UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 17, 2024

GILEAD SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19731	94-3047598
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

333 Lakeside Drive, Foster City, California

(Address of principal executive offices)

94404

(Zip Code)

650-574-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value, $0.001 per share		GILD		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02       

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced by Gilead Sciences, Inc., a Delaware corporation (the “Company”), Merdad V. Parsey, M.D., Ph.D., the Company’s Chief Medical Officer, will leave the Company following a transition. On December 12, 2024, the Company announced Dietmar Berger, M.D., Ph.D., will succeed Dr. Parsey as Chief Medical Officer, effective as of January 2, 2025. Dr. Parsey has agreed to remain with the Company as a Senior Advisor through the first quarter of 2025, at which point his employment with the Company will be terminated without cause.

Item 9.01

Financial Statements and Exhibits.

(d)          Exhibits

The following exhibit 99.1 is furnished pursuant to this Item 9.01.

Exhibit

Number

Description

99.1

Press Release by Gilead Sciences, Inc. dated December 12, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GILEAD SCIENCES, INC.
	(Registrant)

	/s/ Deborah H. Telman
	Deborah H. Telman
	EVP, Corporate Affairs, General Counsel and Corporate Secretary

Date: December 12, 2024

Exhibit 99.1

CONTACTS:

Ashleigh Koss, Media

[email protected]

Jacquie Ross, Investors

[email protected]

GILEAD SCIENCES APPOINTS DIETMAR BERGER, MD, PHD, AS CHIEF MEDICAL OFFICER

Foster City, Calif., Dec. 12, 2024 – Gilead Sciences, Inc. (Nasdaq: GILD) today announced that Dietmar Berger, MD, PhD, will join the company on January 2, 2025, as Chief Medical Officer and will become a member of Gilead’s senior leadership team. Dr. Berger succeeds Merdad Parsey, MD, PhD.

Dr. Berger is a board-certified internist, hematologist and oncologist who brings more than 25 years of extensive experience in developing and delivering innovative medicines across a broad range of therapeutic areas. He will assume responsibility for the Company’s leading virology, oncology and inflammation portfolio and will oversee the company’s global Development and Medical Affairs organizations.

“Dietmar’s exceptional leadership in global drug development, his track record in delivering transformational therapies, and the breadth and depth of his experience make him an ideal choice as Gilead’s Chief Medical Officer,” said Daniel O’Day, Chairman and Chief Executive Officer of Gilead. “We are delighted to welcome Dietmar to Gilead at a time when we are poised to extend our leadership in virology and deliver on our significant potential in oncology and inflammation. We look forward to having Dietmar take up his role at the beginning of 2025 as we work to strengthen our impact for patients and communities worldwide.”

“I’m honored to join Gilead, an organization I have long admired as an industry leader and one of the world’s most innovative companies, whose transformative therapies have revolutionized the treatment, prevention and cure for some of healthcare’s greatest challenges,” said Dr. Berger. “I am looking forward to working with the talented team at Gilead to continue to advance its promising pipeline and improve health outcomes for communities around the world.”

Most recently, Dr. Berger was the Chief Medical Officer and Global Head of Development at Sanofi, where he led development science, strategy and operations across the company’s therapeutic areas of focus. Prior to Sanofi, Dr. Berger served in senior development roles at Atara, Genentech, Bayer and Amgen.

Across a distinguished career in drug development, Dr. Berger has delivered an impressive track record of successful global filings, including multiple cancer treatments, as well as transformative products in other disease areas including immunology, hematology, oncology, and infectious diseases.

Dr. Berger completed his medical training in Freiburg (Germany), Basel (Switzerland) and Chicago (United States) and holds an MD and PhD from the Albert-Ludwigs University School of Medicine.

About Gilead Sciences

Gilead Sciences, Inc. is a biopharmaceutical company that has pursued and achieved breakthroughs in medicine for more than three decades, with the goal of creating a healthier world for all people. The company is committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, COVID-19, cancer, and inflammation. Gilead operates in more than 35 countries worldwide, with headquarters in Foster City, Calif.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks, uncertainties and other factors, including the risk that Gilead may not complete the leadership transition within currently anticipated timelines or at all; challenges that Gilead may encounter in implementing the leadership transition; the ability of Gilead to realize the full potential of its pipeline; and any assumptions underlying any of the foregoing. These and other risks, uncertainties and factors are described in detail in Gilead’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission. These risks, uncertainties and other factors could cause actual results to differ materially from those referred to in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The reader is cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and is cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements are based on information currently available to Gilead, and Gilead assumes no obligation and disclaims any intent to update any such forward-looking statements.

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Gilead and the Gilead logo are trademarks of Gilead Sciences, Inc., or its related companies.

For more information about Gilead, please visit the company’s website at www.gilead.com, follow Gilead on X/Twitter (@Gilead Sciences) and LinkedIn (@Gilead-Sciences).