturing write-offs. Evidence supports mixed economic resilience, without isolating the effects of pricing or establishing a margin trend.
contractual freedom · 1/4 · Required rebates and substantial government-program discounts materially restrict effective pricing freedom. Discretionary list-price increases do not fully translate into net sales.
Predictability86
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 2.63
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.23
Financial strength—
Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 76.61
- interestCoverageGrade
- 79.88
- currentRatioGrade
- 64.22
- Debt / FCF (x)
- 2.64
- Interest coverage (x)
- 9.79
- Current ratio (x)
- 1.55
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -0.29
- 3-year average SBC / revenue (%)
- 2.92
- cashConversionGrade
- 100.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash generation funded substantial shareholder returns and debt repayments, while acquisitions and repeated IPR&D impairments show mixed investment outcomes. The unexplained 2026 loss limits confidence in a stronger assessment.
incentive alignment · 2/4 · Existing multiyear RSU vesting, approved performance-share emphasis and incentive targets above prior-year results provide tangible alignment features. Detailed payout rigor and executive ownership are missing; approved award values are not realized compensation. The conditional 2026 plan is excluded.
execution · 2/4 · Reported record HIV sales, base-business growth and Yeztugo approval demonstrate commercial and development execution. Material IPR&D impairments show uneven portfolio outcomes, and the unexplained 2026 loss constrains the assessment.
governance · 2/4 · Independent committees, disclosed independent-director sessions and an unqualified internal-control audit support functioning oversight. The combined CEO-chair role and meaningful support for an independent-chair proposal make the evidence mixed rather than exceptional.
Evidence
Our success depends to a significant degree on our ability to obtain patents and licenses to patent rights, enforce our patents and defend against infringement of our patents and efforts to invalidate them, operate without infringing on the intellectual property of others, and preserve trade secrets and internal know-how.
Business/intellectual-property dependence · Filed 24/02/2026
In 2025, we achieved record sales driven by Biktarvy, the most-prescribed HIV treatment, along with significant growth in HIV prevention.
CEO letter/2025 HIV commercial achievements · Filed 20/03/2026
We have been extremely pleased with the launch of Yeztugo, the world’s first twice-yearly HIV prevention following FDA approval.
CEO letter/Yeztugo approval and launch · Filed 20/03/2026
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 Six Months Ended June 30, June 30, (in millions) 2026 2025 2026 2025 Revenue share with Janssen Ireland and royalties for licenses of intellectual property $ 158 $ 153 $ 310 $ 310 Changes in estimates(1) $ 186 $ 126 $ 418 $ 340 _______________________________ (1) During the three and six months ended June 30, 2026, changes in estimates included recognition of $156 million of previously constrained revenues from the sale of certain intellectual property.
Revenue note/revenue share and intellectual-property royalties · Filed 06/08/2026
Our momentum continues to build after another year of consistent growth and commercial excellence, along with plans for significant launch activity and no major loss of exclusivity expected for the coming decade.
CEO letter/expected exclusivity horizon · Filed 20/03/2026
We have consistently exceeded our compensation peer group and the Nasdaq Biotech Index for the one-, three- and five-year periods as shown below: $28.9 BILLION 2025 Total Product Sales Reflects nearly $1.2 billion growth in the base business (excluding Veklury) 45% 2025 Non-GAAP Operating Margin(1) Commitment to disciplined expense management $4 BILLION Dividends Paid in 2025 $1.9 BILLION Share Repurchases in 2025 (1) Financial metrics are reported and reconciled in Appendix A.
Proxy performance overview/product sales and base-business growth · Filed 20/03/2026
We also face significant competition from: (i) large pharmaceutical and biotechnology companies and specialized pharmaceutical firms acting either independently or together with other such companies to pursue the development of products and technologies that may be competitive with our existing products or research programs; (ii) academic institutions, government agencies and other public and private organizations conducting research who may seek patent protection or may establish collaborative arrangements for competitive products or programs; (iii) pricing pressures from private insurers and government payers as our products mature, which often result in a reduction of our net product prices; and (iv) new branded or generic products introduced into major markets, which may impact our ability to maintain pricing and market share.
Business/competition and pricing pressures · Filed 24/02/2026
A significant portion of our sales of the majority of our products are subject to substantial discounts from their list prices, including rebates to Medicare and Medicaid agencies or discounts to covered entities under Section 340B of the Public Health Service Act (“340B”).
Pricing and reimbursement/existing substantial discounts · Filed 24/02/2026
As a result, the price increases we implement from time to time on certain products may have a limited effect on our net product sales in certain markets.
Pricing and reimbursement/limited effect of price increases · Filed 24/02/2026
ANDA litigation and related settlement and license agreements, in some cases, may result in a loss of exclusivity for our patents 47 sooner than we would otherwise expect.
Risk factors/ANDA settlements and earlier loss of exclusivity · Filed 06/08/2026
Future litigation or other proceedings regarding the enforcement or validity of our existing patents or any future patents could result in the invalidation of our patents or substantially reduce their protection.
Risk factors/patent enforcement and invalidation · Filed 06/08/2026
56 GILEAD SCIENCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (in millions) 2025 2024 2023 Operating Activities: Net income $ 8,510 $ 480 $ 5,613 Adjustments to reconcile Net income to Net cash provided by operating activities: Depreciation expense 370 381 354 Amortization expense 2,390 2,386 2,339 Stock-based compensation expense 894 835 766 Deferred income taxes 160 (1,844) (962) Net (gain) loss from equity securities (451) 274 167 Acquired in-process research and development expenses 1,024 4,663 1,155 In-process research and development impairments 590 4,180 50 Other, net 480 353 826 Changes in operating assets and liabilities: Accounts receivable, net (367) 139 157 Inventories (1,036) (426) (842) Prepaid expenses and other (311) (259) 39 Accounts payable (132) 290 (347) Income tax assets and liabilities, net (2,108) (732) (1,768) Accrued and other liabilities 6 108 458 Net cash provided by operating activities 10,019 10,828 8,006 Investing Activities: Purchases of marketable debt securities (3,939) (244) (1,930) Proceeds from sales of marketable debt securities 854 2,265 510 Proceeds from maturities of marketable debt securities 55 327 1,334 Acquisitions, including in-process research and development, net of cash acquired (1,070) (4,840) (1,152) Purchases of equity securities (133) (492) (442) Purchases of property, plant and equipment (563) (523) (585) Other investing activities, net 2 58 (1) Net cash used in investing activities (4,793) (3,449) (2,265) Financing Activities: Proceeds from debt financing, net of issuance costs — 3,464 1,980 Proceeds from issuances of common stock 408 422 232 Repurchases of common stock under repurchase programs (1,922) (1,150) (1,000) Repayments of debt and other obligations (1,788) (1,970) (2,250) Payments of dividends (4,003) (3,918) (3,809) Other financing activities, net (440) (281) (279) Net cash used in financing activities (7,745) (3,433) (5,125) Effect of exchange rate changes on cash and cash equivalents 92 (40) 57 Net change in cash and cash equivalents (2,428) 3,906 673 Cash and cash equivalents at beginning of period 9,991 6,085 5,412 Cash and cash equivalents at end of period $ 7,564 $ 9,991 $ 6,085 See accompanying notes.
Consolidated statements of cash flows/2023–2025 cash generation, acquisitions, impairments and financing · Filed 24/02/2026
Product sales reconciliation: 2025 Product sales $28,915 Veklury (911 ) Adjusted net product revenue $28,004 2026 Proxy Statement A-1 Back to Contents Operating income reconciliation: 2025 GAAP operating income $ 10,022 Acquisition-related – amortization 2,310 Acquisition-related – other costs 43 Restructuring 138 IPR&D impairment 590 Donations of equity securities to the Gilead Foundation 89 Non-GAAP operating income $ 13,193 Veklury gross profit (824 ) Initial costs of acquired externally developed IPR&D 816 Previously constrained revenue related to the sale of intellectual property (400 ) Adjusted operating income $ 12,785 Operating margin reconciliation: 2025 GAAP operating margin 34.0 % Acquisition-related – amortization 7.8 % Acquisition-related – other costs 0.1 % Restructuring 0.5 % IPR&D impairment 2.0 % Donations of equity securities to the Gilead Foundation 0.3 % Non-GAAP operating margin 44.8 % Diluted EPS reconciliation: 2025 GAAP diluted EPS $ 6.78 Acquisition-related – amortization 1.46 Acquisition-related – other costs 0.03 Restructuring 0.09 IPR&D impairment 0.36 Gain from equity securities, net (0.34 ) Discrete and related tax charges (0.28 ) Donations of equity securities to the Gilead Foundation 0.05 Non-GAAP diluted EPS $ 8.15 Veklury gross profit (0.54 ) Initial costs of acquired externally developed IPR&D 0.56 Previously constrained revenue related to the sale of intellectual property 0.25 Adjusted EPS growth $ 7.92 A-2 Back to Contents Appendix B Gilead Sciences, Inc.
Appendix A/2025 GAAP and adjusted operating-results reconciliation · Filed 20/03/2026
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited) Three Months Ended June 30, 2026 (in millions, except per share amounts) Gilead Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Shares Amount Balance as of March 31, 2026 1,242 $ 1 $ 9,305 $ 78 $ 14,131 $ (84) $ 23,431 Net loss — — — — (10,496) — (10,496) Other comprehensive income, net — — — 17 — — 17 Issuances under equity incentive plans 2 — 7 — — — 7 Stock-based compensation — — 232 — — — 232 Repurchases of common stock under repurchase programs ($131.83 average price per share) (3) — (12) — (343) — (355) Repurchases of common stock for employee tax withholding under equity incentive plans and other — — — — (61) — (61) Dividends declared ($0.82 per share) — — — — (1,031) — (1,031) Balance as of June 30, 2026 1,241 $ 1 $ 9,532 $ 95 $ 2,200 $ (84) $ 11,744 Six Months Ended June 30, 2026 (in millions, except per share amounts) Gilead Stockholders' Equity Noncontrolling Interest Total Stockholders' Equity Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Shares Amount Balance as of December 31, 2025 1,241 $ 1 $ 8,932 $ 39 $ 13,730 $ (84) $ 22,618 Net loss — — — — (8,475) — (8,475) Other comprehensive income, net — — — 56 — — 56 Issuances under employee stock purchase plan 1 — 86 — — — 86 Issuances under equity incentive plans 6 — 88 — — — 88 Stock-based compensation — — 450 — — — 450 Repurchases of common stock under repurchase programs ($134.34 average price per share) (6) — (25) — (749) — (774) Repurchases of common stock for employee tax withholding under equity incentive plans and other (2) — — — (241) — (241) Dividends declared ($1.64 per share) — — — — (2,066) — (2,066) Balance as of June 30, 2026 1,241 $ 1 $ 9,532 $ 95 $ 2,200 $ (84) $ 11,744 See accompanying notes.
Statements of stockholders' equity/2026 first-half loss, compensation and capital returns · Filed 06/08/2026
RSUs generally vest over three or four years from the date of grant.
Stock-based compensation note/existing RSU vesting terms · Filed 24/02/2026
The table below shows the components of the long-term equity compensation program approved by the Committee for 2025, which is comprised of performance shares, stock options and restricted stock units, with performance shares emphasized: 2025 Annual Long-Term Equity Decisions Our Compensation and Talent Committee approved equity awards in the amounts set forth below, which reflect approved grant-date values and not actual delivered or realized compensation.
Executive compensation/approved 2025 long-term equity program · Filed 20/03/2026
The 2025 approved adjusted net product revenue and adjusted operating income targets, excluding Veklury revenue, were above the 2024 actual adjusted net product revenue and adjusted operating income results.
Executive compensation/2025 incentive targets compared with 2024 results · Filed 20/03/2026
Our Board has determined that all committee members are independent directors (and non-employee directors, in the case of the Compensation and Talent Committee) under the criteria specified by the laws and regulations of the SEC, the listing rules of Nasdaq, and/or our Board Guidelines, as applicable.
Board committees/committee-member independence determination · Filed 20/03/2026
Through regular executive sessions of the independent directors, a comprehensive Board self-assessment process and candid conversations outside the boardroom, we continue to drive management accountability, provide strategic input and support disciplined decision-making that enhances performance and delivers sustainable, long-term value.
Lead Independent Director letter/executive sessions and board assessment · Filed 20/03/2026
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Independent auditor report/internal-control audit opinion · Filed 24/02/2026
administration on regulatory and policy matters ► Health equity and access to medicine initiatives Response to 2025 Stockholder Proposals: As part of our year-round investor outreach and engagement following our 2025 annual meeting of stockholders, we engaged with investors on two stockholder proposals presented at that meeting: (1) a request for an independent board chair policy, which received support from 36.2% of shares represented; and (2) a request for a comprehensive human rights policy and human rights due diligence, which received support from 35.9% of shares represented.
Stockholder engagement/2025 independent-chair proposal support · Filed 20/03/2026
(2020-2023) and Global Blood Therapeutics (2013-2022) RELEVANT SKILLS AND EXPERIENCE ► Significant leadership experience in the biopharma industry, including serving as a chief executive officer of a global healthcare company ► Physician with a strong scientific background, known for championing access to care 2026 Proxy Statement 25 Back to Contents Harish Manwani Independent Age:72 Director since: 2018 Board Committees ► Compensation and Talent ► Nominating and Corporate Governance (Chair) Other Public Company Board Service: ► Whirlpool Corporation CAREER HIGHLIGHTS ► Blackstone Inc., a global investment firm ► Senior Operating Partner, advising select Blackstone portfolio companies since 2015 ► Unilever Group, a multinational consumer packaged goods company ► Chief Operating Officer from 2011 until his retirement in 2014; joined Unilever in 1976 as a management trainee in India and held several senior management roles around the world, including overseeing Unilever’s businesses in North America, Latin America, Asia and Africa OTHER PROFESSIONAL HIGHLIGHTS AND ITEMS OF NOTE ► Member of the board of directors of Tata Sons Private Limited ► Chairman of the Executive Board of the Indian School of Business ► Former Non-Executive Chairman of Hindustan Unilever Limited (2005-2018) and member of Singapore Economic Development Board (2013-2019) ► Former director of Nielsen Holdings plc (2015-2021) and Qualcomm Incorporated (2014-2022) RELEVANT SKILLS AND EXPERIENCE ► Strong leadership skills and broad global operational, sales and marketing and human resources expertise at a complex, multi-national company ► Experience in driving growth across complex organizations on a global scale 26 Back to Contents Daniel O’Day Chairman and Chief Executive Officer Age: 61 Director since: 2019 Board Committees ► None Other Public Company Board Service: ► None CAREER HIGHLIGHTS ► Gilead Sciences, Inc.
Director biographies/combined Chairman and Chief Executive Officer role · Filed 20/03/2026
The Plan as amended and restated herein was approved by the Board and will become effective on April 30, 2026 if approved by the Company’s stockholders at the Company’s 2026 annual meeting.
Appendix B/proposed amended plan conditional on stockholder approval · Filed 20/03/2026
A substantial portion of our product sales is subject to significant discounts from list price, including rebates that we may be required to pay state Medicaid agencies and discounts provided to covered entities under 340B.
Risk factors/current rebates and 340B discounts · Filed 06/08/2026
We have incurred, and will continue to incur, inventory write-off charges and other expenses for products that fail to meet specifications and quality standards as well as changes we may adopt in our manufacturing strategy, and we may need to undertake costly remediation efforts or seek more costly manufacturing alternatives.
Manufacturing risks/previously incurred inventory write-offs · Filed 06/08/2026
