Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indenture

On November 20, 2024, Gilead Sciences, Inc. (the "Company") and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee" and, together with the Company, the "Parties"), entered into a Tenth Supplemental Indenture (the "Tenth Supplemental Indenture") to the Indenture between the Parties, dated as of March 30, 2011 (the "Base Indenture"). The Tenth Supplemental Indenture relates to the Company's issuance of (a) $750,000,000 aggregate principal amount of the Company's 4.80% Senior Notes due 2029 (the "2029 Notes"), (b) $1,000,000,000 aggregate principal amount of the Company's 5.10% Senior Notes due 2035 (the "2035 Notes"), (c) $1,000,000,000 aggregate principal amount of the Company's 5.50% Senior Notes due 2054 (the "2054 Notes") and (d) $750,000,000 aggregate principal amount of the Company's 5.60% Senior Notes due 2064 (the "2064 Notes" and, together with the 2029 Notes, the 2035 Notes and the 2054 Notes, the "Notes"). The Notes were sold in a public offering pursuant to the Company's Registration Statement on Form S-3 (File No. 333-273745).

The 2029 Notes will pay interest semi-annually at a rate of 4.80% per annum until November 15, 2029. The 2035 Notes will pay interest semi-annually at a rate of 5.10% per annum until June 15, 2035. The 2054 Notes will pay interest semi-annually at a rate of 5.50% per annum until November 15, 2054. The 2064 Notes will pay interest semi-annually at a rate of 5.60% per annum until November 15, 2064.

The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment of indebtedness.

The Base Indenture and the Tenth Supplemental Indenture contain certain restrictions, including a limitation that restricts the Company's ability and ability of certain of its subsidiaries to create or incur secured indebtedness, enter into sale and leaseback transactions and consolidate, merge or transfer all or substantially all of the Company's assets and the assets of its subsidiaries, and also requires the Company to offer to repurchase the Notes upon certain change of control events.

The Company may redeem some or all of the Notes at any time and from time to time at the applicable redemption prices described in the form of such notes.

For a complete description of the terms and conditions of the Base Indenture, please refer to the Base Indenture, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the Commission on April 1, 2011 and incorporated herein by reference. For a complete description of the terms and conditions of the Tenth Supplemental Indenture and the Notes, please refer to the Tenth Supplemental Indenture and the forms of each series of Notes, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 4.2, 4.3, 4.4, 4.5 and 4.6, respectively.