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Item 5. Market for Registrant’s Common Equity

2023-02-22 compared with 2022-02-23 · 29 added, 50 removed, 30 unchanged (72% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Nasdaq Global Select Market under the symbol “GILD.”

As of February 17, 2023, we had approximately 1,452 stockholders of record of our common stock.

Performance Graph (1)

The following graph compares our cumulative total stockholder return for the past five years to two indices:

the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and the Nasdaq Biotechnology Index (“NBI Index”).

The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

Comparison of Cumulative Total Return on Investment for the Past Five Years (2)

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(1) This section is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934 (“Exchange Act”) whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

(2) Shows the cumulative return on investment assuming an investment of $100 in our common stock, the NBI Index and the S&P 500 Index on December 31, 2016, and assuming that all dividends were reinvested.

Equity Compensation Plan Information

For the years ended December 31, 2022 and 2021 , we paid quarterly dividends.

We expect to continue to pay quarterly dividends, although the amount and timing of any future dividends are subject to declaration by our Board of Directors.

Additional information is included in Note 14.

Stockholders’ Equity of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table provides certain information with respect to our equity compensation plans in effect as of December 31, 2022:

(in millions, except per share amounts) Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)

Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (1)

(in millions, except per share amounts) Number of Common Shares to be Issued Upon Exercise of Outstanding Options and Rights (1)

Weighted-average Exercise Price of Outstanding Options and Rights (1)

Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

2 unchanged sentences

2022 Equity Incentive Plan 39.1 $ 67.69 100.5

15.2 $ 70.95 74.9

Employee Stock Purchase Plan (2)

1 unchanged sentence

Equity compensation plans not approved by security holders — $ — —

1.6 $ 67.28 6.7

Total 39.1 $ 67.69 103.7

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(1) Does not take into account 22 million restricted stock units, performance share awards or units and phantom shares, which have no exercise price and were granted under our 2004 and 2018 Equity Incentive Plans.

(2) Includes awards and shares previously issuable under The Immunomedics, Inc.

Amended and Restated 2014 Long-Term Incentive Plan (the “Immunomedics Plan”), which was assumed in connection with our acquisition of Immunomedics, Inc.

and subsequently merged into the 2004 Equity Incentive Plan.

(1) Includes 25 million restricted stock units, performance share units and phantom shares.

These awards have no exercise price and are not included in the weighted-average exercise price of outstanding awards.

(2) Under our Employee Stock Purchase Plan, participants are permitted to purchase our common stock at a discount on certain dates through payroll deductions within a pre-determined purchase period.

Accordingly, these numbers are not determinable.

(4) Includes awards and shares issuable under the Forty Seven, Inc.

2018 Equity Incentive Plan, which was assumed in connection with our acquisition of Forty Seven, Inc.

(“Forty Seven”) and subsequently amended and restated as our 2018 Equity Incentive Plan.

Material Features of the Gilead Sciences, Inc.

2018 Equity Incentive Plan

The Forty Seven, Inc.

2018 Equity Incentive Plan was originally established by Forty Seven in June 2018.

In connection with Gilead’s acquisition of Forty Seven in April 2020, Gilead assumed the Forty Seven, Inc.

2018 Equity Incentive Plan, and amended and restated it as the Gilead Sciences, Inc.

2018 Equity Incentive Plan (the “2018 Plan”).

The 2018 Plan is intended to help the Gilead secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of Gilead and any affiliate, and provide a means by which the eligible recipients may benefit from increases in value of Gilead common stock.

From and after April 7, 2020, only employees and consultants of Forty Seven as of immediately prior to such date and employees and consultants of Gilead hired on or following such date are eligible to receive grants of new awards under the 2018 Plan.

The 2018 Plan provides for the award of incentive stock options and non-qualified stock options, each of which must generally have an exercise price equal to at least the fair market value of our common stock on the date of grant;

stock appreciation rights;

restricted stock awards;

restricted stock unit awards;

performance stock awards;

other stock awards;

and performance cash awards.

As of April 7, 2020, the aggregate number of shares of common stock issuable under the 2018 Plan (from and after such date) was 12,069,378.

From and after April 7, 2020, Gilead has granted restricted stock units, performance share awards or units and stock options under the 2018 Plan, and these are the only types of equity awards outstanding under the plan.

As of December 31, 2021, 6.7 million shares of Gilead common stock remained available for issuance under the 2018 Plan.

Performance Graph (1)

The following graph compares our cumulative total stockholder return for the past five years to two indices:

the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and the Nasdaq Biotechnology Index (“NBI Index”).

The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.

Comparison of Cumulative Total Return on Investment for the Past Five Years (2)

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(2) Shows the cumulative return on investment assuming an investment of $100 in our common stock, the NBI Index and the S&P 500 Index on December 31, 2017, and assuming that all dividends were reinvested.

Issuer Purchases of Equity Securities

In the first quarter of 2016, our Board of Directors authorized a $12.0 billion stock repurchase program (the “2016 Program”) under which repurchases may be made in the open market or in privately negotiated transactions.

We made repurchases under the 2016 Program starting in April 2016.

In the first quarter of 2020, our Board of Directors authorized a new $5.0 billion stock repurchase program (the “2020 Program”), which will commence upon the completion of the 2016 Program.

In the first quarter of 2020, our Board of Directors authorized a new $5.0 billion stock repurchase program (“2020 Program”), with no fixed expiration.

Purchases under the 2020 Program may be made in the open market or in privately negotiated transactions.

During 2021, we repurchased and retired 8 million shares of our common stock for $546 million through open market transactions under the 2016 Program.

As of December 31, 2021, the remaining authorized repurchase amount from both programs was $6.3 billion.

The $12.0 billion stock repurchase program authorized by our Board of Directors in the first quarter of 2016 (“2016 Program”) was completed in the fourth quarter of 2022.

We started repurchases under the 2020 Program in December 2022.

As of December 31, 2022, the remaining authorized repurchase amount under the 2020 Program was $4.9 billion.

The table below summarizes our stock repurchase activity for the three months ended December 31, 2022:

Purchased (in thousands) Average

per Share (in dollars) Total Number of

per Share Total Number of

Shares Purchased

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Purchased Under

the Programs (in millions)

the 2016 Program (in millions) Maximum Fair

Value of Shares

that May Yet Be

Purchased Under

the 2020 Program (in millions)

October 1 - October 31, 2022 282 $ 66.91 241 $ 649 $ 5,000

1 unchanged sentence

December 1 - December 31, 2022 3,581 $ 88.02 3,404 $ — $ 4,874

Total 876 (1) $ 68.19 719 (1)

9,651 $ 84.35 9,374

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(1) The difference between the total number of shares purchased and the total number of shares purchased as part of a publicly announced program is due to shares of common stock withheld by us from employee restricted stock awards in order to satisfy applicable tax withholding obligations.

For the years ended December 31, 2021 and 2020 , we paid quarterly dividends.

We expect to continue to pay quarterly dividends, although the amount and timing of any future dividends are subject to declaration by our Board of Directors.

Additional information is included in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations to the Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity