Short answer
Gilead Sciences (GILD) filed an 8-K current report with the SEC on April 28, 2026 reporting Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Regulation FD disclosure accompanied by Exhibit 99.1.
Gilead Sciences 8-K event analysis
AI summary of each reported item and its exhibits
Item 7.01 · Regulation FD Disclosure
- Regulation FD disclosure accompanied by Exhibit 99.1
- Information excluded from Exchange Act Section 18 liability
- Exhibit not incorporated by reference into other SEC filings
Item 8.01 · Other Events
- Gilead completed the acquisition on April 28, 2026, making the target a wholly owned subsidiary
- Shareholders received $115 cash per share plus one CVR potentially paying $5 on March 31, 2030
- CVR payment contingent on anito-cel worldwide sales exceeding $6.0 billion by December 31, 2029
- 38,795,604 shares tendered, bringing Gilead’s ownership to approximately 77.2%
- Approximately $7.1 billion used for the acquisition, including equity awards and related payments
Item EX-99.1 · Exhibit EX-99.1
- Arcellx acquisition closed at $115 cash plus $5 CVR per share, implying approximately $7.8 billion equity value
- Gilead gains full ownership of anito-cel and eliminates future profit-share, milestone and royalty obligations
- CVR payable only if cumulative global anito-cel sales reach $6.0 billion through 2029
- Transaction expected to reduce 2026 diluted EPS by approximately $5.57–$5.67, with accretion expected from 2028 subject to FDA approval
- Arcellx became wholly owned and its Nasdaq listing will be delisted
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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