AbbVie (ABBV) 10-K risk factor changes: FY2025 vs FY2024

A significant portion of AbbVie's revenues and operating earnings are derived from [removed: several] [added: two] major products.

Specifically, [removed: Skyrizi, Humira] [added: Skyrizi] and Rinvoq each represented greater than 10% of AbbVie's total net revenues and, in aggregate, these products accounted for approximately [removed: 47%] [added: 42%] of total net revenues in [removed: 2024.][added: 2025.]

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 14 | | |

Products that appear promising in development may fail to reach the market for numerous reasons, [removed: including] [added: including, but not limited to,] failure to demonstrate effectiveness, safety concerns, superior safety or efficacy of competing therapies, failure to achieve positive clinical or pre-clinical outcomes beyond the current standards of care, inability to obtain necessary regulatory approvals or delays in the approval of new products and new indications, limited scope of approved uses, excessive costs to manufacture or the failure to obtain or maintain intellectual property rights, or infringement of the intellectual property rights of others.

| 15 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

In the United States, practices of managed care [removed: groups,] [added: organizations,] and institutional and governmental purchasers, as well as federal laws and regulations related to Medicare and Medicaid, contribute to pricing pressures.

Under the IRA, [removed: the U.S Department of Health and Human Services] [added: HHS] can effectively set prices for certain single-source drugs and biologics reimbursed under Medicare Part B and Part D.

[removed: In] [added: selected Imbruvica as one of 10 medicines subject to government-set prices in Medicare Part D beginning] January [added: 1, 2026, and in January] 2025, [removed: HHS, through the CMS,] selected Vraylar and Linzess as two of [removed: the] 15 medicines subject to government-set prices in Medicare Part D beginning [removed: in] [added: January 1,] 2027.

AbbVie continues to evaluate the impact that [removed: the IRA] [added: pricing and cost-containment related policy developments] may have on the company.

The potential for continuing changes to the health care system in the United States and the increased purchasing power of entities that negotiate on behalf of Medicare, Medicaid and private sector [removed: beneficiaries] [added: beneficiaries, including pharmacy benefit managers (PBMs) and managed care organizations] may result in additional pricing [removed: pressures.][added: pressures and formulary restrictions that limit patient access to our products.]

AbbVie cannot predict with certainty [removed: if] [added: whether] additional government initiatives to contain health care costs or other factors could lead to new or modified regulatory [added: or contractual] requirements that include higher or incremental [removed: rebates] [added: rebates, discounts] or [removed: discounts.][added: other price concessions.]

Other rebate and discount programs arise from contractual agreements with private [removed: payers.][added: payers, including PBMs and managed care organizations.]

Various factors, including market [removed: factors] [added: factors, consolidation among PBMs] and the ability of private payers to control patient access to products, [added: including through formulary management and utilization controls,] may provide payers the leverage to negotiate higher or additional rebates or discounts that could have a material adverse effect on AbbVie's operations.

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 16 | | |

Failure to successfully discover, develop, manufacture and sell biologics—including [removed: Humira,] Skyrizi, [removed: Botox] [added: Botox, Humira] and Creon —could have a negative impact on AbbVie's business and results of operations.

All of these competitors may introduce new products or develop technological advances that compete with AbbVie’s products in therapeutic areas such as immunology, [removed: oncology, aesthetics, neuroscience] [added: neuroscience, oncology] and [removed: eye care.][added: aesthetics.]

[removed: Furthermore, consolidation] among certain pharmaceutical and biotechnology companies can enhance such advantages.

If problems arise during the production of a batch of product, such batch of product may have to be [removed: discarded] [added: discarded,] and AbbVie may experience product shortages or incur added expenses.

| 17 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

[removed: For example, AbbVie may voluntarily provide or be required to provide updated] information on a product's label or narrow its approved indication, either of which could reduce the product's market acceptance.

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 18 | | |

| 19 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

Net revenues outside of the United States made up approximately 24% of AbbVie's total net revenues in [removed: 2024.][added: 2025.]

- [removed: trade protection measures and] import or export licensing requirements;

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 20 | | |

[added: AbbVie could also] experience negative effects on its reported results of operations from acquisition or disposition-related charges, amortization of expenses related to intangibles and charges for impairment of long-term assets.

In [removed: 2024,] [added: 2025,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and Cencora, Inc.) accounted for substantially all of AbbVie's pharmaceutical product sales in the United States.

[removed: If AbbVie] loses its investment grade credit rating or adequate funds are not available on acceptable terms, AbbVie may be unable to fund its expansion, successfully develop or enhance products, or respond to competitive pressures, any of which could negatively affect AbbVie's business.

| 21 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

[added: In addition, AbbVie’s cyber insurance may not be sufficient to] cover the financial, legal, business or reputational losses that may result from an interruption or breach of AbbVie systems or those of our third-party vendors.

Additionally, AbbVie utilizes [removed: artificial intelligence (AI)] [added: AI] and other emerging technologies in select applications to support its operations.

As of December 31, [removed: 2024,] [added: 2025,] the carrying value of AbbVie’s developed product rights and other intangible assets was [removed: $60.1] [added: $52.6] billion and the carrying value of AbbVie’s goodwill was [removed: $35.0] [added: $35.6] billion.

This can expose patients to greater risks as the internet is a preferred vehicle for dangerous counterfeit/diverted product offers and scams because of the anonymity it [added: affords.]

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 22 | | |

| 23 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 24 | | |

In August 2023, HHS, through CMS,

In January 2026, Botox was selected as one of 15 medicines subject to government-set prices in Medicare Parts B and D beginning January 1, 2028.

In addition to the pricing mechanisms established under the IRA, governments and other payers may pursue or implement additional approaches intended to reduce pharmaceutical costs, including arrangements or frameworks that reference international prices, most-favored-nation (MFN) concepts, or other comparative pricing methodologies.

Such approaches may be implemented through legislation, regulation, administrative action, negotiated arrangements, or other means, and their scope, structure, and application may continue to evolve.

In January 2026, AbbVie entered into a voluntary agreement with the United States government to provide certain pricing concessions and U.S.-based research and development and capital investments in exchange for exemptions from tariffs and future pricing mandates during the three-year agreement period.

In addition, our pricing concessions and expansion of direct-to-patient offerings may subject AbbVie to new pricing or reimbursement policies that could affect our commercial performance.

Where pricing arrangements incorporate MFN, reference pricing, or similar concepts, AbbVie’s realized pricing, revenues, or commercial flexibility could be affected by factors outside of AbbVie’s control, including changes in applicable policies, methodologies, guidance, or related pricing regimes, as well as interactions with other governmental or private-sector pricing and reimbursement programs.

Such arrangements could also influence pricing expectations or negotiations in other markets or with other payers.

For further discussion of PBM formulary practices and their impact on pricing and patient access, see "Pharmacy benefit managers and other supply chain intermediaries exert significant influence over pricing and patient access to our products" below.

Pharmacy benefit managers and other supply chain intermediaries exert significant influence over pricing and patient access to our products, which could adversely affect our revenues and results of operations.

Consolidation and vertical integration among PBMs, managed care organizations and other supply chain intermediaries has increased their purchasing power and ability to influence formulary placement and reimbursement levels.

A limited number of these entities negotiate pricing, rebates and patient access terms on behalf of health plans and government programs that cover a significant portion of insured patients in the United States.

These entities employ formulary management and utilization tools, including formulary exclusions, step therapy requirements, prior authorization protocols and tiered placement decisions, that could limit or delay patient access to our products, potentially increase patient cost-sharing and/or shift utilization to competing therapies.

Unfavorable formulary decisions and increased utilization management restrictions could reduce prescription volumes and adversely affect our revenues.

Further changes in formulary placement or access restrictions implemented by these intermediaries could occur with limited advance notice and may be difficult to predict or mitigate.

PBM business practices, rebate structures and pricing arrangements are also subject to change as a result of enforcement actions, regulatory settlements, legislation or other government actions.

Government-mandated changes to PBM rebate methodologies, formulary design or pricing transparency practices could affect our contractual arrangements with PBMs, alter manufacturer-PBM economic relationships or shift costs to manufacturers.

Additionally, these entities may negotiate higher or additional rebates, discounts, administrative fees or other price concessions that could adversely affect our revenues and results of operations.

Trade restrictions, tariffs, and other changes in global trade policy could increase costs, disrupt supply chains, and adversely affect AbbVie’s business and results of operations.

AbbVie operates in a global environment and relies on complex international supply chains for the development, manufacture, and distribution of its products, including the sourcing of active pharmaceutical ingredients and key materials.

Changes in global trade policy, including the potential imposition of import or export tariffs, trade restrictions, or other measures affecting pharmaceutical products or related inputs, could increase manufacturing and procurement costs, reduce margins or disrupt supply continuity.

If AbbVie is unable to substantially mitigate or offset increased costs or disruptions resulting from such measures through pricing adjustments, operational changes, or alternative sourcing arrangements, it may have an adverse effect on AbbVie’s business and results of operations.

Furthermore, consolidation

For example, AbbVie may voluntarily provide or be required to provide updated

The 340B Drug Pricing Program requires participating manufacturers to offer discounts to covered entities and growth in entities claiming entitlement to 340B pricing has increased the portion of our sales subject to such discounts.

Manufacturer policies designed to improve program integrity have been subject to enforcement actions and legal challenges under federal and state laws.

Adverse outcomes in 340B-related litigation or significant changes to our 340B approach could adversely affect our revenues and results of operations.

If AbbVie

The healthcare and biopharmaceutical industries remain targets of cybersecurity threats due to the value and sensitivity of the data they hold.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 25 | | |  \| *2025 Form 10-K* | | | | | | | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | *2025 Form 10-K* \|  | | | 26 | | |

Humira has faced competition from biosimilar products in the United States following the loss of exclusivity in 2023.

AbbVie anticipates such loss will continue to cause a significant decline in Humira's revenue and could adversely affect AbbVie’s revenues and operating earnings.

In August 2023, HHS, through the CMS, selected Imbruvica as one of the first 10 medicines subject to government-set prices beginning in 2026.

In August 2024, the CMS published Medicare Part D prices that will be applicable to these medicines, including Imbruvica, beginning January 1, 2026.

AbbVie could also

To date, neither AbbVie’s business nor operations have been materially impacted by such incidents, however, the healthcare industry remains a target of cyber-attacks.

In addition, AbbVie’s cyber insurance may not be sufficient to

affords.

This commentary should be read in conjunction with the Consolidated Financial Statements and accompanying notes appearing in Item 8, "Financial Statements and Supplementary Data." This section of Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, [removed: oncology, aesthetics, neuroscience] [added: neuroscience, oncology] and [removed: eye care.][added: aesthetics.]

See Note [removed: 5] [added: 2 and Note 7] to the Consolidated Financial Statements for additional [removed: information on the acquisition.][added: information.]

[removed: On February 13, 2025, the board of directors of AbbVie unanimously elected Mr. Michael to succeed Mr.] Gonzalez as Chairman of the board of directors, effective July 1, 2025, at which time Mr. Gonzalez [removed: will retire] [added: retired] from the board.

See Note [removed: 5] [added: 10] to the Consolidated Financial Statements for additional information [removed: on] [added: regarding] the [removed: acquisition.][added: company's short-term borrowings.]

Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the [removed: market] [added: market,] works through largely centralized national payers systems to agree on reimbursement terms.

AbbVie operates as a single global business [removed: segment and has approximately 55,000 employees.][added: segment.]

| [removed: 33] [added: 35] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

[removed: 2025] [added: 2026] Strategic Objectives

AbbVie intends to execute its strategy and advance its mission in a number of ways, including: (i) maximizing the benefits of a diversified revenue base with multiple long-term growth drivers; (ii) leveraging AbbVie's commercial strength and international infrastructure across therapeutic [removed: areas and] [added: areas,] ensuring strong commercial execution of new product [removed: launches;] [added: launches as well as continued investment in key on-market products;] (iii) continuing to invest in and expand its pipeline in support of opportunities [removed: in] [added: across our core areas of] immunology, [removed: oncology, aesthetics, neuroscience] [added: neuroscience, oncology] and [removed: eye care] [added: aesthetics] as well as [removed: continued investment in key on-market products;] [added: new sources of growth such as obesity;] (iv) generating substantial operating cash flows to support [removed: investment] [added: investments] in innovative research and [removed: development,] [added: development] and [removed: return] [added: returning] cash to shareholders via a strong and growing dividend while [removed: also continuing to repay debt.][added: maintaining a strong investment grade credit rating.]

In addition, AbbVie anticipates several regulatory [removed: submissions] [added: submissions, approvals] and data readouts from key clinical trials in the next 12 months.

- Maximizing revenue growth of our key on-market products, including Skyrizi, Rinvoq, [removed: Venclexta, Elahere,] Vraylar, [added: Botox Therapeutic,] Ubrelvy, Qulipta, [removed: Vyalev/Produodopa,] [added: Vyalev, Venclexta, Elahere,] Botox [added: Cosmetic] and Juvederm Collection.

- The favorable impact of pipeline products and indications recently approved or currently under regulatory review where approval is expected in [removed: 2025.][added: 2026.]

[removed: 2024] [added: 2025] Financial Results

The company's financial performance in [removed: 2024] [added: 2025] included delivering worldwide net revenues of [removed: $56.3] [added: $61.2] billion, operating earnings of [removed: $9.1] [added: $15.1] billion, diluted earnings per share of [removed: $2.39] [added: $2.36] and cash flows from operations of [removed: $18.8] [added: $19.0] billion.

Worldwide net revenues increased by [removed: 4%] [added: 9%] on a reported and [removed: 5%] on a constant currency basis.

[removed: Diluted earnings per share in 2024 was $2.39 and] [added: Financial results for 2025 also] included the following [removed: after-tax] costs: (i) [removed: $6.5] [added: $7.4] billion related to the amortization of intangible assets; (ii) [removed: $3.7] [added: $6.5] billion for the change in fair value of contingent consideration liabilities; (iii) [removed: $3.5 billion] [added: $847 million] related to intangible asset impairment; [added: and] (iv) [removed: $978] [added: $276] million of acquisition and integration [removed: expenses; and (v) $721 million for charges related to litigation matters.][added: expenses.]

In [removed: 2023, Imbruvica] [added: January 2026, Botox] was selected as one of [removed: the first 10] [added: 15] medicines subject to government-set prices [added: in Medicare Parts B and D] beginning in [removed: 2026.][added: 2028.]

In [removed: January 2025, HHS, through] [added: 2023,] the [removed: CMS,] [added: U.S. Department of Health and Human Services, through Centers for Medicare and Medicaid Service,] selected [added: Imbruvica as one of 10 medicines subject to government-set prices in Medicare Part D beginning in 2026 and in 2025, selected] Vraylar and Linzess as two of [removed: the] 15 medicines subject to government-set prices [added: in Medicare Part D] beginning in 2027.

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 34 | | |

[removed: AbbVie's] [added: AbbVie’s] pipeline currently includes approximately 90 compounds, devices or indications in development individually or under collaboration or license [removed: agreements and is focused on important specialties including immunology, oncology, aesthetics, neuroscience and eye care.][added: agreements.]

Of these programs, approximately [removed: 50] [added: 60] are in mid- and late-stage development.

- In [removed: April 2024,] [added: August 2025,] AbbVie announced positive [removed: top-line] [added: topline] results from [removed: the head-to-head] [added: Study 1 of its] Phase [removed: 3b/4 Level-Up] [added: 3 UP-AA] trial [removed: evaluating] [added: for] Rinvoq [removed: compared to dupilumab] [added: as a monotherapy] in [removed: adolescent and] adult [added: and adolescent] patients with [removed: moderate to] severe [removed: atopic dermatitis.][added: AA.]

- In [removed: July 2024,] [added: February 2026,] AbbVie announced [removed: that it submitted] [added: the submission of] applications for a new indication to the [added: U.S.] FDA and [removed: European Medicines Agency (EMA)] [added: EMA] for Rinvoq for the treatment of adult [added: and adolescent] patients with [removed: GCA.][added: non-segmental vitiligo.]

- In [removed: June 2024,] [added: October 2025,] AbbVie announced that the [added: U.S.] FDA approved [removed: Skyrizi] [added: a supplemental New Drug Application (sNDA) that updates the indication statement] for [added: Rinvoq for the treatment of] adults with moderately to severely active ulcerative colitis [removed: (UC).][added: and moderately to severely active Crohn's disease.]

| [removed: 35] [added: 37] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 36 | | |

| [removed: 37] [added: 39] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

| years ended (dollars in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| United States | | | $ | [removed: 43,029] [added: 46,603] | | | | | $ | [removed: 41,883] [added: 43,029] | | | | | $ | [removed: 45,713] [added: 41,883] | | | | | [removed: 2.7] [added: 8.3] | | % | | | | [removed: (8.4)] [added: 2.7] | | % | | | | [removed: 2.7] [added: 8.3] | | % | | | | [removed: (8.4)] [added: 2.7] | | % |

| International | | | [removed: 13,305] [added: 14,557] | | | | | | [removed: 12,435] [added: 13,305] | | | | | | [removed: 12,341] [added: 12,435] | | | | | | [removed: 7.0] [added: 9.4] | | % | | | | [removed: 0.8] [added: 7.0] | | % | | | | [removed: 11.1] [added: 9.2] | | % | | | | [removed: 3.4] [added: 11.1] | | % |

| Net revenues | | | $ | [removed: 56,334] [added: 61,160] | | | | | $ | [removed: 54,318] [added: 56,334] | | | | | $ | [removed: 58,054] [added: 54,318] | | | | | [removed: 3.7] [added: 8.6] | | % | | | | [removed: (6.4)] [added: 3.7] | | % | | | | [removed: 4.6] [added: 8.5] | | % | | | | [removed: (5.9)] [added: 4.6] | | % |

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 38 | | |

| years ended December 31 (dollars in millions) | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Humira | | | United States | | | | | | $ | [removed: 7,142] [added: 3,062] | | | | | $ | [removed: 12,160] [added: 7,142] | | | | | $ | [removed: 18,619] [added: 12,160] | | | | | [removed: (41.3)] [added: (57.1)] | | % | | | | [removed: (34.7)] [added: (41.3)] | | % | | | | [removed: (41.3)] [added: (57.1)] | | % | | | | [removed: (34.7)] [added: (41.3)] | | % |

| | | | International | | | | | | [removed: 1,851] [added: 1,478] | | | | | | [removed: 2,244] [added: 1,851] | | | | | | [removed: 2,618] [added: 2,244] | | | | | | [removed: (17.5)] [added: (20.2)] | | % | | | | [removed: (14.3)] [added: (17.5)] | | % | | | | [removed: (13.2)] [added: (19.5)] | | % | | | | [removed: (11.8)] [added: (13.2)] | | % |

| | | | Total | | | | | | $ | [removed: 8,993] [added: 4,540] | | | | | $ | [removed: 14,404] [added: 8,993] | | | | | $ | [removed: 21,237] [added: 14,404] | | | | | [removed: (37.6)] [added: (49.5)] | | % | | | | [removed: (32.2)] [added: (37.6)] | | % | | | | [removed: (36.9)] [added: (49.4)] | | % | | | | [removed: (31.9)] [added: (36.9)] | | % |

| Skyrizi | | | United States | | | | | | $ | [removed: 10,086] [added: 15,202] | | | | | $ | [removed: 6,753] [added: 10,086] | | | | | $ | [removed: 4,484] [added: 6,753] | | | | | [removed: 49.3] [added: 50.7] | | % | | | | [removed: 50.6] [added: 49.3] | | % | | | | [removed: 49.3] [added: 50.7] | | % | | | | [removed: 50.6] [added: 49.3] | | % |

| | | | International | | | | | | [removed: 1,632] [added: 2,360] | | | | | | [removed: 1,010] [added: 1,632] | | | | | | [removed: 681] [added: 1,010] | | | | | | [removed: 61.6] [added: 44.6] | | % | | | | [removed: 48.3] [added: 61.6] | | % | | | | [removed: 65.4] [added: 43.0] | | % | | | | [removed: 50.3] [added: 65.4] | | % |

On February 13, 2025, the board of directors of AbbVie unanimously elected Chief Executive Officer (CEO) Robert A.

Michael to succeed Richard A.

Recent Events

Regulatory Environment

Subsequent to December 31, 2025, AbbVie announced a voluntary agreement with the U.S. government to further advance access and affordability of AbbVie’s products in the U.S. while protecting and investing in U.S. pharmaceutical innovation.

AbbVie will provide low prices in Medicaid and expand affordable, direct-to-patient offerings.

Additionally, AbbVie pledged $100 billion in U.S.-based research and development and capital investments, including manufacturing, over the next decade.

Under this voluntary agreement, the U.S. government has agreed to provide AbbVie a three-year exemption from tariffs and future price mandates.

On July 4, 2025, the United States government signed into law the One Big Beautiful Bill Act of 2025 (2025 Act).

Included within the 2025 Act are provisions that permanently extend certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modify the international tax framework to reduce the tax rate on certain foreign earned income, restore the tax treatment of expensing for domestic research and development costs and bonus depreciation, and allow for full expensing of qualified production property.

In addition, the legislation contains multiple effective dates and transition elections, with certain provisions effective in 2025 and others implemented through 2027.

The 2025 Act also includes certain new health care provisions related to the orphan drug exclusion of the Inflation Reduction Act of 2022, and Medicaid, which have various effective dates.

The new legislation had a favorable impact on cash tax payments in the current year.

U.S. Capital Investment

In 2025, AbbVie announced the start of construction of a new active pharmaceutical ingredient facility in Illinois and an expansion of biologics manufacturing and research and development capacity in Massachusetts.

In January 2026, AbbVie announced that it entered into an agreement to acquire a device manufacturing facility in Arizona.

These projects are part of AbbVie's plan to increase capital investment in the U.S. to broadly support innovation and expand critical manufacturing capabilities and capacity.

Intellectual Property Protection and Regulatory Exclusivity

In September 2025, AbbVie announced the settlement of litigation with all generic manufacturers that filed abbreviated new drug applications with the U.S. Food and Drug Administration (FDA) for generic versions of upadacitinib tablets, which AbbVie markets as Rinvoq.

Given the settlement and license agreements, which are subject to standard acceleration provisions, assuming pediatric exclusivity is granted, no generic entry for any Rinvoq tablets is expected prior to April 2037 in the United States.

The company’s pipeline is focused on such important therapeutic areas as immunology, neuroscience, oncology and aesthetics and other specialties, including obesity.

- In April 2025, AbbVie announced that the European Commission (EC) granted marketing authorization to Rinvoq for the treatment of giant cell arteritis (GCA) in adult patients.

- In April 2025, AbbVie announced that the U.S. FDA approved Rinvoq for the treatment of GCA in adult patients.

- In July 2025, AbbVie announced positive topline results from Study 2 of its Phase 3 UP-AA trial for Rinvoq as a monotherapy in adults and adolescents with severe alopecia areata (AA).

The updated indication allows the use of Rinvoq prior to the use of tumor necrosis factor (TNF) blocking agents in patients for whom use of these treatments is clinically inadvisable and who have received at least one approved systemic therapy.

- In October 2025, AbbVie announced positive topline results from the Phase 3b/4 head-to-head SELECT-SWITCH study evaluating the efficacy and safety of Rinvoq compared to Humira in adult patients with moderate to severe rheumatoid arthritis (RA), who had an inadequate response or intolerance to a single TNF inhibitor other than Humira.

In the study, Rinvoq demonstrated superiority versus Humira in achieving low disease activity and remission.

- In October 2025, AbbVie announced positive topline results from two replicate Phase 3 studies evaluating the efficacy and safety of Rinvoq in adult and adolescent patients with non-segmental vitiligo.

- In November 2025, AbbVie submitted a marketing authorization application (MAA) to the European Medicines Agency (EMA) for Rinvoq for the treatment of adults and adolescents 12 years and older with severe AA.

Qulipta

- In February 2025, AbbVie initiated a Phase 3 clinical trial to evaluate Qulipta for the preventive treatment of menstrual migraine.

- In June 2025, AbbVie announced positive topline results from its Phase 3 TEMPLE head-to-head study evaluating the tolerability, safety and efficacy of Qulipta compared to the highest tolerated dose of topiramate in adult patients with a history of four or more migraine days per month.

- In December 2025, AbbVie announced results from the Phase 3 ECLIPSE study, evaluating the safety, efficacy and tolerability of Aquipta versus placebo for the acute treatment of migraine in adults.

The study met its primary and key secondary endpoints, with Aquipta demonstrating superiority for achieving pain freedom at two hours after treatment of the first migraine attack.

- In December 2025, AbbVie announced the submission of an application for a new indication to the EMA for Aquipta for the acute treatment of adult patients with migraine.

*•*In September 2025, AbbVie announced the submission of a New Drug Application (NDA) to the U.S. FDA for tavapadon, a novel selective dopamine D1/D5 receptor partial agonist, for the treatment of Parkinson's disease.

Emrelis

- In May 2025, AbbVie announced that the U.S. FDA granted accelerated approval for Emrelis (telisotuzumab vedotin-tllv) for the treatment of adult patients with locally advanced or metastatic, non-squamous non-small cell lung cancer with high c-Met protein overexpression who have received a prior systemic therapy.

Venclexta

- In June 2025, AbbVie announced that the global Phase 3 VERONA trial evaluating Venclexta in combination with azacitidine in the treatment of newly diagnosed higher-risk myelodysplastic syndrome did not meet the primary endpoint of overall survival.

On August 1, 2024, AbbVie completed the acquisition of Cerevel Therapeutics Holdings, Inc. (Cerevel Therapeutics).

The acquisition complements AbbVie’s neuroscience portfolio, adding a wide range of potentially best-in-class assets that may transform standards of care across psychiatric and neurological disorders where significant unmet needs remain for patients.

Subsequent to the acquisition date, AbbVie's consolidated financial statements include the assets, liabilities, operating results and cash flows of Cerevel Therapeutics.

On July 1, 2024, Robert A.

Michael, AbbVie's then President and Chief Operating Officer, succeeded Richard A.

Gonzalez as the company's Chief Executive Officer (CEO).

Mr. Gonzalez, who has served as CEO since the company's formation in 2013, retired from the role of CEO and became Executive Chairman of the board of directors, effective July 1, 2024.

Additionally, the board has appointed Mr. Michael as a member of the board of directors effective July 1, 2024.

On February 12, 2024, AbbVie completed the acquisition of ImmunoGen, Inc. (ImmunoGen).

The acquisition of ImmunoGen further builds on AbbVie's existing solid tumor pipeline of novel targeted therapies and next-generation immuno-oncology assets, which have the potential to create new treatment possibilities across multiple solid tumors and hematologic malignancies.

AbbVie and ImmunoGen's combined capabilities represent an opportunity to deliver potentially transformative antibody-drug conjugate (ADC) therapies to patients.

Subsequent to the acquisition date, AbbVie's consolidated financial statements include the assets, liabilities, operating results and cash flows of ImmunoGen.

- Continuing to effectively manage the impact of Humira biosimilar erosion.

These costs were partially offset by an income tax benefit of $1.8 billion primarily related to the settlement of income tax examinations.

Regulation

In 2024, the CMS published Medicare Part D prices that will be applicable to the 10 selected drugs, including Imbruvica, beginning in 2026.

The effect of reducing prices and reimbursement for certain of our products would significantly impact our results of operations.

- In January 2024, AbbVie initiated a Phase 3 clinical trial to evaluate Rinvoq in adults and adolescents with non-segmental vitiligo who are eligible for systemic therapy.

- In April 2024, AbbVie announced positive top-line results from its Phase 3 SELECT-GCA trial for Rinvoq in combination with a 26-week steroid taper regimen in patients with giant cell arteritis (GCA) achieved its primary endpoint.

In the study, Rinvoq demonstrated superiority to dupilumab on the primary endpoint and all ranked secondary endpoints.

- In June 2024, AbbVie announced that the U.S. Food and Drug Administration (FDA) has approved Rinvoq for the treatment of pediatric patients two years of age and older with active polyarticular juvenile idiopathic arthritis (pJIA) as well as psoriatic arthritis (PsA), provided they have had an inadequate response or intolerance to one or more tumor necrosis factor (TNF) blockers.

Skyrizi

- In July 2024, AbbVie announced that the European Commission (EC) approved Skyrizi for the treatment of adult patients with moderately to severely active UC who have had an inadequate response to, lost response to, or were intolerant to conventional therapy or a biologic therapy.

Lutikizumab

- In January 2024, AbbVie announced Phase 2 results showing adults with moderate to severe hidradenitis suppurativa (HS) who had previously failed anti-TNF therapy who received lutikizumab achieved higher response rates than placebo in the primary endpoint of achieving HS Clinical Response at week 16.

- In July 2024, AbbVie initiated a Phase 3 clinical trial to evaluate lutikizumab in adult and adolescent patients with moderate to severe HS.

- In March 2024, AbbVie initiated a Phase 3 clinical trial to evaluate Epkinly in combination with rituximab and lenalidomide in patients with previously untreated follicular lymphoma (FL).

- In June 2024, AbbVie announced that the FDA approved Epkinly for the treatment of adults with relapsed or refractory (R/R) FL after two or more lines of prior therapy.

This indication is approved under the FDA's Accelerated Approval program based on overall response rate (ORR) and durability of response.

Continued approval for this indication may be contingent upon verification and description of clinical benefit in a confirmatory trial.

- In August 2024, AbbVie announced that the EC granted conditional marketing authorization for Tepkinly as a monotherapy for the treatment of adult patients with R/R FL after two or more lines of prior therapy.

Elahere

- In March 2024, AbbVie announced that the FDA granted full approval for Elahere for the treatment of adult patients with folate receptor alpha (FRα)-positive, platinum-resistant epithelial ovarian, fallopian tube or primary peritoneal cancer, who have received one to three prior systemic treatment regimens.

- In June 2024, AbbVie announced positive topline results from the Phase 2 PICCOLO trial evaluating Elahere monotherapy in heavily pre-treated patients with FRα-positive, platinum-sensitive ovarian cancer.

The study met its primary endpoint and no new safety concerns were identified.

- In November 2024, AbbVie announced the EC granted marketing authorization for Elahere for the treatment of adult patients with FRα-positive, platinum-resistant high grade serous epithelial ovarian, fallopian tube or primary peritoneal cancer who have received one to three prior systemic treatment regimens.

Navitoclax

- In April 2024, AbbVie announced its decision to discontinue the Phase 3 TRANSFORM-2 study evaluating navitoclax, a BCL-XL/BCL-2 inhibitor, plus ruxolitinib in patients with R/R myelofibrosis following evaluation of the totality of data from the Phase 3 TRANSFORM-1 trial and feedback from regulators.

ABBV-383

- In June 2024, AbbVie initiated the Phase 3 CERVINO clinical trial to evaluate ABBV-383 monotherapy compared with standard available therapies in adult patients with R/R multiple myeloma who have received at least two lines of prior therapy.

AbbVie's primary net foreign currency exposures are the Euro, [removed: Japanese yen,] Canadian [removed: dollar] [added: dollar, Japanese yen] and British pound.

The following table reflects the total foreign currency forward exchange contracts outstanding at December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| Euro | | | $ | [removed: 10,590] [added: 14,505] | | | | | [removed: 1.094] [added: 1.149] | | | | | | $ | [removed: 183] [added: (443)] | | | | | $ | [removed: 10,707] [added: 10,590] | | | | | [removed: 1.107] [added: 1.094] | | | | | | $ | [removed: (99)] [added: 183] | |

| Canadian dollar | | | 1,042 | | | | | | [removed: 1.365] [added: 1.373] | | | | | | [removed: 39] [added: (11)] | | | | | | [removed: 1,244] [added: 1,042] | | | | | | [removed: 1.329] [added: 1.365] | | | | | | [removed: (8)] [added: 39] | | |

| Japanese yen | | | [removed: 836] [added: 799] | | | | | | [removed: 148.386] [added: 149.220] | | | | | | [removed: 40] [added: 36] | | | | | | [removed: 726] [added: 836] | | | | | | [removed: 139.636] [added: 148.386] | | | | | | [removed: 2] [added: 40] | | |

| British pound | | | [removed: 461] [added: 560] | | | | | | [removed: 1.271] [added: 1.336] | | | | | | [removed: (1)] [added: (2)] | | | | | | [removed: 505] [added: 461] | | | | | | 1.271 | | | | | | (1) | | |

| All other currencies | | | [removed: 2,308] [added: 2,662] | | | | | | n/a | | | | | | [removed: 17] [added: (38)] | | | | | | [removed: 2,742] [added: 2,308] | | | | | | n/a | | | | | | [removed: (31)] [added: 17] | | |

| Total | | | $ | [removed: 15,237] [added: 19,568] | | | | | | | | | | | $ | [removed: 278] [added: (458)] | | | | | $ | [removed: 15,924] [added: 15,237] | | | | | | | | | | | $ | [removed: (137)] [added: 278] | |

The company estimates that a 10% appreciation in the underlying currencies being hedged from their levels against the U.S. dollar, with all other variables held constant, would decrease the fair value of foreign exchange forward contracts by [removed: $1.5] [added: $2.0] billion at December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] the company has unsecured senior Euro notes outstanding, which are exposed to foreign currency risk.

The company estimates that an increase in interest rates of 100 basis points would adversely impact the fair value of AbbVie's interest rate swap contracts by approximately [removed: $140] [added: $81] million at December 31, [removed: 2024.][added: 2025.]

The company estimates that an increase of 100 basis points in long-term interest rates would decrease the fair value of long-term debt by [removed: $4.6] [added: $4.5] billion at December 31, [removed: 2024.][added: 2025.]

| [removed: 49] | | | [removed:  \| *2024 Form 10-K*] | | | [added: *2025 Form 10-K* \| ] | | | [added: 50] | | |

| | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, [removed: oncology, aesthetics, neuroscience] [added: neuroscience, oncology] and [removed: eye care.][added: aesthetics.]

It is [added: a biologic therapy] approved to treat the following autoimmune diseases in the United States, Canada and Mexico (collectively, North [removed: America) and in] [added: America),] the European [removed: Union:][added: Union and Japan:]

| 1 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

It is [removed: a biologic therapy] approved to treat the following autoimmune diseases in North [removed: America,] [added: America and in] the European [removed: Union and Japan:][added: Union:]

| Ulcerative colitis (moderate to severe) | | | | | | [removed: U.S., Canada,] [added: North America,] European Union, Japan | | |

In psoriatic disease [removed: (psoriasis] [added: (plaque psoriasis] or psoriatic arthritis), Skyrizi is administered as a quarterly subcutaneous injection following two induction doses.

When administered for Crohn’s disease and ulcerative colitis, Skyrizi is given [removed: in] [added: as] three induction doses via IV infusion, followed by subcutaneous injection via an on-body injector every eight weeks.

| Non-radiographic axial spondyloarthritis | | | | | | [removed: U.S., Canada,] [added: North America,] European Union, Japan | | |

In the United States, Rinvoq is indicated for the treatment of moderate to severe active rheumatoid arthritis, [removed: for] active [removed: psoriatic arthritis in adults and children 2 years of age and older, for] [added: ankylosing spondylitis, active non-radiographic axial spondyloarthritis,] moderate to severe [removed: active] ulcerative [removed: colitis, for active ankylosing spondylitis] [added: colitis] and [removed: for] [added: moderate to severe] active [removed: non-radiographic axial spondyloarthritis] [added: Crohn's disease] in adult patients who have an inadequate response or intolerance to one or more [removed: TNF] [added: tumor necrosis factor (TNF)] blockers.

It is also indicated for the treatment of [removed: Crohn's disease in adult patients who have an inadequate response or intolerance to one or more TNF blockers and for moderate to severe atopic dermatitis in] adults and [removed: children] [added: adolescents] 12 years of age and older [added: with moderate to severe atopic dermatitis] whose disease is not adequately controlled with other systemic drug products, including biologics, or when use of those therapies are inadvisable.

In the European Union, Rinvoq is indicated for the treatment of moderate to severe [added: active] rheumatoid arthritis [removed: in adults, for] [added: and] active psoriatic arthritis in [removed: adults] [added: adult patients] who have an inadequate response or intolerance to disease-modifying anti-rheumatic medicines [removed: (DMARDs), and for active axial spondyloarthritis in adults.][added: (DMARDs).]

It is also indicated for the treatment of [added: moderate to severe active ulcerative colitis and] Crohn's disease in adult patients who have an inadequate response or [removed: intolerance] [added: were intolerant] to [removed: one] [added: either conventional therapy] or [removed: more TNF blockers and for moderate to severe atopic dermatitis in adults and children 12 years of age and older, and for moderately to severely active ulcerative colitis in adults.][added: a biologic agent.]

[removed: RINVOQ] [added: Rinvoq] is sold in numerous other markets [removed: worldwide, including China, Brazil, and Australia.][added: worldwide.]

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 2 | | |

[removed: *Venclexta/Venclyxto.*] [added: *Venclexta.*] Venclexta (venetoclax) is a B-cell lymphoma 2 (BCL-2) inhibitor used to treat blood cancers.

Aesthetics products. AbbVie’s Aesthetics portfolio consists of facial injectables, plastics and regenerative medicine, body contouring and skincare products, which hold market-leading positions in the [removed: U.S.] [added: United States] and in key markets around the world.

*Botox Cosmetic.* Botox Cosmetic [added: (onabotulinumtoxinA)] is an acetylcholine release inhibitor and a neuromuscular blocking agent indicated for treatment in four areas: temporary improvement in the appearance of moderate to severe glabellar lines (frown lines between the eyebrows), moderate to severe crow's feet, moderate to severe forehead lines in adults and moderate to severe platysma bands.

[removed: *The Juvederm Collection of Fillers.* The] [added: *Juvederm Collection.*] Juvederm Collection [removed: of Fillers] is a portfolio of hyaluronic acid-based dermal fillers with a variety of approved indications in the U.S. and in other major markets around the world to augment or treat volume loss in the temples, undereye, cheeks, chin, lips and lower face.

*Botox Therapeutic.* Botox Therapeutic [removed: (onabotulinumtoxinA injection)] [added: (onabotulinumtoxinA)] is an [added: injectable product, an] acetylcholine release inhibitor and a neuromuscular blocking [removed: agent that is injected into muscle tissue.][added: agent.]

In the United States, it is approved to treat numerous indications, including chronic migraine, overactive bladder in adults who have an inadequate response to an anticholinergic [removed: medication,] [added: medication] and urinary incontinence due to detrusor overactivity associated with a neurologic condition in adults who have an inadequate response to an anticholinergic medication.

In addition, Botox Therapeutic is approved to treat spasticity in patients two years of age and older, cervical dystonia in [removed: adults,] [added: adults] as well as other conditions.

[removed: AbbVie's] [added: Duodopa (carbidopa and levodopa) is a] levodopa-carbidopa intestinal gel for the treatment of advanced Parkinson's disease is marketed as Duopa in the United States and [added: primarily] as Duodopa outside of the United States.

| 3 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

[removed: *Other neuroscience.* Other neuroscience products include Vyalev/Produodopa,] [added: *Vyalev.* Vyalev (foscarbidopa and foslevodopa) is] a subcutaneous 24-hour infusion of levodopa-based therapy [removed: approved] for the treatment of motor fluctuations in adults with advanced Parkinson's [removed: disease, as well as other products.][added: disease.]

[removed: Ozurdex®] [added: Ozurdex] is commercially available in the United States and numerous markets around the world.

Ganfort is a once daily topical fixed combination of bimatoprost 0.03% and timolol 0.5% for the reduction [removed: of IOP in adult patients with OAG or OHT.]

*Other eye care.* Other eye care products include Refresh/Optive, [removed: Xen] [added: Xen, Durysta] and [removed: Durysta.][added: Restasis.]

[removed: *Mavyret/Maviret.*] [added: *Mavyret.*] Mavyret (glecaprevir/pibrentasvir) is approved in the United States and European Union (Maviret) for the treatment of adult and pediatric patients (12 years and older or weighing at least 45 kilograms) with chronic HCV genotype 1-6 infection without cirrhosis and with compensated cirrhosis (Child-Pugh A).

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | 4 | | |

In [removed: 2024,] [added: 2025,] three wholesale distributors (McKesson Corporation, Cardinal Health, Inc. and Cencora, Inc.) accounted for substantially all of AbbVie's pharmaceutical product sales in the United States.

No individual wholesaler accounted for greater than [removed: 39%] [added: 43%] of AbbVie's [removed: 2024] [added: 2025] gross revenues in the United States.

Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the [removed: market] [added: market,] works through largely centralized national payers systems to agree on reimbursement terms.

For example, AbbVie's immunology products compete with [removed: anti-TNF products,] [added: IL-23 inhibitors, IL-17 inhibitors,] JAK [removed: inhibitors] [added: inhibitors, biosimilars] and other competitive products intended to treat a number of disease states, and AbbVie's oncology products compete with [added: targeted therapies including] BTK [removed: inhibitors] [added: inhibitors, ADCs, cell therapies] and other competitive products intended to treat certain cancers.

In addition, [removed: in the past few years,] a number of other companies have [removed: started to develop, have] successfully developed [removed: and/or are currently marketing] [added: and market] products that are being positioned as competitors to Botox.

Humira faces direct biosimilar competition [removed: globally,] [added: globally] and AbbVie will continue to face competitive pressure from these biologics and from orally administered products.

In the United States, the FDA regulates biologics under the Federal Food, Drug, and Cosmetic Act [removed: (the FFDCA),] [added: (FFDCA),] the Public Health Service Act (PHSA) and the regulations implementing these statutes.

Approval by the FDA is dependent upon many factors, including a showing that the biosimilar is "highly similar" to the original product and has no clinically meaningful differences from the original product in [added: terms of safety, purity and potency.]

| 5 | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

The length of the patent extension is roughly based on [removed: 50 percent] [added: 50%] of the period of time from the filing of an Investigational New Drug Application (NDA) for a compound to the submission of the NDA for such compound, plus [removed: 100 percent] [added: 100%] of the time period from NDA submission to regulatory approval.

The law also includes an extensive process for the innovator biologic and biosimilar manufacturer to litigate patent [added: infringement, validity and enforceability.]

Skyrizi is sold in numerous other markets worldwide.

| Giant cell arteritis | | | | | | U.S., Canada, European Union, Japan | | |

For Crohn's disease and ulcerative colitis, it is additionally approved prior to the use of TNF blockers in patients for whom the use of these treatments is clinically inadvisable and who have received at least one approved systemic therapy.

It is also indicated for the treatment of adult and pediatric patients two years of age and older with active psoriatic arthritis and for the treatment of patients two years of age and older with active polyarticular juvenile idiopathic arthritis who have had an inadequate response or intolerance to one or more TNF blockers.

It is also indicated for the treatment of active non-radiographic axial spondyloarthritis in adult patients who have responded inadequately to nonsteroidal anti-inflammatory drugs (NSAIDs) and for ankylosing spondylitis in adult patients who have responded inadequately to conventional therapy.

Additionally, it is indicated for the treatment of moderate to severe atopic dermatitis in adults and adolescents 12 years of age and older who are candidates for systemic therapy.

Vyalev is commercialized in the United States and in many other markets primarily as Produodopa though brand names vary by region.

*Duodopa*.

It is marketed as Venclexta in the United States and primarily as Venclyxto outside of the United States.

It is marketed as Epkinly in the United States and primarily as Tepkinly outside of the United States.

*Other oncology.* Other oncology products include Emrelis, an ADC used for the treatment of adult patients with locally advanced or metastatic, non-squamous non-small cell lung cancer with high c-Met protein overexpression who have received prior systemic therapy.

of IOP in adult patients with OAG or OHT.

Other key products. AbbVie’s other key products include, among other things, treatments for patients with hepatitis C virus (HCV), exocrine pancreatic insufficiency, hypothyroidism, irritable bowel syndrome with constipation and chronic idiopathic constipation.

Mavyret is also approved in the United States for the treatment of adults and pediatric patients 3 years and older with acute or chronic hepatitis C virus infection.

It is marketed as Mavyret in the United States and primarily as Maviret outside of the United States.

In September 2025, AbbVie settled litigation with all generic manufacturers that filed abbreviated new drug applications with the U.S. FDA for generic versions of upadacitinib tablets.

Given the settlement and license agreements, which are subject to standard acceleration provisions, assuming pediatric exclusivity is granted, no generic entry for Rinvoq tablets is expected prior to April 2037 in the United States.

promotion arrangements, co-development and co-marketing agreements and joint ventures.

Similar to the requirements in Japan and

DRG and PPS entitle a health care facility to a fixed

In January 2026, Botox was selected as one of 15 medicines subject to government-set prices in Medicare Parts B and D beginning January 1, 2028.

marketed in the European Union.

AbbVie has invested significantly in equipping employees with foundational artificial intelligence (AI) skills,

reflecting both the opportunities AI presents and its commitment to supporting employees as work evolves.

Employee engagement consistently remains strong, with survey results holding steady or improving across all measured categories.

AbbVie continues to be recognized among the world’s top places to work.

This engagement supports AbbVie’s mission of making a remarkable impact on people’s lives.

Humira is also approved in Japan for the treatment of intestinal Behçet's disease, generalized pustular psoriasis, and pyoderma gangrenosum.

Humira is sold in numerous other markets worldwide, including Japan, China, Brazil and Australia.

Skyrizi is also approved in Japan for the treatment of erythrodermic psoriasis in patients who have an inadequate response to conventional therapies, for generalized pustular psoriasis, and for palmoplantar pustulosis in patients who have an inadequate response to conventional therapies.

Skyrizi is approved in multiple countries globally, including the United States, Canada and the European Union, for the treatment of moderate to severe plaque psoriasis in adults who are candidates for systemic therapy or phototherapy.

In the United States, a liquid formulation (RINVOQ LQ) is also approved for use in pediatric patients with psoriatic arthritis and polyarticular juvenile idiopathic arthritis.

*Duopa and Duodopa* (carbidopa and levodopa).

*Restasis.* Restasis is a calcineurin inhibitor immunosuppressant indicated to increase tear production in patients whose tear production is presumed to be suppressed due to ocular inflammation associated with keratoconjunctivitis sicca.

Restasis is approved in the United States and a number of other markets in South America, the Middle East and Asia.

Other key products. AbbVie’s other key products include, among other things, treatments for patients with hepatitis C virus (HCV), metabolic and hormone products that target a number of conditions, including exocrine pancreatic insufficiency and hypothyroidism, as well as endocrinology products for the palliative treatment of advanced prostate cancer, treatment of endometriosis and central precocious puberty and for the preoperative treatment of patients with anemia caused by uterine fibroids.

No material portion of AbbVie's business is subject to renegotiation of profits or termination of contracts at the election of the government.

terms of safety, purity and potency.

infringement, validity and enforceability.

Any post-approval

In August 2024, the CMS published Medicare Part D prices that will be applicable to these medicines, including Imbruvica, beginning January 1, 2026.

In January 2025, HHS, through the CMS, selected Vraylar and Linzess as two of the 15 medicines subject to government-set prices

beginning in 2027.

available free of charge through AbbVie's investor relations website (*investors.abbvie.com*) as soon as reasonably practicable after AbbVie electronically files the material with, or furnishes it to, the Securities and Exchange Commission (SEC).

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the [removed: 1,750,076,739] [added: 1,751,219,130] shares of voting stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of AbbVie Inc.'s most recently completed second fiscal quarter (June 30, [removed: 2024),] [added: 2025),] was [removed: $300,173,162,268.][added: $325,061,294,916.]

Portions of the [removed: 2025] [added: 2026] AbbVie Inc. Proxy Statement are incorporated by reference into Part III.

The Definitive Proxy Statement will be filed on or about March [removed: 24, 2025.][added: 23, 2026.]

FOR THE YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

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| [Item [removed: 1C](#i6708ee1102d74ed6ad777bb3194247d4_25)] [added: 1C](#ie62262c59e244c2d87de29d0bdf7867c_25)] | | | [removed: [CYBERSECURITY](#i6708ee1102d74ed6ad777bb3194247d4_25)] [added: [CYBERSECURITY](#ie62262c59e244c2d87de29d0bdf7867c_25)] | | | [removed: [25](#i6708ee1102d74ed6ad777bb3194247d4_25)] [added: [27](#ie62262c59e244c2d87de29d0bdf7867c_25)] | | |

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| [Item [removed: 3.](#i6708ee1102d74ed6ad777bb3194247d4_31)] [added: 3.](#ie62262c59e244c2d87de29d0bdf7867c_31)] | | | [LEGAL [removed: PROCEEDINGS](#i6708ee1102d74ed6ad777bb3194247d4_31)] [added: PROCEEDINGS](#ie62262c59e244c2d87de29d0bdf7867c_31)] | | | [removed: [27](#i6708ee1102d74ed6ad777bb3194247d4_31)] [added: [29](#ie62262c59e244c2d87de29d0bdf7867c_31)] | | |

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| | | | [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i6708ee1102d74ed6ad777bb3194247d4_37)] [added: OFFICERS](#ie62262c59e244c2d87de29d0bdf7867c_37)] | | | [removed: [28](#i6708ee1102d74ed6ad777bb3194247d4_37)] [added: [30](#ie62262c59e244c2d87de29d0bdf7867c_37)] | | |

| [Item [removed: 5.](#i6708ee1102d74ed6ad777bb3194247d4_43)] [added: 5.](#ie62262c59e244c2d87de29d0bdf7867c_43)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i6708ee1102d74ed6ad777bb3194247d4_43)] [added: SECURITIES](#ie62262c59e244c2d87de29d0bdf7867c_43)] | | | [removed: [30](#i6708ee1102d74ed6ad777bb3194247d4_43)] [added: [32](#ie62262c59e244c2d87de29d0bdf7867c_43)] | | |

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| [Item [removed: 7.](#i6708ee1102d74ed6ad777bb3194247d4_49)] [added: 7.](#ie62262c59e244c2d87de29d0bdf7867c_49)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i6708ee1102d74ed6ad777bb3194247d4_49)] [added: OPERATIONS](#ie62262c59e244c2d87de29d0bdf7867c_49)] | | | [removed: [33](#i6708ee1102d74ed6ad777bb3194247d4_49)] [added: [34](#ie62262c59e244c2d87de29d0bdf7867c_49)] | | |

| [Item [removed: 7A.](#i6708ee1102d74ed6ad777bb3194247d4_91)] [added: 7A.](#ie62262c59e244c2d87de29d0bdf7867c_91)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i6708ee1102d74ed6ad777bb3194247d4_91)] [added: RISK](#ie62262c59e244c2d87de29d0bdf7867c_91)] | | | [removed: [49](#i6708ee1102d74ed6ad777bb3194247d4_91)] [added: [50](#ie62262c59e244c2d87de29d0bdf7867c_91)] | | |

| [Item [removed: 8.](#i6708ee1102d74ed6ad777bb3194247d4_94)] [added: 8.](#ie62262c59e244c2d87de29d0bdf7867c_94)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i6708ee1102d74ed6ad777bb3194247d4_94)] [added: DATA](#ie62262c59e244c2d87de29d0bdf7867c_94)] | | | [removed: [50](#i6708ee1102d74ed6ad777bb3194247d4_94)] [added: [51](#ie62262c59e244c2d87de29d0bdf7867c_94)] | | |

| [Item [removed: 9.](#i6708ee1102d74ed6ad777bb3194247d4_199)] [added: 9.](#ie62262c59e244c2d87de29d0bdf7867c_190)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i6708ee1102d74ed6ad777bb3194247d4_199)] [added: DISCLOSURE](#ie62262c59e244c2d87de29d0bdf7867c_190)] | | | [removed: [104](#i6708ee1102d74ed6ad777bb3194247d4_199)] [added: [102](#ie62262c59e244c2d87de29d0bdf7867c_190)] | | |

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| | | | | | | | | | | | | NYSE Texas | | |

Number of common shares outstanding as of February 10, 2026: 1,768,169,012

| [PART I](#ie62262c59e244c2d87de29d0bdf7867c_10) | | | | | | | | |

| [PART II](#ie62262c59e244c2d87de29d0bdf7867c_40) | | | | | | | | |

| [PART III](#ie62262c59e244c2d87de29d0bdf7867c_205) | | | | | | | | |

| [PART IV](#ie62262c59e244c2d87de29d0bdf7867c_223) | | | | | | | | |

| | | | [SIGNATURES](#ie62262c59e244c2d87de29d0bdf7867c_232) | | | [112](#ie62262c59e244c2d87de29d0bdf7867c_232) | | |

| | | | | | | | | | | | | Chicago Stock Exchange | | |

Number of common shares outstanding as of January 31, 2025: 1,765,354,859

| [PART I](#i6708ee1102d74ed6ad777bb3194247d4_10) | | | | | | | | |

| [PART II](#i6708ee1102d74ed6ad777bb3194247d4_40) | | | | | | | | |

| [PART III](#i6708ee1102d74ed6ad777bb3194247d4_214) | | | | | | | | |

| [PART IV](#i6708ee1102d74ed6ad777bb3194247d4_232) | | | | | | | | |

| | | | [SIGNATURES](#i6708ee1102d74ed6ad777bb3194247d4_241) | | | [114](#i6708ee1102d74ed6ad777bb3194247d4_241) | | |

In addition, we have implemented a cybersecurity awareness program designed to educate and train our entire [removed: employee network] [added: workforce] on how to identify and report cybersecurity threats.

| [removed: 25] [added: 27] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

As of December 31, [removed: 2024,] [added: 2025,] cybersecurity risks have not materially affected our business, strategy, results of operations, or financial condition.

Our Chief Information Security Officer and other senior information technology executives also [removed: provides] [added: provide] similar topical updates to the full board of directors at least annually.

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | [removed: 26] [added: 28] | | |

As of December 31, [removed: 2024,] [added: 2025,] AbbVie owns or leases approximately [removed: 602] [added: 600] facilities worldwide, containing an aggregate of approximately [removed: 19.7] [added: 19.4] million square feet of floor space dedicated to production, distribution and administration.

AbbVie's significant manufacturing [removed: facilities] [added: sites] are in the following locations:

AbbVie believes its [removed: facilities] [added: sites] are suitable and provide adequate production capacity for its current and projected operations.

AbbVie also has research and development [removed: facilities] [added: sites] in the United States located at: Abbott Park, Illinois; Branchburg, New Jersey; Cambridge, Massachusetts; Irvine, California; Madison, New Jersey; [added: Madison, Wisconsin;] North Chicago, Illinois; Pleasanton, California; [added: San Diego, California;] South San Francisco, California; Waltham, Massachusetts, and Worcester, Massachusetts.

Outside the United States, AbbVie's principal research and development facilities are located in Ludwigshafen, [removed: Germany.][added: Germany and Oxford, United Kingdom.]

| | | | | | | | | |

| [removed: 27] [added: 29] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

| [removed: Richard] [added: Robert] A. [removed: Gonzalez] [added: Michael] | | | | | | [removed: 71] [added: 55] | | | | | | [removed: Executive] Chairman of the Board and [removed: Retired] Chief Executive Officer | | |

| Scott T. Reents | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Chief Financial Officer | | |

| Nicholas J. Donoghoe, M.D. | | | | | | [removed: 44] [added: 45] | | | | | | Executive Vice President, Chief Business and Strategy Officer | | |

| [removed: Timothy J. Richmond] [added: Demetris D. Crum] | | | | | | [removed: 58] [added: 45] | | | | | | Executive Vice President, Chief Human Resources Officer | | |

| Azita Saleki-Gerhardt, Ph.D. | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President, Chief Operations Officer | | |

| Perry C. Siatis | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President, General Counsel and Secretary | | |

| Jeffrey R. Stewart | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President, Chief Commercial Officer | | |

| Roopal Thakkar, M.D. | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, Research & Development and Chief Scientific Officer | | |

| [removed: Kevin K. Buckbee] [added: David R. Purdue] | | | | | | [removed: 59] [added: 48] | | | | | | Senior Vice President, Controller | | |

Mr. Michael is AbbVie’s [added: Chairman and] Chief Executive Officer, a position he has held since July [removed: 2024, and serves on its Board of Directors.][added: 2025.]

Mr. Michael previously served as [added: Chief Executive Officer starting in 2024 and] President and Chief Operating Officer from July 2023 to June 2024, as Vice Chairman and President from June 2022 to July 2023, as Vice Chairman, Finance and Commercial Operations and Chief Financial Officer from June 2021 to June 2022, as Executive Vice President, Chief Financial Officer from 2019 to 2021, as Senior Vice President, Chief Financial Officer from 2018 to 2019 and as Vice President, Controller from 2017 to 2018.

He [removed: has] previously served as AbbVie’s Senior Vice President, Chief Operating Officer, R&D from 2022 to 2023, as Senior Vice President, Portfolio Innovation from 2021 to 2022, as Senior Vice President, Global Strategy and Operations, Allergan Aesthetics, from 2020 to 2021, and as Senior Vice President, Enterprise Innovation from 2019 to 2020.

Prior to joining [removed: AbbVie in 2019,] [added: AbbVie,] he served as a Partner at McKinsey & Company where he was a leader of the firm's Pharma and Biotechnology practice for over a decade.

Mr. [removed: Richmond] [added: Crum] is AbbVie’s Executive Vice President, Chief Human Resources Officer.

[removed: He] [added: She previously] served as [added: Executive Vice President, Operations from 2018 to July 2023, and as] Senior Vice President, [removed: Human Resources] [added: Operations] from 2013 to 2018.

Mr. [removed: Richmond] [added: Purdue] joined Abbott in [removed: 2006] [added: 2003] and was first appointed as an AbbVie corporate officer in [removed: December 2012.][added: March 2025.]

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | [removed: 28] [added: 30] | | |

[removed: She] [added: He previously] served as [removed: Executive] [added: Senior] Vice President, [added: U.S. Commercial] Operations from 2018 to [removed: July 2023,] [added: 2020] and as [removed: Senior Vice] [added: AbbVie’s] President, [added: U.S. Commercial] Operations from 2013 [removed: to 2018.]

[removed: Mr. Siatis] [added: He] previously served as Senior Vice President, Deputy General Counsel from September 2021 until October 2022.

From 2013 until 2021, Mr. Siatis also served in various roles including as Senior Vice President, Legal and Chief Ethics and Compliance [removed: Officer;] [added: Officer, as] Senior Vice President of Legal Transactions and R&D/Alliance Management and Chief Ethics and Compliance [removed: Officer;] [added: Officer,] and [added: as] Vice President, Biologic Strategic Development and Legal Regulatory.

Dr. Thakkar joined Abbott in 2003 and was first appointed as [removed: a] [added: an AbbVie] corporate officer in December 2023.

Mr. [removed: Buckbee] [added: Purdue] is AbbVie’s Senior Vice President, Controller.

| [removed: 29] [added: 31] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

He previously served as Vice President, Total Rewards from August 2022 to June 2025, as Vice President, Compensation from January 2022 to August 2022, and as Vice President, Business Human Resources for corporate staff functions from August 2020 to January 2022.

Mr. Crum joined AbbVie in 2017 and was first appointed as an AbbVie corporate officer in July 2025.

Prior to joining AbbVie, Mr. Crum held several human resources leadership roles at The Kraft Heinz Company and PepsiCo.

Dr. Donoghoe was first appointed as an AbbVie corporate officer in January 2019 when he joined AbbVie.

to 2018.

He previously served as AbbVie’s Vice President, Controller, Commercial Operations from 2023 to 2025, Vice President, Corporate Treasurer from 2022 to 2023, Vice President, Corporate Financial Planning and Analysis from 2020 to 2022, and Vice President, Allergan Integration from 2019 to 2020.

| Robert A. Michael | | | | | | 54 | | | | | | Chief Executive Officer | | |

Mr. Gonzalez is the Executive Chairman of the Board.

Mr. Gonzalez served as Chairman and Chief Executive Officer of AbbVie from 2013 to June 2024.

He served as Abbott’s Executive Vice President of the pharmaceutical products group from July 2010 to December 2012, and was responsible for Abbott’s worldwide pharmaceutical business, including commercial operations, research and development, and manufacturing.

He also served as President, Abbott Ventures Inc., Abbott’s medical technology investment arm, from 2009 to 2011.

Mr. Gonzalez joined Abbott in 1977 and held various management positions before briefly retiring in 2007, including: Abbott’s President and Chief Operating Officer; President, Chief Operating Officer of Abbott’s Medical Products Group; Senior Vice President and President of Abbott’s former Hospital Products Division; Vice President and President of Abbott’s Health Systems Division; and Divisional Vice President and General Manager for Abbott’s Diagnostics Operations in the United States and Canada.

On February 13, 2025, the Board of Directors of AbbVie unanimously elected Mr. Michael to succeed Mr. Gonzalez as Chairman of the Board of Directors, effective July 1, 2025, at which time Mr. Gonzalez will retire from the Board.

On February 13, 2025, the Board of Directors of AbbVie unanimously elected Mr. Michael to succeed Mr. Gonzalez as Chairman of the Board of Directors, effective July 1, 2025, at which time Mr. Gonzalez will retire from the Board.

Mr. Richmond served as Abbott’s Divisional Vice President of Compensation & Benefits from 2008 to 2012, as Group Vice President of Talent and Rewards from 2007 to 2008 and as Divisional Vice President of Talent Acquisition from 2006 to 2007.

He previously served as Senior Vice President, U.S. Commercial Operations from 2018 to 2020 and as AbbVie’s President, Commercial Operations from 2013 to 2018.

Mr. Buckbee previously served as AbbVie’s Vice President, Controller, Global Commercial Operations from January 2016 until March 2023, and as Vice President, Controller, U.S. Commercial Operations from AbbVie’s separation from Abbott in 2013 until December 2015.

Mr. Buckbee joined Abbott in 1991 and held several positions in the finance organization.

AbbVie's common stock is also listed on the [removed: Chicago Stock Exchange] [added: NYSE Texas] and traded on various regional and electronic exchanges.

There were [removed: 56,544] [added: 58,040] stockholders of record of AbbVie common stock as of [removed: January 31, 2025.][added: February 10, 2026.]

The following graph compares the cumulative total returns of AbbVie, the S&P 500 Index and the NYSE Arca Pharmaceuticals Index for the period from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024.][added: 2025.]

This graph assumes $100 was invested in AbbVie common stock and each index on December 31, [removed: 2019] [added: 2020] and also assumes the reinvestment of dividends.

[removed: ][added: ]

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | [removed: 30] [added: 32] | | |

On October [removed: 30, 2024, AbbVie's] [added: 31, 2025, AbbVie announced that its] board of directors declared an increase in the company’s quarterly dividend from [removed: $1.55] [added: $1.64] per share to [removed: $1.64] [added: $1.73] per share, payable on February [removed: 14, 2025,] [added: 17, 2026,] to stockholders of record as of January [removed: 15, 2025.][added: 16, 2026.]

In addition to AbbVie shares repurchased on the open market under a publicly announced program, if any, these shares also included the shares purchased on the open market for the benefit of participants in the AbbVie Employee Stock Purchase Plan – [removed: 978] [added: 861] in October; [removed: 844] [added: 691] in November; and [removed: 28,292] [added: 24,742] in December.

| October 1, 2025 - October 31, 2025 | | | 861 | | | (1) | | | $ | 228.89 | | (1) | | | — | | | | | | $ | 2,896,110,760 | | | | |

| November 1, 2025 - November 30, 2025 | | | 691 | | | (1) | | | $ | 217.83 | | (1) | | | — | | | | | | $ | 2,896,110,760 | | | | |

| December 1, 2025 - December 31, 2025 | | | 24,742 | | | (1) | | | $ | 224.39 | | (1) | | | — | | | | | | $ | 2,896,110,760 | | | | |

| Total | | | 26,294 | | | (1) | | | $ | 224.36 | | (1) | | | — | | | | | | $ | 2,896,110,760 | | | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2024 - October 31, 2024 | | | 978 | | | (1) | | | $ | 194.17 | | (1) | | | — | | | | | | $ | 3,849,610,303 | | | | |

| November 1, 2024 - November 30, 2024 | | | 844 | | | (1) | | | $ | 202.62 | | (1) | | | — | | | | | | $ | 3,849,610,303 | | | | |

| December 1, 2024 - December 31, 2024 | | | 2,028,292 | | | (1) | | | $ | 173.82 | | (1) | | | 2,000,000 | | | | | | $ | 3,502,031,203 | | | | |

| Total | | | 2,030,114 | | | (1) | | | $ | 173.84 | | (1) | | | 2,000,000 | | | | | | $ | 3,502,031,203 | | | | |

| 31 | | |  \| *2024 Form 10-K* | | | | | | | | |

| [added: 33] | | | [added:  \| *2025 Form 10-K*] | | | [removed: *2024 Form 10-K* \| ] | | | [removed: 32] | | |

| [Consolidated Statements of [removed: Earnings](#i6708ee1102d74ed6ad777bb3194247d4_97)] [added: Earnings](#ie62262c59e244c2d87de29d0bdf7867c_97)] | | | [removed: [51](#i6708ee1102d74ed6ad777bb3194247d4_97)] [added: [52](#ie62262c59e244c2d87de29d0bdf7867c_97)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6708ee1102d74ed6ad777bb3194247d4_100)] [added: Income](#ie62262c59e244c2d87de29d0bdf7867c_100)] | | | [removed: [52](#i6708ee1102d74ed6ad777bb3194247d4_100)] [added: [53](#ie62262c59e244c2d87de29d0bdf7867c_100)] | | |

| [Consolidated Balance [removed: Sheets](#i6708ee1102d74ed6ad777bb3194247d4_103)] [added: Sheets](#ie62262c59e244c2d87de29d0bdf7867c_103)] | | | [removed: [53](#i6708ee1102d74ed6ad777bb3194247d4_103)] [added: [54](#ie62262c59e244c2d87de29d0bdf7867c_103)] | | |

| [Consolidated Statements of [removed: Equity](#i6708ee1102d74ed6ad777bb3194247d4_106)] [added: Equity (Deficit)](#ie62262c59e244c2d87de29d0bdf7867c_106)] | | | [removed: [54](#i6708ee1102d74ed6ad777bb3194247d4_106)] [added: [55](#ie62262c59e244c2d87de29d0bdf7867c_106)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6708ee1102d74ed6ad777bb3194247d4_109)] [added: Flows](#ie62262c59e244c2d87de29d0bdf7867c_109)] | | | [removed: [55](#i6708ee1102d74ed6ad777bb3194247d4_109)] [added: [56](#ie62262c59e244c2d87de29d0bdf7867c_109)] | | |

| [Note [removed: 1](#i6708ee1102d74ed6ad777bb3194247d4_115)] [added: 1](#ie62262c59e244c2d87de29d0bdf7867c_115)] | | | [removed: [Background](#i6708ee1102d74ed6ad777bb3194247d4_115)] [added: [Background](#ie62262c59e244c2d87de29d0bdf7867c_115)] | | | [removed: [56](#i6708ee1102d74ed6ad777bb3194247d4_115)] [added: [57](#ie62262c59e244c2d87de29d0bdf7867c_115)] | | |

| [Note [removed: 2](#i6708ee1102d74ed6ad777bb3194247d4_118)] [added: 2](#ie62262c59e244c2d87de29d0bdf7867c_118)] | | | [Summary of Significant Accounting [removed: Policies](#i6708ee1102d74ed6ad777bb3194247d4_118)] [added: Policies](#ie62262c59e244c2d87de29d0bdf7867c_118)] | | | [removed: [56](#i6708ee1102d74ed6ad777bb3194247d4_118)] [added: [57](#ie62262c59e244c2d87de29d0bdf7867c_118)] | | |

| [Note [removed: 3](#i6708ee1102d74ed6ad777bb3194247d4_124)] [added: 3](#ie62262c59e244c2d87de29d0bdf7867c_124)] | | | [Supplemental Financial [removed: Information](#i6708ee1102d74ed6ad777bb3194247d4_124)] [added: Information](#ie62262c59e244c2d87de29d0bdf7867c_124)] | | | [removed: [62](#i6708ee1102d74ed6ad777bb3194247d4_124)] [added: [62](#ie62262c59e244c2d87de29d0bdf7867c_124)] | | |

| [Note [removed: 4](#i6708ee1102d74ed6ad777bb3194247d4_127)] [added: 4](#ie62262c59e244c2d87de29d0bdf7867c_127)] | | | [Earnings Per [removed: Share](#i6708ee1102d74ed6ad777bb3194247d4_127)] [added: Share](#ie62262c59e244c2d87de29d0bdf7867c_127)] | | | [removed: [63](#i6708ee1102d74ed6ad777bb3194247d4_127)] [added: [63](#ie62262c59e244c2d87de29d0bdf7867c_127)] | | |

| [Note [removed: 5](#i6708ee1102d74ed6ad777bb3194247d4_130)] [added: 5](#ie62262c59e244c2d87de29d0bdf7867c_130)] | | | [Licensing, Acquisitions and Other [removed: Arrangements](#i6708ee1102d74ed6ad777bb3194247d4_130)] [added: Arrangements](#ie62262c59e244c2d87de29d0bdf7867c_130)] | | | [removed: [63](#i6708ee1102d74ed6ad777bb3194247d4_130)] [added: [63](#ie62262c59e244c2d87de29d0bdf7867c_130)] | | |

| [Note [removed: 7](#i6708ee1102d74ed6ad777bb3194247d4_136)] [added: 7](#ie62262c59e244c2d87de29d0bdf7867c_139)] | | | [Goodwill and Intangible [removed: Assets](#i6708ee1102d74ed6ad777bb3194247d4_136)] [added: Assets](#ie62262c59e244c2d87de29d0bdf7867c_139)] | | | [removed: [69](#i6708ee1102d74ed6ad777bb3194247d4_136)] [added: [70](#ie62262c59e244c2d87de29d0bdf7867c_139)] | | |

| [Note [removed: 8](#i6708ee1102d74ed6ad777bb3194247d4_139)] [added: 8](#ie62262c59e244c2d87de29d0bdf7867c_142)] | | | [Restructuring [removed: Plans](#i6708ee1102d74ed6ad777bb3194247d4_139)] [added: Plans](#ie62262c59e244c2d87de29d0bdf7867c_142)] | | | [removed: [71](#i6708ee1102d74ed6ad777bb3194247d4_139)] [added: [72](#ie62262c59e244c2d87de29d0bdf7867c_142)] | | |

| [Note [removed: 10](#i6708ee1102d74ed6ad777bb3194247d4_157)] [added: 10](#ie62262c59e244c2d87de29d0bdf7867c_151)] | | | [removed: [Deb](#i6708ee1102d74ed6ad777bb3194247d4_157)[t,] [added: [Debt,] Credit Facilities and Commitments and [removed: Contingencies](#i6708ee1102d74ed6ad777bb3194247d4_157)] [added: Contingencies](#ie62262c59e244c2d87de29d0bdf7867c_151)] | | | [removed: [75](#i6708ee1102d74ed6ad777bb3194247d4_157)] [added: [75](#ie62262c59e244c2d87de29d0bdf7867c_151)] | | |

| [Note [removed: 11](#i6708ee1102d74ed6ad777bb3194247d4_160)] [added: 11](#ie62262c59e244c2d87de29d0bdf7867c_154)] | | | [Financial Instruments and Fair Value [removed: Measures](#i6708ee1102d74ed6ad777bb3194247d4_160)] [added: Measures](#ie62262c59e244c2d87de29d0bdf7867c_154)] | | | [removed: [77](#i6708ee1102d74ed6ad777bb3194247d4_160)] [added: [77](#ie62262c59e244c2d87de29d0bdf7867c_154)] | | |

| [Note [removed: 12](#i6708ee1102d74ed6ad777bb3194247d4_166)] [added: 12](#ie62262c59e244c2d87de29d0bdf7867c_160)] | | | [Post-Employment [removed: Benefits](#i6708ee1102d74ed6ad777bb3194247d4_166)] [added: Benefits](#ie62262c59e244c2d87de29d0bdf7867c_160)] | | | [removed: [84](#i6708ee1102d74ed6ad777bb3194247d4_166)] [added: [83](#ie62262c59e244c2d87de29d0bdf7867c_160)] | | |

| [Note [removed: 14](#i6708ee1102d74ed6ad777bb3194247d4_178)] [added: 14](#ie62262c59e244c2d87de29d0bdf7867c_172)] | | | [Income [removed: Taxes](#i6708ee1102d74ed6ad777bb3194247d4_178)] [added: Taxes](#ie62262c59e244c2d87de29d0bdf7867c_172)] | | | [removed: [93](#i6708ee1102d74ed6ad777bb3194247d4_178)] [added: [91](#ie62262c59e244c2d87de29d0bdf7867c_172)] | | |

| [Note [removed: 15](#i6708ee1102d74ed6ad777bb3194247d4_181)] [added: 15](#ie62262c59e244c2d87de29d0bdf7867c_175)] | | | [Legal Proceedings and [removed: Contingencies](#i6708ee1102d74ed6ad777bb3194247d4_181)] [added: Contingencies](#ie62262c59e244c2d87de29d0bdf7867c_175)] | | | [removed: [95](#i6708ee1102d74ed6ad777bb3194247d4_181)] [added: [95](#ie62262c59e244c2d87de29d0bdf7867c_175)] | | |

| [Note [removed: 16](#i6708ee1102d74ed6ad777bb3194247d4_184)] [added: 16](#ie62262c59e244c2d87de29d0bdf7867c_178)] | | | [Segment and Geographic Area [removed: Information](#i6708ee1102d74ed6ad777bb3194247d4_184)] [added: Information](#ie62262c59e244c2d87de29d0bdf7867c_178)] | | | [removed: [97](#i6708ee1102d74ed6ad777bb3194247d4_184)] [added: [97](#ie62262c59e244c2d87de29d0bdf7867c_178)] | | |

| [Note [removed: 17](#i6708ee1102d74ed6ad777bb3194247d4_193)] [added: 17](#ie62262c59e244c2d87de29d0bdf7867c_184)] | | | [Fourth Quarter Financial Results [removed: (unaudited)](#i6708ee1102d74ed6ad777bb3194247d4_193)] [added: (unaudited)](#ie62262c59e244c2d87de29d0bdf7867c_184)] | | | [removed: [100](#i6708ee1102d74ed6ad777bb3194247d4_193)] [added: [99](#ie62262c59e244c2d87de29d0bdf7867c_184)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i6708ee1102d74ed6ad777bb3194247d4_196)] [added: Firm](#ie62262c59e244c2d87de29d0bdf7867c_187)] [(PCAOB [removed: ID:](#i6708ee1102d74ed6ad777bb3194247d4_196) 42[)](#i6708ee1102d74ed6ad777bb3194247d4_196)] [added: ID:](#ie62262c59e244c2d87de29d0bdf7867c_187) 42[)](#ie62262c59e244c2d87de29d0bdf7867c_187)] | | | [removed: [101](#i6708ee1102d74ed6ad777bb3194247d4_196)] [added: [100](#ie62262c59e244c2d87de29d0bdf7867c_187)] | | |

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | [removed: 50] [added: 52] | | |

| years ended December 31 (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net revenues | | | $ | [removed: 56,334] [added: 61,160] | | | | | $ | [removed: 54,318] [added: 56,334] | | | | | $ | [removed: 58,054] [added: 54,318] | |

| Cost of products sold | | | [removed: 16,904] [added: 18,204] | | | | | | [removed: 20,415] [added: 16,904] | | | | | | [removed: 17,414] [added: 20,415] | | |

| Selling, general and administrative | | | [removed: 14,752] [added: 14,010] | | | | | | [removed: 12,872] [added: 14,752] | | | | | | [removed: 15,260] [added: 12,872] | | |

| Research and development | | | [removed: 12,791] [added: 9,096] | | | | | | [removed: 7,675] [added: 12,791] | | | | | | [removed: 6,510] [added: 7,675] | | |

| Acquired IPR&D and milestones | | | [removed: 2,757] [added: 5,016] | | | | | | [removed: 778] [added: 2,757] | | | | | | [removed: 697] [added: 778] | | |

| Other operating [removed: expense (income), net] [added: income] | | | [removed: (7)] [added: (241)] | | | | | | [removed: (179)] [added: (7)] | | | | | | [removed: 56] [added: (179)] | | |

| Total operating costs and expenses | | | [removed: 47,197] [added: 46,085] | | | | | | [removed: 41,561] [added: 47,197] | | | | | | [removed: 39,937] [added: 41,561] | | |

| Operating earnings | | | [removed: 9,137] [added: 15,075] | | | | | | [removed: 12,757] [added: 9,137] | | | | | | [removed: 18,117] [added: 12,757] | | |

| Interest expense, net | | | [removed: 2,160] [added: 2,627] | | | | | | [removed: 1,684] [added: 2,160] | | | | | | [removed: 2,044] [added: 1,684] | | |

| Net foreign exchange loss | | | [removed: 21] [added: 58] | | | | | | [removed: 146] [added: 21] | | | | | | [removed: 148] [added: 146] | | |

| Other expense, net | | | [removed: 3,240] [added: 5,793] | | | | | | [removed: 4,677] [added: 3,240] | | | | | | [removed: 2,448] [added: 4,677] | | |

| Earnings before income tax expense | | | [removed: 3,716] [added: 6,597] | | | | | | [removed: 6,250] [added: 3,716] | | | | | | [removed: 13,477] [added: 6,250] | | |

| Income tax expense (benefit) | | | [removed: (570)] [added: 2,364] | | | | | | [removed: 1,377] [added: (570)] | | | | | | [removed: 1,632] [added: 1,377] | | |

| Net earnings | | | [removed: 4,286] [added: 4,233] | | | | | | [removed: 4,873] [added: 4,286] | | | | | | [removed: 11,845] [added: 4,873] | | |

| Net earnings attributable to noncontrolling interest | | | [removed: 8] [added: 7] | | | | | | [removed: 10] [added: 8] | | | | | | [removed: 9] [added: 10] | | |

| Net earnings attributable to AbbVie Inc. | | | $ | [removed: 4,278] [added: 4,226] | | | | | $ | [removed: 4,863] [added: 4,278] | | | | | $ | [removed: 11,836] [added: 4,863] | |

| Basic earnings per share attributable to AbbVie Inc. | | | $ | [removed: 2.40] [added: 2.37] | | | | | $ | [removed: 2.73] [added: 2.40] | | | | | $ | [removed: 6.65] [added: 2.73] | |

| Diluted earnings per share attributable to AbbVie Inc. | | | $ | [removed: 2.39] [added: 2.36] | | | | | $ | [removed: 2.72] [added: 2.39] | | | | | $ | [removed: 6.63] [added: 2.72] | |

| [Note 6](#ie62262c59e244c2d87de29d0bdf7867c_136) | | | [Collaborations](#ie62262c59e244c2d87de29d0bdf7867c_136) | | | [69](#ie62262c59e244c2d87de29d0bdf7867c_136) | | |

| [Note 9](#ie62262c59e244c2d87de29d0bdf7867c_148) | | | [Leases](#ie62262c59e244c2d87de29d0bdf7867c_148) | | | [73](#ie62262c59e244c2d87de29d0bdf7867c_148) | | |

| [Note 13](#ie62262c59e244c2d87de29d0bdf7867c_166) | | | [Equity](#ie62262c59e244c2d87de29d0bdf7867c_166) | | | [87](#ie62262c59e244c2d87de29d0bdf7867c_166) | | |

| Short-term borrowings | | | $ | 2,499 | | | | | $ | — | |

| Balance at December 31, 2025 | | | 1,768 | | | | | | $ | 18 | | | | | $ | (9,146) | | | | | $ | 22,495 | | | | | $ | (15,493) | | | | | $ | (1,144) | | | | | $ | 42 | | | | | $ | (3,228) | |

| Net change in commercial paper borrowings with original maturities of three months or less | | | 499 | | | | | | — | | | | | | — | | |

Additionally, see Note 16 for disaggregation of revenue by product and geography.

Actuarial gains and losses are deferred in

If the company concludes it is more likely than not that the fair

As of the acquisition date, AbbVie acquired $118 million of intangible assets and the acquisition resulted in the recognition of $170 million of goodwill.

Goodwill was calculated as the excess of the consideration transferred over the fair value of net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, including expected synergies related to enhancement of AbbVie’s existing immunology discovery capabilities and development efforts.

share in cash.

The valuation of assets acquired and liabilities assumed was finalized during the three months ended March 31, 2025.

The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date.

The following table summarizes acquired IPR&D and milestone expense:

| Upfront charges | | | $ | 4,808 | | | | | $ | 2,627 | | | | | $ | 582 | |

| Development milestones | | | 208 | | | | | | 130 | | | | | | 196 | | |

| Acquired IPR&D and milestones | | | $ | 5,016 | | | | | $ | 2,757 | | | | | $ | 778 | |

*RemeGen Co., Ltd.*

Subsequent to December 31, 2025, AbbVie announced that it entered into a license agreement with RemeGen Co., Ltd. (RemeGen).

Under the terms of the agreement, AbbVie will make an upfront payment of $650 million and receive an exclusive global license excluding China to develop, manufacture and commercialize RC148, a novel investigational Programmed Cell Death-1 (PD-1)/Vascular Endothelial Growth Factor (VEGF)-targeted bispecific antibody in development for the treatment of multiple advanced solid tumors.

AbbVie could make additional payments of up to $5.0 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

The transaction is expected to close in 2026, subject to regulatory approvals and other customary closing conditions.

*Gilgamesh Pharmaceuticals, Inc.*

In October 2025, AbbVie completed its previously announced acquisition of Gilgamesh Pharmaceuticals, Inc. (Gilgamesh), including its lead program bretisilocin (GM-2505).

GM-2505, renamed ABBV-2505, is a short-acting serotonin (5-HT)2A receptor agonist and 5-HT releaser in development for the treatment of major depressive disorder.

As part of the transaction, Gilgamesh spun off a new independent entity that will operate under the name Gilgamesh Pharma Inc. to retain its employees and other programs, including an existing option-to-license agreement with AbbVie which remains in effect.

Under the terms of the agreement, AbbVie made an upfront cash payment of $906 million to acquire all outstanding equity of Gilgamesh and the transaction was accounted for as an asset acquisition as the lead program represented substantially all of the fair value of the gross assets acquired.

The upfront cash payment was recorded in acquired IPR&D and milestones expense in the consolidated statement of earnings in the fourth quarter of 2025.

*Ichnos Glenmark Innovation, Inc.*

In September 2025, AbbVie entered into a license agreement with Ichnos Glenmark Innovation, Inc. (IGI).

Under the terms of the agreement, AbbVie received an exclusive license to develop, manufacture and commercialize ISB-2001 (ABBV-2001), a tri-specific T-cell engager in development for the treatment of multiple myeloma across North America, Europe, Japan and Greater China.

The upfront payment of $700 million was recorded in acquired IPR&D and milestones expense in the consolidated statement of earnings in the third quarter of 2025.

AbbVie could make additional payments of up to $1.2 billion upon achievement of certain development, regulatory and commercial milestones and pay tiered royalties.

*Capstan Therapeutics, Inc.*

In August 2025, AbbVie acquired Capstan Therapeutics, Inc. (Capstan), including its lead program CPTX2309 (ABBV-619), a potential first-in-class in vivo targeted lipid nanoparticle (tLNP) anti-CD19 CAR-T therapy candidate in development for the treatment of B cell-mediated autoimmune diseases.

Under the terms of the agreement, AbbVie paid cash consideration of $2.1 billion ($1.9 billion, net of cash acquired) to acquire all outstanding equity of Capstan and the transaction was accounted for as an asset acquisition as the lead program represented substantially all of the fair value of the gross assets acquired.

The cash consideration of $1.9 billion, net of cash acquired, was recognized in acquired IPR&D and milestones expense in the consolidated statement of earnings in the third quarter of 2025.

In connection with the transaction, AbbVie also recorded $187 million of cash-settled, post-closing expense for Capstan employee incentive and compensation awards in the consolidated statement of earnings in the third quarter of 2025.

*ADARx Pharmaceuticals, Inc.*

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Note 6](#i6708ee1102d74ed6ad777bb3194247d4_133) | | | [Collaborations](#i6708ee1102d74ed6ad777bb3194247d4_133) | | | [68](#i6708ee1102d74ed6ad777bb3194247d4_133) | | |

| [Note 9](#i6708ee1102d74ed6ad777bb3194247d4_142) | | | [Leases](#i6708ee1102d74ed6ad777bb3194247d4_142) | | | [73](#i6708ee1102d74ed6ad777bb3194247d4_142) | | |

| [Note 13](#i6708ee1102d74ed6ad777bb3194247d4_172) | | | [Equity](#i6708ee1102d74ed6ad777bb3194247d4_172) | | | [88](#i6708ee1102d74ed6ad777bb3194247d4_172) | | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | 1,768 | | | | | | $ | 18 | | | | | $ | (3,143) | | | | | $ | 18,305 | | | | | $ | 3,127 | | | | | $ | (2,899) | | | | | $ | 28 | | | | | $ | 15,436 | |

| Gain on divestitures | | | — | | | | | | — | | | | | | (172) | | |

product and by payer.

The estimated useful life for buildings ranges from 10 to 50 years.

Buildings include leasehold improvements which are amortized over the lesser of the remainder of the lease term or the useful life of the leasehold improvement.

The estimated useful life for equipment ranges from 2 to 25 years.

Equipment includes certain computer software and software development costs incurred in connection with developing or obtaining software for internal use and is amortized over 3 to 10 years.

If the undiscounted cash

AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.

The standard is effective for AbbVie starting in annual periods in 2025.

ASU No. 2023-07

In November 2023, the FASB issued ASU No. 2023-07 *Segment Reporting - Improving Reportable Segment Disclosures (Topic 280)*.

The standard requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

See Note 16 for additional information.

On August 1, 2024, AbbVie completed its previously announced acquisition of Cerevel Therapeutics.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024.

Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value of intangible assets, goodwill and income taxes among other items.

The completion of the valuation will occur no later than one year from the acquisition date.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

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Acquisition of DJS Antibodies Ltd

In October 2022, AbbVie entered into an agreement to acquire DJS Antibodies Ltd (DJS) including its lead program DJS-002 and proprietary HEPTAD platform.

DJS-002 is an LPAR1 antagonist antibody currently in preclinical studies for the treatment of Idiopathic Pulmonary Fibrosis and other fibrotic diseases.

HEPTAD platform is a potential novel approach to antibody discovery with specific capabilities targeting transmembrane protein targets.

As of the acquisition date, AbbVie acquired $233 million of intangible assets for in-process research and development, $22 million of intangible assets for developed product rights and $60 million of deferred tax liabilities.

AbbVie recorded acquired IPR&D and milestones expense of $2.8 billion in 2024, $778 million in 2023 and $697 million in 2022.

Significant arrangements impacting 2024, 2023 and 2022, some of which require contingent milestone payments, are summarized below.

Under the terms of the agreement, AbbVie made an upfront cash payment of approximately $200 million at closing to acquire all outstanding equity of Nimble.

Evaluation of disclosure controls and procedures. The [added: Chairman of the Board and] Chief Executive Officer, Robert A.

Changes in internal control over financial reporting. There were no changes in AbbVie's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, AbbVie's internal control over financial reporting during the quarter ended December 31, [removed: 2024.][added: 2025.]

Management assessed the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on that assessment, management concluded that AbbVie maintained effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

The effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report below, which expresses an unqualified opinion on the effectiveness of AbbVie's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | [removed: 104] [added: 102] | | |

We have audited AbbVie Inc. and subsidiaries' internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AbbVie Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive income, equity [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated February [removed: 14, 2025] [added: 20, 2026] expressed an unqualified opinion thereon.

| [removed: 105] [added: 103] | | | [removed: ] [added: ] \| [removed: *2024] [added: *2025] Form 10-K* | | | | | | | | |

February 20, 2026

February 14, 2025

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as provided below.

| Perry C. Siatis Executive Vice President, General Counsel and Secretary | | | Adoption | | | [removed: 11/19/2024] [added: 11/18/2025] | | | Rule 10b5-1 Trading Arrangement | | | Up to [removed: 48,568] [added: 41,049] Shares to be Sold | | | [removed: 11/19/2025] [added: 11/18/2026] | | |

The number of shares to be sold under each trading arrangement [removed: represents] [added: includes] the maximum actual number of shares issuable under the applicable performance stock awards.

The actual number of shares to be sold under [removed: each trading arrangement] [added: the performance stock awards] will depend on the achievement of applicable performance conditions under the [removed: performance stock] awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.

| Timothy J. Richmond Executive Vice President, Chief Human Resources Officer | | | Adoption | | | 11/27/2024 | | | Rule 10b5-1 Trading Arrangement | | | Up to 83,887 Shares to be Sold | | | 07/01/2025 | | |

| | | | | | | [removed: *2024] [added: *2025] Form 10-K* \| [removed: ] [added: ] | | | [removed: 106] [added: 104] | | |

Incorporated herein by reference are "Information Concerning Director Nominees," "The Board of Directors and its Committees—Committees of the Board of Directors," "Communicating with the Board of Directors," "Deadlines for Notice of Stockholder Actions to be Considered at the [removed: 2025] [added: 2026] Annual Meeting of Stockholders" and "Insider Trading Policy" to be included in the [removed: 2025] [added: 2026] AbbVie Inc. Proxy Statement.