GILEAD SCIENCES, INC. GILD

40% shingled-prose overlap between the two filings.

2025: 82,913 chars · 2026: 73,334 chars

• Committee Report:86% overlap (6,000 → 5,956 chars)
• Pay Ratio (Item 402(u)):32% overlap (5,450 → 2,375 chars)
• Say-on-Pay proposal:26% overlap (24,955 → 24,873 chars)

• changedThis Compensation Discussion and Analysis provides an overview of the components of our executive compensation program and the 2025 2024decisions of the Compensation and Talent Committee of our Board (our “Compensation and Talent Committee” or “Committee”) for our 2025 2024Named Executive Officers (or “NEOs”), who are set forth below. were:
• newAs of December 31, 2025, Gilead had four executive officers.
• newO’Day Andrew D.
• changedDickinson Johanna Mercier Dietmar Berger, M.D., PH.D.
• newDeborah H.
• newTelman Chairman and Chief Executive Officer (“Chief Executive Officer” or “CEO”) Chief Financial Officer Chief Commercial and Corporate Affairs Officer Chief Medical Officer(1) Former Executive Vice President, Corporate Affairs and General Counsel(2)
• new(1) Dr. Berger commenced employment as Gilead’s Chief Medical Officer on January 2, 2025.
• new(2) As discussed below, Ms. Telman ceased to serve as Gilead’s Executive Vice President, Corporate Affairs and General Counsel on December 5, 2025, and her employment with the company terminated without cause later in December.
• new2025 Business Highlights
• newIn 2025, Gilead delivered strong financial and strategic results that directly reflect continued execution against our long-term ambitions and strategic priorities.
• newKey achievements for the year include: ► Robust HIV sales performance driven by Biktarvy and our HIV prevention portfolio ► Significant progress with Yeztugo for PrEP ► First regulatory approvals in commercial and access markets ► 2025 Prix Galien USA Award for Best Pharmaceutical Product ► Expanded global access through partnerships that accelerated delivery to high incidence regions ► Advancement of Gilead’s oncology strategy ► Presented compelling clinical data at major global medical conferences, demonstrating progress across solid tumor and hematologic programs ► Prepared for potential launches in 2026 of Trodelvy in 1L mTNBC and anito-cel in 4L+ R/R MM ► Execution of major U.S. manufacturing and R&D investments ► Reinforced long-term value creation goals, innovation and the strength of our domestic growth strategy Following a strong fiscal 2025 marked by solid financial results and total shareholder return, as we enter 2026, Gilead is well-positioned to build on this momentum, supported by a strong commercial foundation, the most robust pipeline in our history and a clear strategic roadmap that we believe will continue to deliver patient impact and shareholder value in the years ahead.
• changed2026 2025Proxy Statement 51
• changedSTRENGTHENING OUR PIPELINE AND EVOLVINGOURONCOLOGYPORTFOLIO
• newGilead advanced the most robust pipeline in its history in 2025, marked by meaningful progress across virology, oncology and inflammation programs.
• newThese advancements reflect our commitment to driving innovation, patient impact and long-term shareholder value.
• newHIV Prevention HIV Tx Progress Oncology Pipeline Progress Product Launch Momentum FY25 HIV Prevention growth of +47% YoY Yeztugo advancement through key regulatory approvals Results from two Phase 3 trials demonstrated that combining bictegravir and lenacapavir achieved statistically non-inferior viral suppression with no new safety concerns Compelling clinical data generated: Four Phase 3 readouts in solid tumors including positive data for Trodelvy in 1L mTNBC and pivotal data for anito-cel in 4L+ R/R MM Livdelzi market share leader in 2L+ PBC Potential launches of anito-cel in 4L+ R/R MM, bulevirtide in HDV, and Trodelvy in 1L mTNBC in 2026
• newIn 2025, Gilead delivered meaningful product achievements that reflect our strategic execution and accountability for advancing long-term value creation.
• newAdvancements across our portfolio demonstrated disciplined execution and a sustained focus on patient impact.
• new+46% $150 MILLION $14.3 BILLION $373 MILLION YoY Sales Growth 2025 Sales 2025 Sales 2025 Sales Descovy for PrEP Yeztugo Biktarvy Livdelzi
• newCOMMITTED TO FINANCIAL RESULTS AND SHAREHOLDERS RETURNS
• newGilead delivered strong financial performance in 2025, demonstrating effective commercial execution and the strength of the company’s strategy.
• new$28.9 BILLION $6.78 $5.9 BILLION 2025 Total Product Sales +1% Increase compared to 2024 GAAP Diluted EPS $8.15 Non-GAAP Diluted EPS(1) Returned to shareholders through dividends and share repurchases
• newOur achievements in 2025, along with our continued focus on disciplined expense management, resulted in a 37% total shareholder return in 2025.
• changedWe exceeded the median total shareholder return achieved by both our compensation peer group and the Nasdaq Biotech Index not only in 2025, but also 2024andover the three- and five-year periods concludingattheendof2024asshown below:
• new(1) Financial metrics are reported and reconciled in Appendix A.
• changedStockholder Engagement and 2025 2024Say-on-Pay Vote
• newAt the 2025 annual meeting of stockholders (the “2025 Annual Meeting”), 91% of votes were cast in favor of the compensation of our Named Executive Officers.
• newConsistent with prior years, we engaged in stockholder outreach efforts throughout 2025.
• changedIn 2025, Fall2024,we contacted stockholders representing approximately 58% 55%of our outstanding shares to gain valuable insights on the issues that matter most to our stockholders.
• changedOf those that we contacted, we met with stockholders representing approximately 42% 43%of our outstanding shares.
• changedOur Lead Independent Director and engagement team met with stockholders representing approximately 30% 35%of our outstanding shares.
• newAfter carefully reviewing feedback from our stockholder engagement activities, the Committee did not make any changes to our executive compensation program and policies as a result of the most recent say-on-pay vote in 2025.
• changed2026 2025Proxy Statement 53
• changed► Pay-for-Performance ► Short- and Long-Term Balance ► Value Optimization Cost-Effectiveness► Market Competitiveness ► Stockholder Alignment
• changedWe maintain “best-in-class” governance standards for the oversight of our executive compensation program, as evidenced by the following policies and practices in effect during 2025: 2024:
• changedWHAT WE DO WHAT WE DO NOT DO Ongoing outreach and engagement with major stockholders on executive compensation governance Rigorous annual incentive performance metrics with financial goals weighted at 60% 50%of the total award opportunity and pipeline, product and people goals weighted at 40%, 50%,and with an individual performance modifier applicable to all NEOs other than our Chief Executive Officer Grant long-term equity awards that are 75% performance- based, with 50% awarded in the form of performance shares, based on pre-established measures and goals set at the beginning of the three-year performance period Clawback policies that cover both time- and performance- based performance-basedcash and equity awards and require clawback in the event of a financial restatement as well as allow for clawback in the event of significant misconduct Cap annual cash incentive and long-term performance share award payouts at reasonable levels Set pre-established grant dates for executive officers’ annual equity awards Compensation and Talent Committee’s independent consultant performs no other work for Gilead Conduct annual assessments to identify and mitigate risk in our compensation programs Robust executive stock ownership guidelines No repricing of stock options without stockholder approval No single trigger change in control benefits No change in control excise tax gross-ups Employees and directors are prohibited from hedging and pledging our stock No dividend or dividend equivalent rights payable on unearned or unvested equity awards No defined benefit pension or supplemental executive retirement plan (SERP) benefits No fixed term employment agreements
• changedA summary of the components of our Named Executive Officers’ compensation awarded or earned during 2025 2024is set forth below:
• changedBase Salary Long-Term Incentive (“LTI”) Compensation Payment Criteria Fixed annual compensation reviewed annually with any increases generally effective March 1 2025 2024Compensation Summary Our Named Executive Officers received modest base salary increases ranging from 1.4% to 3.0% over 2024 levels (other than Dr. Berger, who was newly hired and not eligible for a base salary increase), 2023levels,consistent with increases given to salaried employees company-wide 2025 Performance Shares PaymentCriteria► 50% delivered in performance shares earned over three years based on relative TSR and, new for 2025 in response to stockholder feedback, a multi-year adjusted EPS growth metric andannualrevenuetargets► There is no payout if performance falls below a minimum threshold ► Relative TSR awards are capped at target if absolute TSR is negative, regardless of relative performance ► 25% delivered in stock options that vest over four years beginning with one-quarter vesting one year after grant, and quarterlyvestingofthe remainder vesting in equal quarterly installments after year one ► 25% delivered in restricted stock units that vest over four years beginning with one-quarter vesting one year after grant, and quarterlyvestingofthe remainder vesting in equal quarterly installments after year one 2025 2024Compensation Summary ► 2023 2022performance shares, shareswere earned as follows: ► Relative TSR performance shares were earned at 200.00% of target based on 88.2 84.80thpercentile TSR against the companies in the S&P Healthcare Sub- Index Sub-Index► Absolute Revenue performance shares were earned at 149.42% 170.93%of target Annual Cash Incentive Payment Criteria ► Corporate performance assessed on: ► Financial results: 60% 50%► Pipeline, Product and People results: 40% 50%► Individual performance modifier applies for all Named Executive Officers other than the CEO ► Maximum payout = 200% of target 2025 2024Compensation Summary ► Annual incentive earned at 180% 151%of target for our CEO, based on corporate performance against pre-set rigorous metrics ► Annual incentive earned at 161% 123%to 181% 160%of target for other Named Executive Officers, based on corporate and individual performance
• changed2026 2025Proxy Statement 55
• changedOur business involves multi-year development cycles, in which realization of the return on investments in our product pipeline may take up to 12 years or more.
• changedFor example, our performance share awards are directly impacted by our adjusted EPS growth revenueachievement, relative TSR performance and stock price.
• changedWhen actual adjusted EPS growth revenueand relative TSR performance is below target, the number of shares earned is also below the target number granted.
• changedNamed Executive Officers’ 2025 2024Annual Compensation
• changedFor 2025, 2024,the CompensationandTalentCommittee approved, and our Board ratified, a 1.4% salary increase for Mr. O’Day.
• changedMr. O’Day presented his recommendations forbasesalaryincreasesfor our other Named Executive Officers’ base salary increases Officersto our Compensation and Talent Committee, Committeebased on his assessment of individual achievements during 2024, 2023andexpectations for their roles moving forward, as well as competitive market positioning. positioning,withtheapprovedincreasesaligningwiththosegiventosalariedemployeescompany-wide.
• newThe approved increases were effective as of March 1, 2025 and aligned with those given to salaried employees company-wide.
• newDr. Berger was not eligible for a base salary increase due to being newly hired.
• changedThe 2025 2024base salaries for our Named Executive Officers were as follows:
• newNamed Executive Officer 2025 Base Salary(Annualized) % Base Salary Increase Mr. O’Day $1,800,000 1.4% Mr. Dickinson $1,123,000 3.0% Ms. Mercier $1,189,000 3.0% Dr. Berger $1,000,000 N/A Ms. Telman $1,002,000 3.0%
• changedAs in prior years, our Chief Executive Officer’s annual incentive was tied solely to our corporate performance, with our Chief Executive Officer’s individual performance factor metricsbeing the same as our corporate performance factor. metrics.
• changedOur other Named Executive Officers’ annual incentives were incentivewasbased on the achievement of the same corporate performance metrics that applied to our Chief Executive Officer, as well as individual performance goals, with award amounts determined by the following formula:
• changedBase Salary x Target Incentive x Corporate Performance Factor0% Factor0%– 150% x IndividualPerformanceFactor0% IndividualPerformanceFactor0%– 150%(1) = Actual Incentive Award 0% – 200%
• newCommencing with the 2026 annual incentive plan, the Committee has eliminated application of the corporate performance factor as an individual modifier for the CEO’s award and funding of the CEO’s bonus will equal the corporate performance factor.
• changedConsistent with past years, the Compensation and Talent Committee set the 2025 2024target annual incentive opportunity at 150% of salary for our CEO and 100% of salary for our other Named Executive Officers.
• changed2026 2025Proxy Statement 57
• newAs part of this review, in February 2025, the Committee approved increasing the weighting of the financial metrics under the annual incentive plan from 50% to 60% and decreasing the weighting of the strategic metrics from 50% to 40%.
• newThe increase in the weighting of financial metrics incentivizes the company’s executives to focus on key short-term metrics that drive our ability to invest in and advance our pipeline while reinforcing our commitment to disciplined expense management.
• changedThe Committee then reviews reviewedour performance against these metrics after the end of the year.
• changedThe Committee approved adjusted net product revenue and adjusted non-GAAPoperating income goals as goals,our financial goals for 2025 2024,comprise50%ofthecorporateperformancefactorbecause they drive our ability to invest in and advance our pipeline which in turn positions us to deliver longer-term value to stockholders.
• changedFor purposes of the 2025 2024annual incentive plan, the Committee approved adjusted net product revenue and adjusted non-GAAPoperating income performance goals that excluded Veklury revenue, consistent with asitdidpreviouslyforthe approach used in 2021 through 2024. 2021,2022and2023annualincentiveplans.
• changedThe 2025 2024approved adjusted net product revenue and adjusted non-GAAPoperating income targets, excluding Veklury revenue, were above the 2024 2023actual adjusted net product revenue and adjusted non-GAAPoperating income results.
• changedWhen setting the goals, the Committee alsodetermined to continue its 2022 theprocess for itputinplacein2022toseparately assessing assessVeklury performance in whendeterminingincentive plan results, resultsbyapplying a 0.75x to 1.25x modifier to the corporate performance factor whichtheCommitteedeterminedremainedappropriateto reflect Veklury’s thepotential impact ofVekluryperformancewhile maintaining focus on other parts of the business.
• changedAfter considering Gilead’s 2025 2024financial performance within our core businesses, the Committee approved a 1.00x modifier to the corporate performance factor for Veklury, resulting in no change to otherwise earned annual incentive payouts.
• changedBased on this assessment and the achievements described below, our Compensation and Talent Committee certified an overall corporate performance factor of 134% 123%of target for our Named Executive Officers, other than Ms. Telman, who received a pro-rated target annual bonus payout pursuant to the Gilead Sciences, Inc. Severance Plan. Officers.
• changedMetric(1) MetricWeighting Threshold Target Maximum Performance Factor Resulting Payout Percentage Adjusted Net Product Revenue 150% 52.5% Adjusted (1)140%42%Non-GAAPOperating Income (2)150% 37.5% 30%Financial Results 90.0% 72%
• newMetric Overall Weighting Actual Performance Factor Resulting Payout Percentage Pipeline Introduce nine new molecular entities (“NMEs”) into the Development portfolio and achieve key pipeline milestones ► Introduced a total of 9 NMEs into the Development portfolio as of year-end ► Filed PURPOSE 1 & 2 in 8 geographies ► Completed ASCENT-03 topline progression-free survival (PFS) primary readout in May 2025 with sBLA completed in September 2025 ► Completed ASCENT-04 PFS readout in April 2025 ► Achieved ISLEND-1&2 last patient in May 2025, ahead of schedule ► Achieved Next Gen Lymphoma first site activation in Q4 ► Filed BLA for iMMagine-1 in Q4 110% 22% Product Achieve commercialization launch milestones ► Achieve Len4PrEP total U.S. patients of 8,700 as of November 2025 ► Achieve Livdelzi total U.S. patients of 5,400 as of December 2025 ► Achieved 7,276 Len4PrEP U.S. patients as of November 2025, resulting in below target achievement ► Treated 5,852 Livdelzi total patients as of December 2025, resulting in maximum achievement 104% 10% People Foster employee engagement and inclusion ► Conducted a global employee survey which showed a 4% increase in overall employee engagement and a 5% increase in employee belonging compared to 2024 120% 12% Pipeline, Product and People Results 44% Overall Corporate Performance Factor 134%
• changed2026 2025Proxy Statement 59
• changedOther than with respect to our Chief Executive Officer, whose annual incentive opportunity was based entirely on corporate performance, our Compensation and Talent Committee also considered Named Executive Officers’ theindividual contributions ofourNamedExecutiveOfficersto the achievement of key research and development, commercial, financial and operational objectives. objectivesthatsupportedourcorporategoals.
• changedThe Committee focused on both the results against the individual performance objectives that supported our corporate goals and the officer’s demonstration of our Core Values – Integrity, Inclusion, Accountability,Excellence, Teamwork Inclusion,Integrityand Accountability Teamwork– and our Leadership Commitments, as described above. totheleft.
• changedAchievement of withrespecttothe individualperformancefactors could range from 0% to 150% and reflect the extent to which each Named Executive Officer’s personal contributions were determined to benefit our overall corporate performance, to exceed or fall short of the officer’s individual objectives for the year and to model our Core Values and Leadership Commitments.
• newThe table below summarizes select achievements for each Named Executive Officer, other than our Chief Executive Officer and Ms. Telman, who received a pro-rated target annual bonus payout pursuant to the Gilead Sciences, Inc. Severance Plan as described below.
• changedExecutive Officer Select 2025 2024Achievements Mr. Dickinson Chief Financial Officer ► Mr. Dickinson continues to lead Gilead in maintaining a strong focus on financial discipline and long-term operational efficiency.
• changedIn 2025, Gilead 2024,theCompanygenerated $10.0 $10.8billion in operating cash flow, returned $5.9 $5.1billion to shareholders through dividends and share repurchases, and optimized its capital structure by repaying $1.75 billion in debt. debtwhileissuing$3.5billioninnewdebtviaabondoffering.
• new► In 2025, with Mr. Dickinson’s guidance, Gilead’s Corporate Development team executed 15 transactions to continue building our R&D portfolio, including addition of LEO Pharma’s STAT6 degrader, acquisition of Interius BioTherapeutics, and strategic collaboration with Kymera and OncoNano, among others.
• new► Under Mr. Dickinson’s leadership, Gilead IT prioritized consolidating core platforms, accelerating cloud and AI adoption, and enhancing employee experience—achieving 93% on-time delivery.
• newThe foundation for transformative technologies is now in place with a majority of the enterprise on one SAP S4 instance and the Enterprise AI & Technology strategy delivering early milestones to rapidly adopt and scale AI.
• new► Additionally, the Corporate Operations team continues to deliver major capital projects on time and on budget – achieving key milestones for the new ground-up research facility, building new biologics-enabling lab capabilities in Foster City, California, and optimizing our global footprint for efficiency and sustainability.
• changedExecutive Officer Select 2025 2024Achievements Ms. Mercier Chief Commercial and Corporate Affairs Officer ► In 2025, 2024,with a focus on commercial execution, Ms. Mercier and the Gilead Commercial organization exceeded budget targets expectationsby driving strong performance across Gilead’s innovative portfolio, inkeystrategicareas,including HIV, oncology, and liver disease andCOVID-19treatments,while proactively planning for external challenges to our core business, such as the impact of the Inflation Reduction Act and negotiating the Most-Favored-Nation agreement to best position Gilead for inthe future. UnitedStates.
• new► Ms. Mercier led the successful U.S. launch of Yeztugo (lenacapavir), the first twice-yearly option for HIV prevention, achieving >85% U.S. payer access roughly three months ahead of schedule, with expectations to reach 90% by mid-2026, while preparing for its future launches globally.
• newHer team was key in securing Gilead’s partnerships with the Global Fund as well as with the U.S. State Department and PEPFAR to deliver lenacapavir for HIV prevention for up to two million people in primarily low- and lower-middle income countries.

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