Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. Supplemental Indenture On May 20, 2026, 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 an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indent…
Filed May 20, 2026Accepted May 20, 2026, 4:15 PM EDTCIK 882095Accession 0001104659-26-064518
Gilead and Kite Oncology are working to transform how cancer is treated. We are innovating with next-generation therapies, combinations and technologies to deliver improved outcomes for people with cancer. We are purposefully building our oncology portfolio and pipeline to address the greatest gaps in care. From antibody-drug conjugate technologies and small molecules to cell therapy-based approaches, we are creating new possibilities for people with cancer.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Supplemental Indenture
On May 20, 2026, 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 an Eleventh Supplemental
Indenture (the “Eleventh Supplemental Indenture”) to the Indenture between the Parties, dated as of March 30, 2011 (the
“Base Indenture”). The Eleventh Supplemental Indenture relates to the Company’s issuance of (a) $500,000,000 aggregate
principal amount of the Company’s 4.250% Senior Notes due 2028 (the “2028 Notes”), (b) $1,000,000,000 aggregate
principal amount of the Company’s 4.400% Senior Notes due 2029 (the “2029 Notes”), (c) $1,000,000,000 aggregate
principal amount of the Company’s 4.600% Senior Notes due 2031 (the “2031 Notes”) and (d) $500,000,000 aggregate principal
amount of the Company’s 4.900% Senior Notes due 2034 (the “2034 Notes” and, together with the 2028 Notes, the 2029 Notes
and the 2031 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 2028 Notes will pay interest
semi-annually at a rate of 4.250% per annum until May 20, 2028. The 2029 Notes will pay interest semi-annually at a rate of 4.400% per
annum until May 20, 2029. The 2031 Notes will pay interest semi-annually at a rate of 4.600% per annum until May 20, 2031. The 2034 Notes
will pay interest semi-annually at a rate of 4.900% per annum until May 20, 2034.
The Company intends to use
the net proceeds from the sale of the Notes for general corporate purposes, which may include funding for acquisitions, investments, strategic
transactions or other business opportunities.
The Base Indenture and the
Eleventh 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 Eleventh Supplemental Indenture and the Notes, please refer to the Eleventh 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.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01.
Other Information.
Underwriting Agreement
On May 14, 2026, the Company
entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc. and
Citigroup Global Markets Inc., as representatives of the several underwriters listed in Schedule 1 thereto, relating to the issuance and
sale by the Company of the Notes.
The description of the Underwriting
Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The above-mentioned offering
was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-273745). An opinion of counsel
for the Company is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Filed exhibits (1)
EX-4.2 (by filename) tm2615045d1_ex4-2.htm
EX-4.2
3
tm2615045d1_ex4-2.htm
EXHIBIT 4.2
Exhibit
4.2
ELEVENTH SUPPLEMENTAL INDENTURE
GILEAD SCIENCES, INC.
AND
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
AS SUCCESSOR TO
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS
TRUSTEE
Eleventh Supplemental Indenture
Dated as of May 20, 2026
Supplementing the Indenture
Dated as of March 30, 2011
4.250% Senior Notes due 2028 4.400% Senior Notes due 2029
4.600% Senior Notes due
2031
4.900% Senior Notes due
2034
THIS
ELEVENTH SUPPLEMENTAL INDENTURE is entered into as of May 20, 2026 (this “Eleventh Supplemental Indenture”)
by and between Gilead Sciences, Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “Company”),
and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, a national banking association,
as Trustee (herein called the “Trustee”).
RECITALS:
WHEREAS, the Company and the
Trustee have heretofore executed and delivered an Indenture, dated as of March 30, 2011 (as heretofore supplemented, the “Base
Indenture” and, together with this Eleventh Supplemental Indenture, the “Indenture”), providing for the
issuance from t…