Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

Pfizer Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Pfizer Inc. and Subsidiary Companies (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the U.S. Medicare, Medicaid, and performance-based contract rebates accrual

As discussed in Note 1G to the consolidated financial statements, the Company records estimated deductions for Medicare, Medicaid, and performance-based contract rebates (collectively, U.S. rebates) as a reduction to gross product revenues. The accrual for U.S. rebates is recorded in the same period that the corresponding revenues are recognized. The length of time between when a sale is made and when the U.S. rebate is paid by the Company can be as long as one year, which increases the need for significant management judgment and knowledge of market conditions and practices in estimating the accrual.

We identified the evaluation of the U.S. rebates accrual as a critical audit matter because the evaluation of the product-specific experience ratio assumption involved especially challenging auditor judgment. The product-specific experience ratio assumption relates to estimating which of the Company’s revenue transactions will ultimately be subject to a related rebate.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s U.S. rebates accrual process related to the development of the product-specific experience ratio assumptions. We estimated the U.S. rebates accrual using internal information and historical data and compared the result to the Company’s estimated U.S. rebates accrual. We evaluated the Company’s ability to accurately estimate the accrual for U.S. rebates by comparing historically recorded accruals to the actual amount that was ultimately paid by the Company.

Evaluation of gross unrecognized tax benefits

As discussed in Notes 5D and 1Q, the Company’s tax positions are subject to audit by local taxing authorities in each respective tax jurisdiction, and the resolution of such audits may span multiple years. Since tax law is complex and often subject to varied interpretations and judgments, it is uncertain whether some of the Company’s tax positions will be sustained upon audit. As of December 31, 2025, the Company has recorded gross unrecognized tax benefits, excluding associated interest, of $4.7 billion.

We identified the evaluation of certain of the Company’s gross unrecognized tax benefits as a critical audit matter because a high degree of audit effort, including specialized skills and knowledge, and complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company’s liability for unrecognized tax position process related to (1) interpretation of tax law, (2) evaluation of which of the Company’s tax positions may not be sustained upon audit, and (3) estimation and recording of the gross

Pfizer Inc.2025 Form 10-K50

Report of Independent Registered Public Accounting Firm

unrecognized tax benefits. We involved tax and valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s interpretation of tax laws, including the assessment of transfer pricing practices in accordance with applicable tax laws and regulations. We inspected settlements with applicable taxing authorities, including assessing the expiration of statutes of limitations. We tested the calculation of the liability for uncertain tax positions, including an evaluation of the Company’s assessment of the technical merits of tax positions and estimates of the amount of tax benefits expected to be sustained.

Evaluation of product liability and other product-related litigation

As discussed in Notes 1S and 16 to the consolidated financial statements, the Company is involved in product liability and other product-related litigation, which can include personal injury, consumer fraud, off-label promotion, securities, antitrust and breach of contract claims, among others. Certain of these pending product and other product-related legal proceedings could result in losses that could be substantial. The accrued liability and/or disclosure for the pending product liability and other product-related legal proceedings requires a complex series of judgments by the Company about future events, which involves a number of uncertainties.

We identified the evaluation of product liability and other product-related litigation as a critical audit matter. Challenging auditor judgment was required to evaluate the Company’s judgments about future events and uncertainties.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s product liability and other product-related litigation processes, including controls related to (1) the evaluation of information from external and internal legal counsel, (2) forward-looking expectations, and (3) new legal proceedings, or other legal proceedings not currently reserved or disclosed. We read letters received directly from the Company’s external and internal legal counsel that described the Company’s probable or reasonably possible legal contingency to pending product liability and other product-related legal proceedings. We inspected the Company’s minutes from meetings of the Audit Committee, which included the status of key litigation matters. We evaluated the Company’s ability to estimate its monetary exposure to pending product and other product-related legal proceedings by comparing historically recorded liabilities to actual monetary amounts incurred upon resolution of prior legal matters. We analyzed relevant publicly available information about the Company, its competitors, and the industry.

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We have not been able to determine the specific year that we or our predecessor firms began serving as the Company’s auditor, however, we are aware that we or our predecessor firms have served as the Company’s auditor since at least 1942.
New York, New York
February 26, 2026
Pfizer Inc.2025 Form 10-K51

Consolidated Statements of Operations

Pfizer Inc. and Subsidiary Companies

Year Ended December 31,
(MILLIONS, EXCEPT PER SHARE DATA)202520242023
Revenues:
Product revenues$51,663$53,816$50,914
Alliance revenues9,2668,3887,582
Royalty revenues1,6501,4231,058
Total revenues62,57963,62759,553
Costs and expenses:
Cost of sales(a), (b)16,06717,85124,954
Selling, informational and administrative expenses(a)13,79414,73014,771
Research and development expenses(a)10,43710,82210,679
Acquired in-process research and development expenses1,613108194
Amortization of intangible assets4,8745,2864,733
Restructuring charges and certain acquisition-related costs1,5502,4192,943
Other (income)/deductions––net6,7244,388222
Income from continuing operations before provision/(benefit) for taxes on income7,5208,0231,058
Provision/(benefit) for taxes on income(266)(28)(1,115)
Income from continuing operations7,7878,0512,172
Discontinued operations––net of tax2511(15)
Net income before allocation to noncontrolling interests7,8128,0622,158
Less: Net income attributable to noncontrolling interests413139
Net income attributable to Pfizer Inc. common shareholders$7,771$8,031$2,119
Earnings per common share––basic:
Income from continuing operations attributable to Pfizer Inc. common shareholders$1.37$1.42$0.38
Discontinued operations––net of tax———
Net income attributable to Pfizer Inc. common shareholders$1.37$1.42$0.38
Earnings per common share––diluted:
Income from continuing operations attributable to Pfizer Inc. common shareholders$1.36$1.41$0.37
Discontinued operations––net of tax———
Net income attributable to Pfizer Inc. common shareholders$1.36$1.41$0.37
Weighted-average shares––basic5,6835,6645,643
Weighted-average shares––diluted5,7135,7005,709

(a)Exclusive of amortization of intangible assets.

(b)See Note 17A.

See Accompanying Notes.

Pfizer Inc.2025 Form 10-K52

Consolidated Statements of Comprehensive Income

Pfizer Inc. and Subsidiary Companies

Year Ended December 31,
(MILLIONS)202520242023
Net income before allocation to noncontrolling interests$7,812$8,062$2,158
Foreign currency translation adjustments, net(181)32452
Unrealized holding gains/(losses) on derivative financial instruments, net(212)499626
Reclassification adjustments for (gains)/losses included in net income(a)(269)(159)(413)
(481)341213
Unrealized holding gains/(losses) on available-for-sale securities, net97(152)(121)
Reclassification adjustments for (gains)/losses included in net income(b)(7)42(141)
89(111)(261)
Benefit plans: prior service (costs)/credits and other, net(16)193(25)
Reclassification adjustments related to amortization of prior service costs and other, net(84)(109)(117)
Reclassification adjustments related to curtailments of prior service costs and other, net(52)—(15)
(152)84(157)
Other comprehensive income/(loss), before tax(725)347246
Tax provision/(benefit) on other comprehensive income/(loss)(486)231(85)
Other comprehensive income/(loss) before allocation to noncontrolling interests$(239)$116$331
Comprehensive income/(loss) before allocation to noncontrolling interests$7,573$8,178$2,488
Less: Comprehensive income/(loss) attributable to noncontrolling interests292826
Comprehensive income/(loss) attributable to Pfizer Inc.$7,544$8,149$2,462

(a)Reclassified into Other (income)/deductions—net and Cost of sales. See Note 7E**.

(b)Reclassified into Other (income)/deductions—net.

See Accompanying Notes.

Pfizer Inc.2025 Form 10-K53

Consolidated Balance Sheets

Pfizer Inc. and Subsidiary Companies

As of December 31,
(MILLIONS, EXCEPT PER SHARE DATA)20252024
Assets
Cash and cash equivalents$1,142$1,043
Short-term investments12,45419,434
Trade accounts receivable, net of allowance for doubtful accounts: 2025—$427; 2024—$43811,87411,463
Inventories10,65410,851
Current tax assets3,9673,314
Other current assets2,8084,253
Total current assets42,89850,358
Long-term investments1,6212,228
Property, plant and equipment, net19,31718,393
Identifiable intangible assets, net53,73155,411
Goodwill71,26468,527
Noncurrent deferred tax assets and other noncurrent tax assets9,6998,662
Other noncurrent assets9,6319,817
Total assets$208,160$213,396
Liabilities and Equity
Short-term borrowings, including current portion of long-term debt: 2025—$2,997; 2024—$3,747$3,154$6,946
Trade accounts payable5,2405,633
Dividends payable2,4452,437
Income taxes payable3,1032,910
Accrued compensation and related items3,6103,838
Deferred revenues7841,511
Other current liabilities18,64819,720
Total current liabilities36,98442,995
Long-term debt61,64157,405
Pension and postretirement benefit obligations2,0412,115
Noncurrent deferred tax liabilities2,4012,122
Other taxes payable3,5916,112
Other noncurrent liabilities14,72514,150
Total liabilities121,385124,899
Commitments and Contingencies
Common stock, $0.05 par value; 12,000 shares authorized; issued: 2025—9,621; 2024—9,593481480
Additional paid-in capital94,46993,603
Treasury stock, shares at cost: 2025—3,935; 2024—3,926(115,015)(114,763)
Retained earnings114,610116,725
Accumulated other comprehensive loss(8,069)(7,842)
Total Pfizer Inc. shareholders’ equity86,47688,203
Equity attributable to noncontrolling interests299294
Total equity86,77588,497
Total liabilities and equity$208,160$213,396

See Accompanying Notes.

Pfizer Inc.2025 Form 10-K54

Consolidated Statements of Equity

Pfizer Inc. and Subsidiary Companies

PFIZER INC. SHAREHOLDERS
Common StockTreasury Stock
(MILLIONS, EXCEPT PER SHARE DATA)SharesPar ValueAdd’l Paid-In CapitalSharesCostRetained EarningsAccum. Other Comp. LossShare - holders’ EquityNon-controlling InterestsTotal Equity
Balance, January 1, 20239,519$476$91,802(3,903)$(113,969)$125,656$(8,304)$95,661$256$95,916
Net income2,1192,119392,158
Other comprehensive income/(loss), net of tax343343(12)331
Cash dividends declared, per share: $1.65
Common stock(9,316)(9,316)(9,316)
Noncontrolling interests—(8)(8)
Share-based payment transactions432829(12)(518)(106)208208
Other—————————
Balance, December 31, 20239,56247892,631(3,916)(114,487)118,353(7,961)89,01427489,288
Net income8,0318,031318,062
Other comprehensive income/(loss), net of tax118118(3)116
Cash dividends declared, per share: $1.69
Common stock(9,577)(9,577)(9,577)
Noncontrolling interests—(7)(7)
Share-based payment transactions312972(10)(276)(107)591591
Other—————2525(1)23
Balance, December 31, 20249,59348093,603(3,926)(114,763)116,725(7,842)88,20329488,497
Net income7,7717,771417,812
Other comprehensive income/(loss), net of tax(227)(227)(12)(239)
Cash dividends declared, per share: $1.72
Common stock(9,779)(9,779)(9,779)
Noncontrolling interests—(30)(30)
Share-based payment transactions281866(10)(251)(107)509509
Other———(1)(1)66
Balance, December 31, 20259,621$481$94,469(3,935)$(115,015)$114,610$(8,069)$86,476$299$86,775

See Accompanying Notes.

Pfizer Inc.2025 Form 10-K55

Consolidated Statements of Cash Flows

Pfizer Inc. and Subsidiary Companies

Year Ended December 31,
(MILLIONS)202520242023
Operating Activities
Net income before allocation to noncontrolling interests$7,812$8,062$2,158
Discontinued operations—net of tax2511(15)
Net income from continuing operations before allocation to noncontrolling interests7,7878,0512,172
Adjustments to reconcile net income from continuing operations before allocation to noncontrolling interests to net cash provided by/(used in) operating activities:
Depreciation and amortization6,5927,0136,290
Asset write-offs and impairments5,2704,2423,408
Deferred taxes(2,133)(2,102)(3,442)
Share-based compensation expense799877525
Benefit plan contributions in excess of expense/income(786)(12)(787)
Inventory write-offs and related charges associated with COVID-19 products(a)——6,199
Other adjustments, net(470)(2,260)(3,492)
Other changes in assets and liabilities, net of acquisitions and divestitures:
Trade accounts receivable(263)(109)347
Inventories(a)561(854)(1,169)
Other assets1,2893,380(663)
Trade accounts payable(469)(1,023)(300)
Other liabilities(b)(3,667)(3,115)595
Other tax accounts, net(2,805)(1,345)(982)
Net cash provided by/(used in) operating activities11,70412,7448,700
Investing Activities
Purchases of property, plant and equipment(2,629)(2,909)(3,907)
Purchases of short-term investments(14,356)(10,133)(30,974)
Proceeds from redemptions/sales of short-term investments17,9594,12839,264
Net (purchases of)/proceeds from redemptions/sales of short-term investments with original maturities of three months or less(2,675)3,1365,174
Purchases of long-term investments(294)(180)(204)
Proceeds from redemptions/sales of long-term investments1,0951,5701,979
Proceeds from partial sales of investment in Haleon(c)6,3117,040—
Acquisitions of businesses, net of cash acquired(6,927)—(43,430)
Other investing activities, net1652(179)
Net cash provided by/(used in) investing activities(1,351)2,652(32,278)
Financing Activities
Proceeds from short-term borrowings—8,9074,525
Payments on short-term borrowings(2,199)(11,226)(3)
Net (payments on)/proceeds from short-term borrowings with original maturities of three months or less(796)(2,590)3,161
Proceeds from issuance of long-term debt9,678—30,831
Payments on long-term debt(6,757)(2,250)(2,569)
Cash dividends paid(9,771)(9,512)(9,247)
Other financing activities, net(458)(469)(631)
Net cash provided by/(used in) financing activities(10,304)(17,140)26,066
Effect of exchange-rate changes on cash and cash equivalents and restricted cash and cash equivalents41(66)(40)
Net increase/(decrease) in cash and cash equivalents and restricted cash and cash equivalents91(1,810)2,448
Cash and cash equivalents and restricted cash and cash equivalents, at beginning of period1,1072,917468
Cash and cash equivalents and restricted cash and cash equivalents, at end of period$1,197$1,107$2,917
- Continued -
Pfizer Inc.2025 Form 10-K56

Consolidated Statements of Cash Flows

Pfizer Inc. and Subsidiary Companies

Year Ended December 31,
202520242023
Supplemental Cash Flow Information
Cash paid/(received) during the period for:
Income taxes$4,688$3,605$3,147
Interest paid2,7393,2272,215
Interest rate hedges140178134
Non-cash transaction:
Right-of-use assets obtained in exchange for lease liabilities$288$283$614

(a)See Note 17A.

(b)See Note 17C.

(c)See Note 2C**.

See Accompanying Notes.

Pfizer Inc.2025 Form 10-K57

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Note 1. Basis of Presentation and Significant Accounting Policies

A. Basis of Presentation

The consolidated financial statements include the accounts of our parent company and all subsidiaries and are prepared in accordance with U.S. GAAP. The decision of whether or not to consolidate an entity for financial reporting purposes requires consideration of majority voting interests, as well as effective economic or other control over the entity. Typically, we do not seek control by means other than voting interests. For subsidiaries operating outside the U.S., the financial information is included as of and for the year ended November 30 for each year presented. Pfizer's fiscal year-end for U.S. subsidiaries is as of and for the year ended December 31 for each year presented. All significant transactions among our subsidiaries have been eliminated.

We manage our commercial operations through three operating segments, each led by a single manager: Biopharma, PC1 and Pfizer Ignite. Biopharma is the only reportable segment. See Note 17A.

On December 14, 2023, we completed the acquisition of Seagen. In addition, other acquisitions and business development activities completed in 2025, 2024 and 2023 impacted financial results in the periods presented. See Note 2**.

We have made certain reclassification adjustments to conform prior-period amounts to the current presentation, including in the third quarter of 2025, when we reclassified certain costs for corporate affairs previously reported in Other business activities to Biopharma (see Note 17A).

Certain amounts in the consolidated financial statements and associated notes may not add due to rounding. All percentages have been calculated using unrounded amounts.

B*.* New Accounting Standards Adopted in 2025

In the fourth quarter of 2025, we adopted a new accounting standard which requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information. The standard was applied prospectively. As this accounting standard only impacts disclosures, the adoption did not impact our consolidated financial statements. See Note 5.

In the third quarter of 2025, we early adopted a new accounting standard, which adds a scope exception to exclude from derivative accounting non-exchange-traded contracts with variables (referred to as “underlyings”) that are based on operations or activities specific to one of the parties to the contract. This new scope exception may apply to certain R&D funding arrangements. When adopted early in an interim reporting period, application of the standard is required as of the beginning of the current annual reporting period. We had no contracts or embedded features that were accounted for as derivatives but are no longer accounted for as derivatives as a result of applying the new standard. The adoption of this new accounting standard had no impact to our consolidated financial statements.

C. Estimates and Assumptions

In preparing these financial statements, we use certain estimates and assumptions that affect reported amounts and disclosures. These estimates and assumptions can impact all elements of our financial statements. For example, in the consolidated statements of operations, estimates are used when accounting for deductions from revenues, determining the cost of inventory that is sold, allocating cost in the form of depreciation and amortization, and estimating restructuring charges and the impact of contingencies, as well as determining provisions for taxes on income. On the consolidated balance sheets, estimates are used in determining the valuation and recoverability of assets, and in determining the reported amounts of liabilities, all of which also impact the consolidated statements of operations. Certain estimates of fair value and amounts recorded in connection with acquisitions, revenue deductions, impairment reviews, restructuring-associated charges, investments and financial instruments, valuation allowances, pension and postretirement benefit plans, contingencies, share-based compensation, and other calculations can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions.

Our estimates are often based on complex judgments and assumptions that we believe to be reasonable, but that can be inherently uncertain and unpredictable. If our estimates and assumptions are not representative of actual outcomes, our results could be materially impacted. As future events and their effects cannot be determined with precision, our estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. We are subject to risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in the healthcare environment, competition, litigation, legislation, development of competing assets by us or others, regulatory actions, or product recalls or withdrawals. We regularly evaluate our estimates and assumptions using historical experience and expectations about the future. We adjust our estimates and assumptions when facts and circumstances indicate the need for change.

D. Acquisitions

Our consolidated financial statements include the operations of acquired businesses after the completion of the acquisitions. We account for acquired businesses using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired IPR&D be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. When we acquire net assets that do not constitute a business, as defined in U.S. GAAP, no goodwill is recognized and acquired IPR&D is expensed in Acquired in-process research and development expenses.

Contingent consideration in a business combination is included as part of the acquisition cost and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability-weighted discounted cash flow approach. See Note 16D. Any liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. These changes in fair value are recognized in earnings in Other (income)/deductions––net.

Pfizer Inc.2025 Form 10-K58

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

E. Fair Value

We measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. We estimate fair value using an exit price approach, which requires, among other things, that we determine the price that would be received to sell an asset or paid to transfer a liability in an orderly market. The determination of an exit price is considered from the perspective of market participants, considering the highest and best use of non-financial assets and, for liabilities, assuming that the risk of non-performance will be the same before and after the transfer.

When estimating fair value, depending on the nature and complexity of the asset or liability, we may use one or all of the following techniques:

  • Income approach, which is based on the present value of a future stream of net cash flows.

  • Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.

  • Cost approach, which is based on the cost to acquire or construct comparable assets, less an allowance for functional and/or economic obsolescence.

Our fair value methodologies depend on the following types of inputs:

  • Quoted prices for identical assets or liabilities in active markets (Level 1 inputs).

  • Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means (Level 2 inputs).

  • Unobservable inputs that reflect estimates and assumptions (Level 3 inputs).

The following inputs and valuation techniques are used to estimate the fair value of our financial assets and liabilities:

  • Available-for-sale debt securities—third-party matrix-pricing model that uses significant inputs derived from or corroborated by observable market data and credit-adjusted yield curves.

  • Equity securities with readily determinable fair values—quoted market prices and observable NAV prices.

  • Derivative assets and liabilities—third-party matrix-pricing model that uses inputs derived from or corroborated by observable market data. Where applicable, these models use market-based observable inputs, including interest rate yield curves to discount future cash flow amounts, and forward and spot prices for currencies. The credit risk impact to our derivative financial instruments was not significant.

  • Money market funds—observable NAV prices.

  • Contingent consideration liabilities—probability-weighted discounted cash flow model and unobservable inputs, which requires the use of significant judgment or estimates, including projections representative of a market participant’s view of the expected cash payments associated with the agreed upon development and regulatory milestones primarily based on probabilities of technical success, timing of the potential milestone events for the compounds, and estimated discount rates.

We periodically review the methodologies, inputs and outputs of third-party pricing services for reasonableness. Our procedures can include, for example, referencing other third-party pricing models, monitoring key observable inputs (like benchmark interest rates) and selectively performing test-comparisons of values with actual sales of financial instruments.

F. Foreign Currency Translation

For most of our international operations, local currencies have been determined to be the functional currencies. We translate functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar effects that arise from changing translation rates are recorded in Other comprehensive income/(loss). The effects of converting non-functional currency monetary assets and liabilities into the functional currency are recorded in Other (income)/deductions––net. For operations in highly inflationary economies, we translate monetary items at rates in effect as of the balance sheet date, with translation adjustments recorded in Other (income)/deductions––net, and we translate non-monetary items at historical rates.

G. Revenues and Trade Accounts Receivable

Revenue Recognition––We record revenues from product sales when there is a transfer of control of the product from us to the customer. We typically determine transfer of control based on when the product is shipped or delivered and title passes to the customer. For certain contracts, the finished product may temporarily be stored at our or our third-party subcontractors’ locations under a bill-and-hold arrangement. Revenue is recognized on bill-and-hold arrangements at the point in time when the customer obtains control of the product and all of the following criteria have been met: the arrangement is substantive; the product is identified separately as belonging to the customer; the product is ready for physical transfer to the customer; and we do not have the ability to use the product or direct it to another customer. In bill-and-hold arrangements which are part of the U.S. SNS, we recognize revenue for the product sale when the product is initially placed into the U.S. SNS and we provide a rotation service to maintain an agreed upon level of shelf life for product in the stockpile. In determining when the customer obtains control of the product, we consider certain indicators, including whether we have a present right to payment from the customer, whether title and/or significant risks and rewards of ownership have transferred to the customer and whether customer acceptance has been received.

Our Sales Contracts––Sales on credit are typically under short-term contracts. Collections are based on market payment cycles common in various markets, with shorter cycles in the U.S. Sales are adjusted for sales allowances, chargebacks, rebates and sales returns and cash discounts. Sales returns may occur due to patent-based expirations or loss of regulatory exclusivity, product recalls or a changing competitive environment.

Pfizer Inc.2025 Form 10-K59

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Deductions from Revenues––Our gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment is required when estimating the impact of these product revenue deductions on gross sales for a reporting period.

*Provisions for pharmaceutical sales returns––*Provisions are based on a calculation for each market that incorporates the following, as appropriate: local returns policies and practices; historical returns as a percentage of sales; an understanding of the reasons for past returns; estimated shelf life by product; an estimate of the amount of time between shipment and return or lag time; and any other factors that could impact the estimate of future returns, such as patent-based expirations or loss of regulatory exclusivity, product recalls or a changing competitive environment. Generally, returned products are destroyed, and customers are refunded the sales price in the form of a credit.

We record sales incentives as a reduction of revenues at the time the related revenues are recorded or when the incentive is offered, whichever is later. We estimate the cost of our sales incentives based on our historical experience with similar incentives programs to predict customer behavior.

The following outlines our common sales arrangements:

  • Customers––Our prescription biopharmaceutical products, with the exception of Paxlovid in 2023, are sold principally to wholesalers, but we also sell directly to retailers, hospitals, clinics, government agencies and pharmacies. In 2023, we principally sold Paxlovid globally to government agencies. Our vaccines in the U.S. are primarily sold directly to the federal government (including the CDC), wholesalers, individual provider offices, retail pharmacies and integrated delivery systems. Our vaccines outside the U.S. are primarily sold to government and non-government institutions. Certain products in our portfolio are subject to seasonality of demand and Paxlovid revenues trend with infection rates. Prescription pharmaceutical products that ultimately are used by patients are generally covered under governmental programs, managed care programs and insurance programs, including those managed through PBMs in the U.S; and are subject to sales allowances and/or rebates payable directly to those programs. Those sales allowances and rebates are generally negotiated, but government programs may have legislated amounts by type of product (e.g., patented or unpatented).

Specifically:

  • In the U.S., we sell our products principally to distributors and hospitals. We also have contracts with managed care programs or PBMs and legislatively mandated contracts with the federal and state governments under which we provide rebates based on medicines utilized by the lives they cover. We record provisions for Medicare, Medicaid, and performance-based contract pharmaceutical rebates based upon our experience ratio of rebates paid and actual prescriptions written during prior periods. We apply the experience ratio to the respective period’s sales to determine the rebate accrual and related expense. This experience ratio is evaluated regularly to ensure that the historical trends are as current as practicable. We estimate discounts on branded prescription drug sales in prior periods to Medicare Part D participants in the Medicare “coverage gap,” also known as the “doughnut hole,” (applicable through 2024) and discounts in the initial coverage and catastrophic phases under the Manufacturer Discount Program (effective January 1, 2025) based on historical beneficiary prescription experience and expected utilization resulting from the applicable discount, whether in the coverage gap or under the Manufacturer Discount Program, respectively. For performance-based contract rebates, we also consider current contract terms, such as changes in formulary status and rebate rates.

  • Outside the U.S., the majority of our pharmaceutical sales allowances are contractual or legislatively mandated and our estimates are based on actual invoiced sales within each period, which reduces the risk of variations in the estimation process. In certain European countries, rebates are calculated on the government’s total unbudgeted pharmaceutical spending or on specific product sales thresholds and we apply an estimated allocation factor against our actual invoiced sales to project the expected level of reimbursement. We obtain third-party information that helps us to monitor the adequacy of these accruals.

  • Provisions for pharmaceutical chargebacks (primarily reimbursements to U.S. wholesalers for honoring contracted prices and legislated discounts to third parties) closely approximate actual amounts incurred, as we settle these deductions generally within two to five weeks of incurring the liability.

We recorded revenues of more than $1 billion for each of 12 products in 2025, for each of 11 products in 2024 and for each of nine products in 2023, and these revenues represented 65%, 66% and 64% of our Total revenues in 2025, 2024 and 2023, respectively. See Note 17C. The loss or expiration of intellectual property rights can have a significant adverse effect on our revenues as our contracts with customers will generally be at lower selling prices and lower volumes due to added generic competition. We generally provide for higher sales returns during the period in which individual markets begin to near the loss or expiration of intellectual property rights.

Our accruals for Medicare, Medicaid and related state program and performance-based contract rebates, chargebacks, sales allowances and sales returns and cash discounts are as follows:
As of December 31,
(MILLIONS)20252024
Reserve against Trade accounts receivable, less allowance for doubtful accounts$1,803$1,627
Other current liabilities**:**
Accrued rebates7,9097,195
Other accruals750972
Other noncurrent liabilities1,2041,029
Total accrued rebates and other sales-related accruals$11,666$10,822

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from Product revenues.

Trade Accounts Receivable—Trade accounts receivable are stated at their net realizable value. The allowance for credit losses reflects our best estimate of expected credit losses of the receivables portfolio determined on the basis of historical experience, current information, and forecasts of future economic conditions. In developing the estimate for expected credit losses, trade accounts receivables are segmented into

Pfizer Inc.2025 Form 10-K60

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

pools of assets depending on market, delinquency status, and customer type (high risk versus low risk and government versus non-government), and reserve percentages are established for each pool of trade accounts receivables.

In determining the reserve percentages for each pool of trade accounts receivables, we considered our historical experience with certain customers and customer types, regulatory and legal environments, country and political risk, and other relevant current and future forecasted macroeconomic factors. These credit risk indicators are monitored on a quarterly basis to determine whether there have been any changes in the economic environment that would indicate the established reserve percentages should be adjusted, and are considered on a regional basis to reflect more geographic-specific metrics. Additionally, write-offs and recoveries of customer receivables are tracked against collections on a quarterly basis to determine whether the reserve percentages remain appropriate. When management becomes aware of certain customer-specific factors that impact credit risk, specific allowances for these known troubled accounts are recorded. Trade accounts receivable are written off after all reasonable means to collect the full amount (including litigation, where appropriate) have been exhausted.

During 2025 and 2024, additions to the allowance for credit losses, write-offs and recoveries of customer receivables were not material to our consolidated financial statements.

H. Collaborative Arrangements

Payments to and from our collaboration partners are presented in our consolidated statements of operations based on the nature of the arrangement (including its contractual terms), the nature of the payments and applicable accounting guidance. Under co-commercialization agreements, we record the amounts received for our share of gross profits from our collaboration partners as Alliance revenues, when our collaboration partners are the principal in the transaction and we receive a share of their net sales or profits. Alliance revenues are recorded as we perform co-promotion activities for the collaboration and the collaboration partners sell the products to their customers. The related expenses for selling and marketing these products including reimbursements to or from our collaboration partners for these costs are included in Selling, informational and administrative expenses. In collaborative arrangements where we manufacture a product for our collaboration partners, we record revenues when we transfer control of the product to our collaboration partners. In collaboration arrangements where we are the principal in the transaction, we record amounts paid to collaboration partners for their share of net sales or profits earned, and all royalty payments to collaboration partners as Cost of sales. Royalty payments received from collaboration partners are included in Royalty revenues.

Reimbursements to or from our collaboration partners for development costs are typically recorded in Research and development expenses. Upfront payments and pre-approval milestone payments due from us to our collaboration partners in development stage collaborations are recorded as Acquired in-process research and development expenses. Milestone payments due from us to our collaboration partners after regulatory approval has been attained for a medicine are recorded in Identifiable intangible assets, net—developed technology rights. Upfront and pre-approval milestone payments earned from our collaboration partners by us are recognized in Other (income)/deductions—net over the development period for the products, when our performance obligations include providing R&D services to our collaboration partners. Upfront, pre-approval and post-approval milestone payments earned by us may be recognized in Other (income)/deductions—net immediately when earned or over other periods depending upon the nature of our performance obligations in the applicable collaboration. Where the milestone event is regulatory approval for a medicine, we generally recognize milestone payments due to us in the transaction price when regulatory approval in the applicable jurisdiction has been attained. We may recognize milestone payments due to us in the transaction price earlier than the milestone event in certain circumstances when recognition of the income would not be probable of a significant reversal.

I. Cost of Sales and Inventories

Inventories are recorded at the lower of cost or net realizable value. The cost of finished goods, work in process and raw materials is determined using average actual cost. We regularly review our inventories for impairment and reserves are established when necessary. Inventories that are not expected to be sold within 12 months are classified as Other noncurrent assets. See Note 8A.

J. Selling, Informational and Administrative Expenses

Selling, informational and administrative costs are expensed as incurred. Among other things, these expenses include the internal and external costs of marketing, advertising, shipping and handling, digital and legal defense. Advertising expenses totaled approximately $2.7 billion in 2025, $3.3 billion in 2024 and $3.7 billion in 2023. Production costs are expensed as incurred and the costs of TV, radio, and other electronic media and publications are expensed when the related advertising occurs.

K. Research and Development Expenses

R&D costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as R&D activities performed in connection with certain licensing arrangements.

L. Acquired In-Process Research and Development Expenses

Before a compound receives regulatory approval, we record upfront and milestone payments we make to third parties under licensing and collaboration arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a compound receives regulatory approval, we record any milestone payments in Identifiable intangible assets, net and, unless the asset is determined to have an indefinite life, we typically amortize the payments on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. Acquired in-process research and development expenses includes costs incurred in connection with (a) all upfront and milestone payments on collaboration and in-license agreements, including premiums on equity securities and (b) asset acquisitions of acquired IPR&D.

Pfizer Inc.2025 Form 10-K61

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

M. Long-Lived Assets

Long-lived assets include:

  • Property, plant and equipment, net—These assets are recorded at cost, including any significant improvements after purchase, less accumulated depreciation. Property, plant and equipment assets, other than land and construction in progress, are depreciated on a straight-line basis over the estimated useful life of the individual assets. Depreciation begins when the asset is ready for its intended use. For tax purposes, accelerated depreciation methods are used as allowed by tax laws.

  • Identifiable intangible assets, net—These assets are recorded at fair value at acquisition. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Intangible assets with indefinite lives are not amortized until a useful life can be determined.

  • Goodwill—Goodwill represents the excess of the consideration transferred for an acquired business over the assigned values of its net assets. Goodwill is not amortized.

Amortization of finite-lived acquired intangible assets is included in Amortization of intangible assets.

We review our long-lived assets for impairment indicators throughout the year. We perform impairment testing for indefinite-lived intangible assets and goodwill at least annually and for all other long-lived assets whenever impairment indicators are present. When necessary, we record impairments of long-lived assets for the amount by which the fair value is less than the carrying value of these assets.

Specifically:

  • For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, such as property, plant and equipment, whenever impairment indicators are present, we calculate the undiscounted value of the projected cash flows for the asset, or asset group, and compare this estimated amount to the carrying amount. If the carrying amount is greater, we record an impairment loss for the excess of book value over fair value. In addition, we reevaluate the remaining useful lives of the assets and modify them, as appropriate.

  • For indefinite-lived intangible assets, such as brands and IPR&D assets, when necessary, we determine the fair value of the asset and record an impairment loss, if any, for the excess of book value over fair value. In addition, in all cases of an impairment review other than for IPR&D assets, we re-evaluate whether continuing to characterize the asset as indefinite-lived is appropriate.

  • For goodwill, when necessary, we determine the fair value of each reporting unit and record an impairment loss, if any, for the excess of the book value of the reporting unit over the implied fair value.

N. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives

We incur restructuring charges in connection with acquisitions when we implement plans to restructure and integrate the acquired operations or in connection with our cost-reduction and productivity initiatives.

  • In connection with acquisition activity, we typically incur costs associated with executing the transactions, integrating the acquired operations (which may include expenditures for consulting and the integration of systems and processes), and restructuring the combined company (which may include charges related to employees, assets and activities that will not continue in the combined company); and

  • In connection with our cost-reduction/productivity initiatives, we typically incur costs and charges for site closings and other facility rationalization actions, workforce reductions and the expansion of shared services, including the development of global systems, and digital enablement.

Included in Restructuring charges and certain acquisition-related costs are all restructuring charges, as well as certain other costs associated with acquiring and integrating an acquired company. If the restructuring action results in a change in the estimated useful life of an asset, that incremental impact is classified in Cost of sales, Selling, informational and administrative expenses and/or Research and development expenses, as appropriate. Employee termination costs are generally recorded when the actions are probable and estimable and include accrued severance benefits, pension and postretirement benefits, many of which may be paid out during periods after termination. Transaction costs, such as banking, legal, accounting and other similar costs incurred in connection with a business acquisition are expensed as incurred*.*

Our business may be impacted by these actions, including sales and marketing, manufacturing and R&D, as well as our corporate enabling functions.

O. Cash Equivalents and Statement of Cash Flows

Cash equivalents include items almost as liquid as cash, such as certificates of deposit and time deposits with maturity periods of three months or less when purchased. If items meeting this definition are part of a larger investment pool, we classify them as Short-term investments.

Cash flows for financial instruments designated as fair value or cash flow hedges may be included in operating, investing or financing activities, depending on the classification of the items being hedged. Cash flows for financial instruments designated as net investment hedges are classified according to the nature of the hedging instrument. Cash flows for financial instruments that do not qualify for hedge accounting treatment are classified according to their purpose and accounting nature.

P. Investments and Derivative Financial Instruments

The classification of an investment depends on the nature of the investment, our intent and ability to hold the investment, and the degree to which we may exercise influence. Our investments are primarily comprised of the following:

  • Public equity securities with readily determinable fair values, which are carried at fair value, with changes in fair value reported in Other (income)/deductions—net.
Pfizer Inc.2025 Form 10-K62

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

  • Available-for-sale debt securities, which are carried at fair value, with changes in fair value reported in Other comprehensive income/(loss) until realized.

  • Held-to-maturity debt securities, which are carried at amortized cost.

  • Private equity securities without readily determinable fair values and where we have no significant influence are measured at cost minus any impairment and plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

  • For equity investments in common stock or in-substance common stock where we have significant influence over the financial and operating policies of the investee, we use the equity-method of accounting. Under the equity-method, we record our share of the investee’s income and expenses in Other (income)/deductions—net. The excess of the cost of the investment over our share of the underlying equity in the net assets of the investee as of the acquisition date is allocated to the identifiable assets and liabilities of the investee, with any remaining excess amount allocated to goodwill. Such investments are initially recorded at cost, which is the fair value of consideration paid and typically does not include contingent consideration.

Realized gains or losses on sales of investments are determined by using the specific identification cost method.

We regularly evaluate all of our financial assets for impairment. For investments in debt and equity, if and when a decline in fair value is determined, an impairment charge is recorded and a new cost basis in the investment is established. For equity-method investments, an impairment charge is recorded only if and when a decline in fair value is determined to be other-than-temporary.

Derivative financial instruments are carried at fair value in certain balance sheet categories (see Note 7A), with changes in fair value reported in net income or, for certain qualifying hedging relationships, in Other comprehensive income/(loss) (see Note 7E).

Q. Income Taxes

Income taxes are accounted for under the asset and liability method. Provisions for federal, state and foreign income taxes are calculated on reported pre-tax earnings based on tax laws currently in effect. Deferred taxes are recognized for the future tax effects of temporary differences between financial and income tax reporting based on enacted tax laws and rates and are adjusted for changes in tax laws and rates when such changes are enacted. Deferred taxes related to GILTI (NCTI) for taxable years starting after December 31, 2025 are also recognized for the future tax effects of temporary differences.

We provide a valuation allowance when we believe that our deferred tax assets are not recoverable based on an assessment of estimated future taxable income that incorporates ongoing, prudent and feasible tax-planning strategies, that would be implemented, if necessary, to realize the deferred tax assets. Amounts recorded for valuation allowances require judgments about future income which can depend heavily on estimates and assumptions. All deferred tax assets and liabilities within the same tax jurisdiction are presented as a net amount in the noncurrent deferred tax assets or noncurrent deferred tax liabilities sections of our consolidated balance sheet.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position, based on its technical merits, will be sustained upon examination by the taxing authority. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate resolution. We regularly monitor our position and subsequently recognize the unrecognized tax benefit: (i) if there are changes in tax law, analogous case law or there is new information that sufficiently raise the likelihood of prevailing on the technical merits of the position to “more likely than not”; (ii) if the statute of limitations expires; or (iii) if there is a completion of an audit resulting in a favorable settlement of that tax year with the appropriate agency.

Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but our estimates of unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variation from such estimates could materially affect our financial statements in the period of settlement or when the statutes of limitations expire, as we treat these events as discrete items in the period of resolution.

See Note 5 for further information regarding income taxes.

R. Pension and Postretirement Benefit Plans

The majority of our employees worldwide are covered by defined benefit pension plans, defined contribution plans or both. In the U.S., we have both IRC-qualified and supplemental (non-qualified) defined benefit plans and defined contribution plans, as well as other postretirement benefit plans consisting primarily of medical insurance for retirees and their eligible dependents. Net periodic pension and postretirement benefit costs other than the service costs are recognized in Other (income)/deductions—net. We immediately recognize actuarial gains and losses arising from the remeasurement of our pension and postretirement plans (mark-to-market accounting). Each time a pension or postretirement plan is remeasured, the actuarial gain or loss is recognized immediately and classified as Other (income)/deductions––net. We recognize the overfunded or underfunded status of each of our defined benefit plans as an asset or liability. The obligations are generally measured at the actuarial present value of all benefits attributable to employee service rendered, as provided by the applicable benefit formula. Our pension and other postretirement obligations may be determined using certain assumptions. See Note 11B.

S. Legal and Environmental Contingencies

We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business, such as patent litigation, product liability and other product-related litigation, commercial and other asserted or unasserted matters, environmental claims and proceedings, government investigations and guarantees and indemnifications. In assessing contingencies related to legal and environmental proceedings that are pending against the Company, or unasserted claims that are probable of being asserted, we record accruals for these contingencies to the extent that we conclude that a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, we accrue that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, we accrue the lowest amount in the range. We record anticipated recoveries under existing insurance contracts when recovery is assured.

Pfizer Inc.2025 Form 10-K63

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

T. Share-Based Payments

Our compensation programs include share-based payments. Generally, grants under share-based payment programs are accounted for at fair value and these fair values are generally amortized on a straight-line basis or on an accelerated attribution approach over the vesting terms with the related costs recorded in Cost of sales, Selling, informational and administrative expenses and/or Research and development expenses, as appropriate.

Note 2. Acquisitions, Divestitures, Equity-Method Investments, Collaborative Arrangements, Research and Development Arrangements and In-Licensing Arrangements

A. Acquisitions

*Metsera––*On November 13, 2025, we acquired Metsera, a clinical-stage biopharmaceutical company accelerating the next generation of medicines for obesity and cardiometabolic diseases, for $65.60 per share in cash plus a contingent value right (CVR) of up to $20.65 per share in potential additional payments (up to $2.3 billion) tied to the achievement of three specified milestones: $4.60 per share following the Phase 3 clinical trial start of Metsera’s injectable GLP-1 receptor antagonist MET-097i+amylin analog MET-233i combination, $6.40 per share following FDA approval of Metsera’s monthly MET-097i monotherapy and $9.65 per share following FDA approval of Metsera’s monthly MET-097i+MET-233i combination. The total fair value of the consideration transferred was $8.0 billion ($7.8 billion net of cash acquired), which includes the fair value of $632 million for the noncash CVRs and $475 million for employee stock awards related to pre-acquisition service. In addition, $129 million in post-closing compensation expense for Metsera employee incentive awards was recorded in Restructuring charges and certain acquisition-related costs.

In connection with this business combination, we provisionally recorded: (i) $8.0 billion of identifiable intangible assets, net, consisting of IPR&D, (ii) $2.2 billion of Goodwill, (iii) $1.7 billion of net deferred tax liabilities, and (iv) $635 million of contingent consideration liability assumed from Metsera. Goodwill resulted primarily from the recognition of deferred tax liabilities, is related to our Biopharma segment (see Note 10) and is not deductible for tax purposes. The contingent consideration liability was recorded at fair value and relates to Metsera’s 2023 acquisition of Zihipp Ltd (Zihipp). As a part of that transaction, the former Zihipp shareholders are entitled to future potential development, regulatory and commercialization milestones, along with low-single digit royalties on net product sales on the MET-097i and MET-233i product candidates. The allocation of the consideration transferred to the assets acquired and liabilities assumed has not yet been finalized.

Pro forma information has not been presented because this acquisition is not material to our consolidated financial statements.

*Seagen––*On December 14, 2023 (the acquisition date), we acquired Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $229 per share in cash. The total fair value of the consideration transferred was $44.2 billion ($43.4 billion, net of cash acquired). In addition, in connection with the acquisition, $476 million in post-closing compensation expense for Seagen employee incentive awards was recorded in Restructuring charges and certain acquisition-related costs (see Note 3).

Seagen’s principal business was the development, manufacture, marketing and distribution of targeted cancer therapeutics, primarily using ADC technology. Seagen’s portfolio includes four approved medicines as well as a pipeline of product candidates. We believe our acquisition of Seagen will strengthen our oncology capabilities by allowing us to combine Seagen’s ADC technology with the resources and scale of the Pfizer enterprise and to advance more potential breakthroughs to patients with cancer.

The final allocation of the consideration transferred to the assets acquired and the liabilities assumed has been completed and is summarized in the following table:

(MILLIONS)Final Amounts Recognized as of Acquisition Date
Working capital, excluding inventories(a)$621
Inventories(b)3,273
Property, plant and equipment280
Identifiable intangible assets, excluding in-process research and development(c)7,920
In-process research and development19,900
Other noncurrent assets59
Net income tax accounts(d)(4,779)
Other noncurrent liabilities(187)
Total identifiable net assets27,086
Goodwill17,148
Net assets acquired/total consideration transferred$44,234

(a)Includes cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued compensation and other current liabilities.

(b)Comprised of $1.1 billion current inventories and $2.1 billion noncurrent inventories.

(c)Comprised mainly of $7.5 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years.

(d)Included primarily in Noncurrent deferred tax liabilities.

As of the acquisition date, the fair value of accounts receivable approximated the book value acquired. The gross contractual amount receivable was $597 million.

In the ordinary course of business, Seagen may incur liabilities for environmental, legal and tax matters, as well as guarantees and indemnifications. These matters may include contingencies. Except as specifically excluded by the relevant accounting standard, contingencies are required to be measured at fair value as of the acquisition date if the acquisition-date fair value of the asset or liability arising

Pfizer Inc.2025 Form 10-K64

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

from a contingency can be determined. If the acquisition-date fair value of the asset or liability cannot be determined, the asset or liability would be recognized at the acquisition date if both of the following criteria are met: (i) it is probable that an asset existed or that a liability had been incurred at the acquisition date, and (ii) the amount of the asset or liability can be reasonably estimated.

  • Environmental Matters—In the ordinary course of business, Seagen may incur liabilities for environmental matters such as remediation work, asset retirement obligations and environmental guarantees and indemnifications.

  • Legal Matters—Seagen is involved in various legal proceedings, including patent, intellectual property, and product liability matters of a nature considered normal to its business. The contingencies arising from legal matters are not significant to our consolidated financial statements.

  • Tax Matters—In the ordinary course of business, Seagen incurs liabilities for income taxes. Income taxes are exceptions to both the recognition and fair value measurement principles associated with the accounting for business combinations. Reserves for income tax contingencies continue to be measured under the benefit recognition model. Net liabilities for income taxes as of the acquisition date were $4.8 billion, including $48 million for uncertain tax positions. The net tax liability includes $6.3 billion for the tax impact of fair value adjustments, partially offset by $1.5 billion for deferred tax assets on which Seagen had recognized a valuation allowance.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition of Seagen includes the following:

  • the expected specific synergies and other benefits that we believe will result from combining the operations of Seagen with the operations of Pfizer;

  • any intangible assets that do not qualify for separate recognition, as well as future, as yet unidentified projects and products; and

  • the value of the going-concern element of Seagen’s existing businesses (the higher rate of return on the assembled collection of net assets versus if Pfizer had acquired all of the net assets separately).

Goodwill is not amortized and is not deductible for tax purposes. All of the goodwill related to the acquisition of Seagen is related to our Biopharma segment (see Note 10).

Actual and Pro Forma Impact of Acquisition—The following table presents information for Seagen’s operations that are included in Pfizer’s consolidated statements of operations beginning from the acquisition date, December 14, 2023, through Pfizer’s year-end in 2023:

(MILLIONS)December 31, 2023
Revenues$132
Net loss attributable to Pfizer Inc. common shareholders(a)(746)

(a)Includes restructuring, integration and acquisition-related costs ($614 million pre-tax) and purchase accounting charges related to (i) the fair value adjustment for acquisition-date inventory estimated to have been sold ($109 million pre-tax); (ii) amortization expense related to the fair value of identifiable intangible assets acquired from Seagen ($25 million pre-tax); as well as (iii) depreciation expense related to the fair value adjustment of fixed assets acquired from Seagen ($2 million pre-tax).

The following table provides unaudited U.S. GAAP supplemental pro forma information as if the acquisition of Seagen had occurred on January 1, 2022:

Unaudited Supplemental Pro Forma Consolidated Results
(MILLIONS, EXCEPT PER SHARE DATA)Year Ended December 31, 2023
Revenues$61,893
Net income/(loss) attributable to Pfizer Inc. common shareholders(1,481)
Diluted earnings/(loss) per share attributable to Pfizer Inc. common shareholders(0.26)

The unaudited supplemental pro forma consolidated results do not purport to reflect what the combined company’s results of operations would have been had the acquisition occurred on January 1, 2022, nor do they project the future results of operations of the combined company or reflect the expected realization of any cost savings associated with the acquisition. The actual results of operations of the combined company may differ significantly from the pro forma information reflected here due to many factors.

The unaudited supplemental pro forma financial information includes various assumptions, including those related to the purchase price allocation of the assets acquired and the liabilities assumed from Seagen. The historical U.S. GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments for the year ended December 31, 2023:

  • Additional amortization expense of approximately $553 million related to the fair value of identifiable intangible assets acquired.

  • Additional expense related to the fair value adjustment to acquisition-date inventory estimated to have been sold of approximately $755 million.

  • Additional estimated interest expense of approximately $984 million related to the debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition.

  • Elimination of interest income of approximately $1.2 billion related to the debt issuance proceeds that were invested prior to the acquisition date and associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially finance the acquisition.

The above adjustments were then adjusted for the applicable tax impact using an estimated weighted-average statutory tax rate applied to the applicable pro forma adjustments.

The acquisition of Seagen had no impact on Pfizer’s weighted-average shares as no shares were issued.

Pfizer Inc.2025 Form 10-K65

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

B. Divestitures

Divestiture of Early-Stage Rare Disease Gene Therapy Portfolio––On September 19, 2023, we completed an agreement with Alexion, under which Alexion purchased and licensed the assets of our early-stage rare disease gene therapy portfolio. Under the terms of the agreement, Alexion will pay us total consideration of up to $1 billion, consisting of an upfront payment of $300 million which was paid at closing and future contingent milestone payments, plus tiered royalties based on annual net sales of the assets. In connection with the closing of the transaction, Pfizer recognized a $222 million pre-tax gain in Other (income)/deductions––net (see Note 4).

*Upjohn Separation and Combination with Mylan––*In connection with the 2020 spin-off and the combination of the Upjohn Business with Mylan to form Viatris, Pfizer and Viatris entered into various agreements, including a separation and distribution agreement, interim operating models, including agency arrangements, MSAs, TSAs, a tax matters agreement, and an employee matters agreement, among others. The interim agency operating model arrangements primarily include billings, collections and remittance of rebates that we are performing on a transitional basis on behalf of Viatris. Under the MSAs, Pfizer or Viatris, as the case may be, manufactures, labels and packages products for the other party. The terms of the MSAs range in initial duration from four to seven years post-separation. Services under the TSAs were largely completed as of December 31, 2023. Amounts recorded under the above agreements in 2025, 2024 and 2023 were not material to our operations. Net amounts due to Viatris under the above agreements were $179 million as of December 31, 2025 and $105 million as of December 31, 2024. The cash flows associated with the above agreements are included in Net cash provided by/(used in) operating activities.

C. Equity-Method Investments

*Haleon––*Haleon, is an independent, publicly traded company listed on the London Stock Exchange that holds the joint historical consumer healthcare business of GSK and Pfizer. We owned 32% of Haleon as of December 31, 2023. In March 2024, we sold approximately 30% of our investment in Haleon through the sale of 791 million ordinary shares in a global public offering, and the sale of 102 million ordinary shares directly to Haleon, for $3.5 billion. In October 2024, we sold approximately 34% of our remaining investment in Haleon through the sale of 640 million ordinary shares in a global public offering, and the sale of 61 million ordinary shares directly to Haleon, for $3.5 billion. We recognized total gains on these sales of our Haleon shares of $945 million during 2024 in Other (income)/deductions––net (see Note 4). After the October 2024 share sale, we owned approximately 15% of the outstanding voting shares of Haleon as of December 31, 2024. We sold the remaining portion of our investment in Haleon for $6.3 billion and recognized a net loss on the sale of $144 million in the first quarter of 2025 in Other (income)/deductions––net.

Through the third quarter of 2024, we accounted for our Haleon investment under the equity method and recorded our share of earnings from Haleon on a quarterly basis on a one-quarter lag in Other (income)/deductions––net. As Haleon was a foreign investee whose reporting currency is the U.K. pound, we translated its financial statements into U.S. dollars and recognized the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income. With the reduction in our Haleon ownership percentage and board representation after the October 2024 sale, we no longer had the ability to exercise significant influence over the operating and financial policies of Haleon. As a result, we discontinued the application of the equity method to our Haleon investment, and began to account for the investment as an equity security with a readily determinable fair value, which was carried at fair value, with changes in fair value reported in Other (income)/deductions––net, until its disposition in the first quarter of 2025. See Note 4**.

The following table summarizes the change in the carrying value of our investment in Haleon while subject to the equity method during 2024:
(MILLIONS)2024
Beginning carrying value reported in Equity-method investments$11,451
Carrying value of shares sold(6,113)
Dividends(212)
Currency translation adjustments and other(a)341
Basis difference adjustments and amortization(b), (c)(91)
Pfizer share of Haleon investee capital transaction(b), (d)(44)
Pfizer share of Haleon earnings(b)224
Reclassification of accumulated other comprehensive income balances in Equity-method investments(e)(143)
Transfer of carrying value to Short-term investments(f)(5,411)
Ending carrying value$—

(a)See Note 6**.

(b)Included in Other (income)/deductions––net.

(c)Adjustments include (i) the impact of Haleon’s brand divestitures and impairments of intangible assets and (ii) changes in Haleon’s tax rates on intangible asset-related deferred tax liabilities.

(d)Includes (i) a decrease of $91 million recorded in the second quarter of 2024 for Pfizer’s share of an investee capital transaction recognized by Haleon for treasury stock Haleon purchased in the first quarter of 2024 and (ii) an increase of $46 million recorded in the third quarter of 2024 for the impact of the reduction in Pfizer’s ownership from approximately 32% to approximately 23% as applied to dividends with a record date in the first quarter of 2024, which were recognized in Haleon’s second quarter 2024 financial statements.

(e)Activity primarily represents foreign currency translation balances in accumulated other comprehensive income related to the equity-method investment in Haleon that were reclassified into equity-method investments upon our loss of significant influence over Haleon and our discontinuance of the equity method for the Haleon investment.

(f)The final carrying value of our equity-method investment in Haleon was reclassified to Short-term investments and was accounted for as an equity investment with a readily determinable fair value, until its disposition in the first quarter of 2025.

*Investment in ViiV––*In 2009, we and GSK created ViiV, which is focused on research, development and commercialization of human immunodeficiency virus (HIV) medicines. We own approximately 11.7% of ViiV, and prior to 2016 we accounted for our investment under the equity method due to the significant influence that we have over the operations of ViiV through our board representation and minority veto rights. We suspended application of the equity method to our investment in ViiV in 2016 when the carrying value of our investment was

Pfizer Inc.2025 Form 10-K66

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

reduced to zero due to the recognition of cumulative equity-method losses and dividends, and therefore we no longer record our proportionate share of ViiV’s net income (loss) in our results of operations. Since 2016, we have recognized dividends from ViiV as income in Other (income)/deductions––net when earned, including dividends of $265 million in 2025, $272 million in 2024 and $265 million in 2023 (see*Note 4*).

Summarized financial information for our equity-method investee, ViiV, as of December 31, 2025 and 2024 and for the years ending December 31, 2025, 2024, and 2023 is as follows:
As of December 31,
(MILLIONS)20252024
Current assets$4,991$4,338
Noncurrent assets3,2973,223
Total assets$8,288$7,561
Current liabilities$4,714$4,280
Noncurrent liabilities5,7356,205
Total liabilities$10,449$10,485
Total net equity/(deficit) attributable to shareholders$(2,161)$(2,924)
Year Ended December 31,
(MILLIONS)202520242023
Net sales$9,824$8,971$7,845
Cost of sales(1,637)(1,360)(1,060)
Gross profit$8,187$7,611$6,785
Income from continuing operations4,2773,0623,090
Net income4,2773,0623,090
Income attributable to shareholders4,2773,0623,090

D. Collaborative Arrangements

We enter into collaborative arrangements with respect to in-line medicines, as well as medicines in development that require completion of research and regulatory approval. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity, typically a research and/or commercialization effort, where both we and our partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Our rights and obligations under our collaborative arrangements vary. For example, we have agreements to co-promote pharmaceutical products discovered by us or other companies, and we have agreements where we partner to co-develop and/or participate together in commercializing, marketing, promoting, manufacturing and/or distributing a drug product or vaccine.

Summarized Financial Information for Collaborative Arrangements

The following provides the amounts and classification of payments (income/(expense)) between us and our collaboration partners:
Year Ended December 31,
(MILLIONS)202520242023
Product revenues(a)$150$175$212
Alliance revenues(b)9,2668,3887,582
Royalty revenues(c)1,130923605
Total revenues from collaborative arrangements$10,546$9,486$8,400
Cost of sales(d)$(2,181)$(2,901)$(4,277)
Selling, informational and administrative expenses(e)(324)(335)(267)
Research and development expenses(f)145282219

(a)Represents sales to our partners of products manufactured by us.

(b)Substantially all relates to amounts earned from our partners under co-promotion agreements.

(c)Primarily relates to royalties from our collaboration partners.

(d)Primarily relates to amounts paid to collaboration partners for their share of net sales or profits earned in collaboration arrangements where we are the principal in the transaction, and cost of sales for inventory purchased from our partners.

(e)Represents net reimbursements to our partners for SI&A expenses incurred.

(f)Represents net reimbursements from our partners for R&D expenses incurred.

The amounts outlined in the above table do not include transactions with third parties other than our collaboration partners, or other costs for the products under the collaborative arrangements.

E. Research and Development Arrangements

Research and Development Funding Arrangement with Abingworth––In September 2025, we entered into an arrangement with Abingworth under which we will receive up to a total of $200 million in 2025 through 2027 to co-fund our quarterly development costs for specified

Pfizer Inc.2025 Form 10-K67

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2025 was $54 million. If successful, upon regulatory approval in the U.S. for the indication based on the applicable clinical trial, Abingworth will be eligible to receive an approval-based fixed milestone payment of up to $120 million payable to Abingworth over a period of approximately eighteen months. Following potential regulatory approval, Abingworth will be eligible to receive a combination of fixed milestone payments of up to $280 million in total based on achievement of certain levels of cumulative applicable net sales and payable to Abingworth over a period of approximately one year, as well as royalties based on mid-single digit percentage of the applicable net sales.

Research and Development Funding Arrangement with Blackstone––In March 2025, we entered into an arrangement with Blackstone under which we will receive up to a total of $326 million in 2025 through 2028 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2025 was $102 million. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $277 million payable to Blackstone over a period of one to three years. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $897 million in total based on achievement of certain levels of cumulative applicable net sales and payable to Blackstone over a period of five to seven years.

For both of the above arrangements, the net present value of the approval-based milestone payments and sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Accretion of interest on the liabilities will be recognized as interest expense in Other (income)/deductions––net.

*Research and Development Funding Arrangement with Blackstone––*In April 2023, we entered into an arrangement with Blackstone under which we will receive up to a total of $550 million in 2023 through 2026 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2025, 2024 and 2023 was $57 million, $135 million and $175 million, respectively. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $468 million contingent upon the successful results of the clinical trials. Fixed milestone payments due upon approval will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $550 million in total based on achievement of certain levels of cumulative applicable net sales, as well as royalties based on a mid-to-high single digit percentage of the applicable net sales. Fixed sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product, and royalties on net sales will be recorded as Cost of sales when incurred.

F. In-Licensing Arrangements

*In-Licensing Arrangement with YaoPharma––*In December 2025, we entered into an exclusive global collaboration and in-license agreement with YaoPharma, a leading innovation-driven global healthcare company, for the development, manufacturing and commercialization of YP05002, a small molecule glucagon-like peptide 1 (GLP-1) receptor agonist currently in Phase 1 development for chronic weight management. Under the terms of the agreement, YaoPharma will complete an ongoing YP05002 Phase 1 clinical trial and grants Pfizer an exclusive license to further develop, manufacture and commercialize YP05002 worldwide. YaoPharma received an upfront payment of $150 million and is eligible to receive milestone payments associated with certain development, regulatory and commercial milestones up to $1.935 billion, as well as tiered royalties on sales, if approved.

*In-Licensing Arrangement with 3SBio––*In July 2025, we completed an exclusive global, ex-China, in-licensing agreement with 3SBio, a leading Chinese biopharmaceutical company, for the development, manufacturing and commercialization of SSGJ-707/PF-08634404, a bispecific antibody targeting PD-1 and vascular endothelial growth factor, currently undergoing several clinical trials in China. Under the terms of the agreement, 3SBio received an upfront payment of $1.25 billion and is eligible to receive milestone payments associated with certain development, regulatory and commercial milestones up to $4.8 billion as well as tiered double-digit royalties on sales of SSGJ-707/PF-08634404, if approved. Additionally, the agreement provides Pfizer the option to extend the license to include exclusive development and commercialization rights to SSGJ-707/PF-08634404 in China. In exchange for the option to the exclusive rights in China, we made an upfront payment to 3SBio of $100 million and, in the event the option is exercised, we would pay an option exercise fee of up to $50 million depending on future events. In connection with this transaction, we recorded a $1.35 billion charge in the third quarter of 2025 in Acquired in-process research and development expenses and presented it as a cash outflow from operating activities. We also made a $100 million equity investment in 3SBio.

Note 3. Restructuring Charges and Other Costs Associated with Acquisitions and Cost-Reduction/Productivity Initiatives

A. Realigning Our Cost Base Program

In the fourth quarter of 2023, we announced that we launched a multi-year, enterprise-wide cost realignment program that aims to realign our costs with our longer-term revenue expectations. In the second quarter of 2025, we identified additional productivity opportunities to further reduce costs primarily in SI&A, driven in large part by enhanced digital enablement, including automation and AI, and simplification of business processes.

Pfizer Inc.2025 Form 10-K68

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

We expect costs associated with these components of the program to be incurred through 2027 and to total approximately $4.7 billion, representing primarily cash expenditures for severance, implementation, exit, and digital enablement costs, as well as non-cash asset write downs of which $3.1 billion is associated with our Biopharma segment.

Additionally, in connection with our efforts to simplify the structure and sharpen the focus of our R&D organization, in the first quarter of 2025, we expanded this program after having identified additional opportunities to drive improvements in productivity and operational efficiencies through enhanced digital enablement, including automation and AI, and simplification of business processes. We expect costs to implement these initiatives to be incurred through 2026 and to total approximately $600 million, primarily representing cash expenditures for severance, digital enablement and implementation, all of which is associated with our Biopharma segment. The majority of these costs were recorded in 2025, with cash outlays expected primarily in 2025 and 2026.

We expect costs associated with all the components of this program to total approximately $5.3 billion of which $3.7 billion is associated with the Biopharma segment.

From the start of this program through December 31, 2025, we incurred total costs of $4.2 billion, of which $3.2 billion is associated with our Biopharma segment (including $2.9 billion of restructuring charges).

B. Manufacturing Optimization Program

In the second quarter of 2024, we announced that we launched a multi-year, multi-phased program to reduce our costs of goods sold, which includes operational efficiencies, network structure changes, and product portfolio enhancements. The first phase of this program is primarily focused on operational efficiencies, and we expect costs for this first phase to total approximately $1.4 billion, primarily representing cash expenditures for severance and implementation costs, all of which is associated with our Biopharma segment. From the start of this program through December 31, 2025, we incurred costs of $1.1 billion (including $875 million of restructuring charges). These costs were recorded primarily through 2025, with cash outlays expected primarily through 2026.

C. Key Activities

The following summarizes costs and credits for acquisitions and cost-reduction/productivity initiatives:
Year Ended December 31,
(MILLIONS)202520242023
Restructuring charges/(credits):
Employee terminations$684$1,152$1,622
Asset impairments349432227
Exit costs59403119
Restructuring charges/(credits)(a)1,0921,9871,968
Transaction costs(b)1185190
Integration costs and other(c)340427785
Restructuring charges and certain acquisition-related costs1,5502,4192,943
Net periodic benefit costs/(credits) recorded in Other (income)/deductions––net(78)7(7)
Inventory write-offs––recorded in Cost of sales33——
Additional depreciation––asset restructuring recorded in our consolidated statements of operations as follows(d):
Cost of sales381431
Selling, informational and administrative expenses—51
Research and development expenses1——
Total additional depreciation––asset restructuring381932
Implementation costs recorded in our consolidated statements of operations as follows(e):
Cost of sales11612067
Selling, informational and administrative expenses11690289
Research and development expenses18984101
Total implementation costs421294457
Total costs associated with acquisitions and cost-reduction/productivity initiatives$1,965$2,738$3,426

(a)Primarily represents cost-reduction initiatives. Amounts associated with our Biopharma segment: (i) charges of $691 million for 2025 (including charges of $920 million for our Realigning our Cost Base Program and credits of $288 million for our Manufacturing Optimization Program), (ii) charges of $1.8 billion for 2024 (including charges of $1.2 billion our Manufacturing Optimization Program and charges of $571 million for our Realigning our Cost Base Program) and (iii) charges of $1.5 billion for 2023 (including charges of $1.4 billion for our Realigning our Cost Base Program and charges of $3 million for our Transforming to a More Focused Company program, that we have substantially completed). For 2025 and 2024, Employee terminations include revisions of estimates of previously recorded accruals for severance benefits, driven in large part by higher-than-expected voluntary attrition.

(b)Represents external costs for banking, legal, accounting and other similar services.

(c)Represents external, incremental costs directly related to integrating acquired businesses, such as expenditures for consulting and the integration of systems and processes, and certain other qualifying costs. 2023 costs mostly relate to our acquisition of Seagen, including $476 million that was recognized as a post-closing compensation expense for payments to Seagen employees in the fourth quarter of 2023 for the fair value of long-term incentive awards that vested upon closing and the expense for employee incentive awards issued in contemplation of the merger. See Note 2A**.

(d)Represents the impact of changes in the estimated useful lives of assets involved in restructuring actions.

(e)Represents incremental costs directly related to implementing our non-acquisition-related cost-reduction/productivity initiatives.

Pfizer Inc.2025 Form 10-K69

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following summarizes the components and changes in restructuring accruals:
(MILLIONS)Employee Termination CostsAsset Impairment ChargesExit CostsAccrual
Balance, January 1, 2024$1,978$—$11$1,988
Provision1,1524324031,987
Utilization and other(a)(1,083)(432)(341)(1,856)
Balance, December 31, 2024(b)2,046—742,120
Provision684349591,092
Utilization and other(a)(947)(349)(6)(1,302)
Balance, December 31, 2025(c)$1,783$—$127$1,910

(a)Other activity includes adjustments for foreign currency translation that are not material to our consolidated financial statements.

(b)Included in Other current liabilities ($1.7 billion) and Other noncurrent liabilities ($437 million).

(c)Included in Other current liabilities ($1.4 billion) and Other noncurrent liabilities ($466 million).

Note 4. Other (Income)/Deductions—Net

Components of Other (income)/deductions––net include:
Year Ended December 31,
(MILLIONS)202520242023
Interest income$(603)$(545)$(1,624)
Interest expense(a)2,6713,0912,209
Net interest expense2,0682,546585
Net (gains)/losses recognized during the period on equity securities(b)67(1,008)(1,590)
Income from collaborations, out-licensing arrangements and sales of compound/product rights(192)(42)(154)
Net periodic benefit costs/(credits) other than service costs(678)154(610)
Certain legal matters, net(c)1,057567474
Certain asset impairments(d)4,9403,2953,024
Haleon equity method (income)/loss(e)—(102)(505)
Other, net(f)(538)(1,022)(1,002)
Other (income)/deductions––net$6,724$4,388$222

(a)Capitalized interest totaled $166 million in 2025, $182 million in 2024 and $160 million in 2023.

(b)2024 net gains primarily included, among other things, an unrealized gain of $1.0 billion related to our previous investment in Haleon, which was carried at fair value at December 31, 2024 (see Note 2C). 2023 net gains primarily included, among other things, a realized gain of $1.7 billion related to our investment in Telavant Holdings, Inc. and unrealized gains of $297 million related to our investment in Cerevel Therapeutics Holdings, Inc., partially offset by unrealized losses of $292 million related to our investment in BioNTech.

(c)2025 primarily includes certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer. 2024 primarily included certain product liability expenses related to products discontinued and/or divested by Pfizer. 2023 primarily included certain product liability and other legal expenses related to products discontinued and/or divested by Pfizer and legal obligations related to pre-acquisition matters.

(d)The amount for 2025 represents intangible asset impairment charges, associated with our Biopharma segment, primarily due to changes in development plans and updated long-range commercial forecasts, composed of: (i) $3.9 billion in impairments of IPR&D assets primarily including $1.6 billion for disitamab vedotin, $820 million for Tukysa (tucatinib) and $820 million for osivelotor, and (ii) $1.0 billion in impairments primarily for certain U.S. sterile injectable and hospital products. The amount for 2024 primarily represented intangible asset impairment charges, and included $2.9 billion associated with our Biopharma segment, due to changes in development plans and updated long-range commercial forecasts, primarily composed of: (i) $1.0 billion for B7H4V (felmetatug vedotin), a Phase 1 IPR&D asset, (ii) $475 million for Medrol, a finite-lived brand, (iii) $435 million for Zavzpret nasal spray developed technology rights, (iv) $400 million and $200 million for Tukysa and disitamab vedotin, respectively, IPR&D assets reflecting emerging competition, as well as (v) other developed technology rights, IPR&D impairments and a finite-lived licensing agreement totaling $436 million which also included de-prioritization of certain assets. The amount for 2023 primarily represented intangible asset impairment charges of $3.0 billion, of which $2.9 billion was associated with our Biopharma segment, including: (i) $1.4 billion for etrasimod (Velsipity) IPR&D, based on a change in development plans for additional indications and overall revenue expectations, (ii) $964 million for Prevnar 13 developed technology rights due to updated commercial forecasts mainly reflecting a transition to vaccines with higher serotype coverage, as well as (iii) $486 million for various other IPR&D assets and developed technology rights, due to updated commercial forecasts mainly reflecting competitive pressures and/or prioritization decisions.

(e)See Note 2C.

(f)The amount for 2025 includes, among other things, dividend income of $265 million from our investment in ViiV. The amount for 2024 primarily included, among other things, (i) gains of $945 million on the partial sales of our previous investment in Haleon in March and October 2024, (ii) dividend income of $272 million from our investment in ViiV and (iii) a charge of $420 million recorded in the third quarter related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program. 2023 included, among other things, (i) dividend income of $265 million from our investment in ViiV and $211 million from our investment in Nimbus resulting from Takeda’s acquisition of Nimbus’s oral, selective allosteric tyrosine kinase 2 (TYK2) inhibitor program subsidiary and (ii) a $222 million gain on the divestiture of our early-stage rare disease gene therapy portfolio to Alexion.

Pfizer Inc.2025 Form 10-K70

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Additional information about the intangible assets that were impaired during 2025 follows:
Year Ended
Fair Value(a)December 31, 2025
(MILLIONS)AmountLevel 1Level 2Level 3Impairment
IPR&D(b)$4,400$—$—$4,400$3,903
Developed technology rights(b)185——185560
Finite-lived brand(b)————240
Indefinite-lived licensing agreement(b)————210
Finite-lived licensing agreement(b)————27
Total$4,585$—$—$4,585$4,940

(a)The fair value amounts reflect the remaining fair value for the assets that have been impaired as of the date of impairment, as these assets are not measured at fair value on a recurring basis. See also Note 1E**.

(b)Reflects intangible assets written down to fair value in 2025. Fair value was determined using the income approach, specifically the multi-period excess earnings method, also known as the discounted cash flow method. We started with a forecast of all the expected net cash flows for the asset and then applied an asset-specific discount rate to arrive at a net present value amount. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the product; and assumptions about the probability of technical and regulatory success (PTRS) of ongoing clinical trials, the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

For additional information on identifiable intangible assets, see Note 10**.

Note 5. Tax Matters

As a result of the prospective adoption of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), certain tables are presented in a different format not comparable to prior year disclosures, and certain data contained within the tables may be presented differently than in prior years.

A. Taxes on Income from Continuing Operations

Components of Income from continuing operations before provision/(benefit) for taxes on income include:
Year Ended December 31,
(MILLIONS)202520242023
United States$776$(637)$(4,411)
International6,7448,6605,469
Income from continuing operations before provision/(benefit) for taxes on income*(*a), (b)$7,520$8,023$1,058

(a)2025 v. 2024*––*The domestic income in 2025 versus the domestic loss in 2024 is primarily attributable to a reduction in operating expenses and restructuring charges, partially offset by higher asset impairment and legal charges. The decrease in the international income in 2025 versus international income in 2024 is primarily attributable to higher asset impairment charges. For 2025, the data in this table conforms to the updated income tax disclosure guidance in accordance with ASU 2023-09.

(b)2024 v. 2023*––*The reduction in the domestic loss in 2024 versus the domestic loss in 2023 is primarily attributable to increased revenues offset by higher restructuring charges and asset impairment charges. The increase in the international income is primarily attributable to lower: Cost of Sales, Restructuring charges and certain acquisition-related costs and asset impairment charges.

Components of Provision/(benefit) for taxes on income based on the location of the taxing authorities include:
Year Ended December 31,
(MILLIONS)202520242023
Current tax expense (benefit):
U.S. Federal$384$453$1,321
U.S. State and local17232(135)
Foreign1,3101,5881,142
Total current tax expense (benefit)$1,866$2,074$2,328
Deferred tax expense (benefit):
U.S. Federal$(1,826)$(1,909)$(2,606)
U.S. State and local(61)(293)(184)
Foreign(246)100(652)
Total deferred tax expense (benefit)$(2,133)$(2,102)$(3,442)
Total income tax expense (benefit)
U.S. Federal$(1,442)$(1,456)$(1,285)
U.S. State and local112(261)(319)
Foreign1,0641,689490
Provision/(benefit) for taxes on income$(266)$(28)$(1,115)
Pfizer Inc.2025 Form 10-K71

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The changes in Provision/(benefit) for taxes on income impacting the effective tax rate year-over-year are summarized below:

2025 v. 2024

The tax benefit of $266 million for 2025 compared to the tax benefit of $28 million for 2024 was primarily due to a favorable change in the jurisdictional mix of earnings, tax benefits related to global income tax resolutions in multiple tax jurisdictions spanning multiple tax years, and the remeasurement of deferred tax liabilities due to the enactment of the OBBBA on July 4, 2025.

2024 v. 2023

The tax benefit of $28 million for 2024 compared to the tax benefit of $1.1 billion for 2023 was primarily a result of changes in the jurisdictional mix of earnings partially offset by a tax benefit related to the Transition Tax liability under the TCJA.

In all years, federal, state and international net tax liabilities assumed or established as part of a business acquisition are not included in Provision/(benefit) for taxes on income (see Note 2A).

We elected, with the filing of our 2018 U.S. Federal Consolidated Income Tax Return, to pay our initial estimated $15 billion repatriation tax liability on accumulated post-1986 foreign earnings (Transition Tax liability) over eight years through 2026. The seventh annual installment was paid by its April 15, 2025 due date. The eighth and final annual installment is due April 15, 2026 and is reported in current Income taxes payable as of December 31, 2025. Our obligations may vary due to the availability of attributes such as foreign tax and other credit carryforwards or carrybacks.

Consistent with the disclosure requirements of ASU 2023-09, the table below summarizes income taxes paid (net of refunds received):
Year Ended December 31,
(MILLIONS)2025
U.S. Federal taxes$2,729
U.S. State and local taxes101
Foreign taxes
Ireland1,016
Other foreign jurisdictions842
Total income taxes paid$4,688
Consistent with our previous cash tax disclosures, the table below summarizes, cash taxes paid, net of refunds:
Year Ended December 31,
(MILLIONS)20242023
United States$2,593$1,923
International1,0121,224
Total$3,605$3,147
Pfizer Inc.2025 Form 10-K72

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

B. Tax Rate Reconciliation

The reconciliation of the U.S. statutory income tax rate to our effective tax rate for Income from continuing operations reflecting the requirements of ASU 2023-09, as adopted prospectively, follows:
2025
MillionsPercentage
U.S. federal statutory income tax$1,57921.0%
Domestic federal
Changes in tax laws or rates enacted in the current period(153)(2.0)
Cross border tax laws
Branches(432)(5.7)
Foreign-derived deduction-eligible income (FDDEI)(172)(2.3)
GILTI (NCTI)1872.5
Other(a)(71)(0.9)
Non-taxable or non-deductible items
Charitable contributions(99)(1.3)
Compensation1091.4
Other(a)791.1
Tax credits
GILTI (NCTI)(868)(11.5)
Subpart-F income(369)(4.9)
R&D(109)(1.5)
Other(a)(16)(0.2)
Other reconciling items
Intercompany license agreement(s)(221)(2.9)
Other(a)(10)(0.1)
State income taxes, net of federal effects(b)(4)(0.1)
Foreign
India
Change in valuation allowance(91)(1.2)
Other(a)(3)—
Ireland
Statutory income tax rate differential(268)(3.6)
Intercompany license agreement(s)1181.6
Other(a)570.8
Puerto Rico(c)(81)(1.1)
Singapore(d)
Varied income tax rates(315)(4.2)
Non-deductible interest expense3454.6
Other(a)891.2
Other foreign jurisdictions2763.7
Worldwide changes in unrecognized tax benefits1772.4
Total$(266)(3.5)%

(a)Primarily comprises items which, individually, do not require separate disclosure pursuant to guidance provided in ASU 2023-09.

(b)State taxes in California, Kentucky and Tennessee make up the majority of the tax effect in this category.

(c)We have tax incentives pursuant to a grant that expires during 2053. Under such grant, we are partially exempt from income, property and municipal taxes.

(d)We have grants and incentive tax rates effective through 2048 on income from manufacturing and other operations.

Pfizer Inc.2025 Form 10-K73

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The reconciliation of the U.S. statutory income tax rate to our effective tax rate for Income from continuing operations, prior to the adoption of ASU 2023-09 and as previously disclosed, follows:
20242023^
U.S. statutory income tax rate21.0%21.0%
Taxation of non-U.S. operations(a), (b)(7.9)(21.1)
Transition tax liability(c)(6.0)—
Tax settlements and resolution of certain tax positions(c)(2.4)(40.3)
Foreign-derived intangible income deduction(1.2)(33.1)
State & local taxes(d)(2.5)(22.4)
Charitable contributions(1.7)(7.3)
U.S. R&D tax credit(1.8)(15.8)
Interest(e)2.213.5
All other, net(f)0.10.2
Effective tax rate for income from continuing operations(0.4)%(105.4)%

^ The higher rate percentages for the 2023 reconciling items are significantly impacted by the lower domestic and international Income from continuing operations before provision/(benefit) for taxes on income (see Note 5A).

(a)For taxation of non-U.S. operations, this rate impact reflects the income tax rates and relative earnings in the locations where we do business outside the U.S., together with the U.S. tax cost on our international operations, changes in uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions,” as well as changes in valuation allowances. Specifically: (i) the jurisdictional location of earnings is a significant component of our effective tax rate each year, and the rate impact of this component is influenced by the specific location of non-U.S. earnings and the level of such earnings as compared to our total earnings; (ii) the U.S. tax implications of our foreign operations is a significant component of our effective tax rate each year and generally offsets some of the reduction to our effective tax rate each year resulting from the jurisdictional location of earnings; (iii) the impact of certain tax initiatives; and (iv) the impact of changes in uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions” is a component of our effective tax rate each year that can result in either an increase or decrease to our effective tax rate. The jurisdictional mix of earnings, which includes the impact of the location of earnings as well as the U.S. tax cost on our international operations, can vary as a result of operating fluctuations in the normal course of business and as a result of the extent and location of other income and expense items, such as restructuring charges, asset impairments and gains and losses on strategic business decisions. See also Note 5A for the components of pre-tax income and Provision/(benefit) for taxes on income, which is based on the location of the taxing authorities, and for information about settlements and other items impacting Provision/(benefit) for taxes on income.

(b)In both years, the reduction in our effective tax rate is a result of the jurisdictional location of earnings and is largely due to lower tax rates in certain jurisdictions, as well as manufacturing and other incentives for our subsidiaries in Singapore and, to a lesser extent, in Puerto Rico. We have Puerto Rican tax incentives pursuant to a grant that expires during 2053. Under such grant, we are partially exempt from income, property and municipal taxes. In Singapore, we have incentive tax rates effective through 2048 on income from manufacturing and other operations.

(c)See Note 5A**.

(d)Includes the impact of U.S. state and local taxes and changes in the state valuation allowances including those related to the acquisition of Seagen.

(e)Includes changes in interest related to our uncertain tax positions not included in the reconciling item called “Tax settlements and resolution of certain tax positions”.

(f)All other, net is primarily due to routine business operations.

C. Deferred Taxes

Components of our deferred tax assets and liabilities, shown before jurisdictional netting, follows:
2025 Deferred Tax^2024 Deferred Tax^
(MILLIONS)Assets(Liabilities)Assets(Liabilities)
Prepaid/deferred items$3,516$(635)$3,288$(847)
Accrued/deferred royalties1,051—1,306—
Inventories864(372)992(702)
Intangible assets(a)1,821(8,810)1,435(9,066)
Property, plant and equipment249(1,771)265(1,751)
Employee benefits842(255)1,002(274)
Restructurings and other charges388—462—
Legal and product liability reserves428—378—
Research and development7,235—7,635—
Net operating loss/tax credit carryforwards(b)1,763—2,028—
Unremitted earnings—(76)—(69)
State and local tax adjustments134—161—
Investments(c)234(36)73(248)
All other23(12)87(66)
18,547(11,968)19,112(13,023)
Valuation allowances(1,546)—(1,638)—
Total deferred taxes$17,001$(11,968)$17,474$(13,023)
Net deferred tax asset/(liability)(d), (e)$5,033$4,451

^ The deferred tax assets and liabilities associated with GILTI (NCTI) are included in the relevant categories. See Note 1Q.

Pfizer Inc.2025 Form 10-K74

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(a)The decrease in net deferred tax liabilities in 2025 is primarily due to the amortization of intangible assets and certain impairment charges, partially offset by the acquisition of intangible assets related to Metsera. See Note 2A.

(b)The amounts in 2025 and 2024 are reduced for unrecognized tax benefits of $636 million and $575 million, respectively, where we have net operating loss carryforwards, similar tax losses, and/or tax credit carryforwards that are available, under the tax law of the applicable jurisdiction, to settle any additional income taxes that would result from the disallowance of a tax position.

(c)The increase in net deferred tax assets in 2025 is primarily due to the sale of our remaining investment in Haleon. See Note 2C.

(d)In 2025, Noncurrent deferred tax assets and other noncurrent tax assets ($7.4 billion), and Noncurrent deferred tax liabilities ($2.4 billion). In 2024, Noncurrent deferred tax assets and other noncurrent tax assets ($6.6 billion), and Noncurrent deferred tax liabilities ($2.1 billion).

(e)Excludes indefinite- and definite-lived deferred tax assets for certain non-U.S. tax losses and interest carryforwards and U.S. state general business credits, totaling $9.9 billion and $11.3 billion for 2025 and 2024 respectively, given that management has determined based on applicable accounting rules that it is remote that these tax attributes will be utilized. In 2025, the elimination of certain legal entities resulted in the loss of attributes.

We have carryforwards, primarily related to net operating and capital losses, general business credits, foreign tax credits and charitable contributions, which are available to reduce future U.S. federal and/or state, as well as international, income taxes payable with either an indefinite life or expiring at various times from 2026 to 2045. Certain of our U.S. net operating losses and general business credits are subject to limitations under IRC Section 382.

As of December 31, 2025, we have not made a U.S. tax provision on $58.8 billion of unremitted earnings of our international subsidiaries. As these earnings are intended to be indefinitely reinvested overseas, the determination of a hypothetical unrecognized deferred tax liability as of December 31, 2025 is not practicable. The amount of indefinitely reinvested earnings is based on estimates and assumptions and subject to management evaluation, and is subject to change in the normal course of business based on operational cash flow, completion of local statutory financial statements and the finalization of tax returns and audits, among other things. Accordingly, we regularly update our earnings and profits analysis for such events.

D. Tax Contingencies

For a description of our accounting policies associated with accounting for income tax contingencies, see Note 1Q**.

Uncertain Tax Positions

As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon audit. As of December 31, 2025, we had $2.2 billion and as of December 31, 2024, we had $2.0 billion in net unrecognized tax benefits, excluding associated interest.

  • Tax assets for uncertain tax positions represent our estimate of the potential tax benefits in one tax jurisdiction that could result from the payment of income taxes in another tax jurisdiction. These potential benefits generally result from cooperative efforts among taxing authorities, as required by tax treaties to minimize double taxation, commonly referred to as the competent authority process. The recoverability of these assets, which we believe to be more likely than not, is dependent upon the actual payment of taxes in one tax jurisdiction and, in some cases, the successful petition for recovery in another tax jurisdiction. In 2025 and in 2024, tax assets for uncertain tax positions also include the filing of an amended income tax return relating to the Transition Tax liability under the TCJA. As of December 31, 2025, and 2024, we had $2.5 billion in assets associated with uncertain tax positions mainly included in Noncurrent deferred tax assets and other noncurrent tax assets.

  • The majority of these unrecognized tax benefits, if recognized, would impact our effective income tax rate.

The reconciliation of the beginning and ending amounts of gross unrecognized tax benefits follows:
(MILLIONS)202520242023
Balance, beginning$(4,530)$(4,802)$(4,494)
Acquisitions(4)8(46)
Increases based on tax positions taken during a prior period(a), (b)(298)(934)(158)
Decreases based on tax positions taken during a prior period(a), (c)197599310
Decreases based on settlements for a prior period(c), (d)11291185
Increases based on tax positions taken during the current period(a)(375)(433)(515)
Impact of foreign exchange(54)52(44)
Other, net(a), (e)2067058
Balance, ending(f)$(4,746)$(4,530)$(4,802)

(a)Primarily included in Provision/(benefit) for taxes on income.

(b)In 2024, the amount includes a gross unrecognized tax benefit associated with the filing of an amended income tax return related to the Transition Tax liability under the TCJA.

(c)In 2024, the amount primarily related to effectively settling certain issues with the U.S. and foreign tax authorities. See Note 5A**.

(d)Primarily related to cash payments and reductions of tax attributes.

(e)Primarily related to decreases as a result of a lapse of applicable statutes of limitations.

(f)In 2025, included in Income taxes payable ($5 million), Other current assets ($5 million), Noncurrent deferred tax assets and other noncurrent tax assets ($1.6 billion), Noncurrent deferred tax liabilities ($58 million) and Other taxes payable ($3.0 billion). In 2024, included in Income taxes payable ($103 million), Other current assets ($0.4 million), Noncurrent deferred tax assets and other noncurrent tax assets ($1.5 billion), Noncurrent deferred tax liabilities ($3 million) and Other taxes payable ($2.9 billion).

  • Interest and penalties related to our unrecognized tax benefits are recorded in accordance with the laws of each jurisdiction and are recorded primarily in Provision/(benefit) for taxes on income. In 2025, we recorded a net increase in interest of $40 million. In 2024, we recorded a net increase in interest of $91 million. In 2023, we recorded a net increase in interest of $64 million. Gross accrued interest totaled $681 million as of December 31, 2025 (reflecting a decrease of $1 million as a result of cash payments) and gross accrued interest
Pfizer Inc.2025 Form 10-K75

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

totaled $636 million as of December 31, 2024 (reflecting a decrease of $56 million as a result of cash payments). In 2025 and 2024, these amounts were substantially all included in Other taxes payable. Accrued penalties are not significant. See also Note 5A**.

Status of Tax Matters

The U.S. is one of our major tax jurisdictions, and we are regularly audited by the IRS. Tax years 2019-2022 are under audit. Tax years 2023-2025 are open but not under audit. All other tax years are closed. In addition to the open audit years in the U.S., we have open audit years and certain related audits, appeals and investigations in certain major international tax jurisdictions such as Canada (2017-2025), Europe (2016-2025, primarily in Ireland, the U.K., France, Italy, Spain and Germany), Asia Pacific (2015-2025, primarily in Australia, China and Singapore) and Latin America (1998-2025, primarily in Brazil).

E. Tax Provision/(Benefit) on Other Comprehensive Income/(Loss)

Components of the Tax provision/(benefit) on other comprehensive income/(loss) include:
Year Ended December 31,
(MILLIONS)202520242023
Foreign currency translation adjustments, net(a)$(357)$156$(33)
Unrealized holding gains/(losses) on derivative financial instruments, net(46)96111
Reclassification adjustments for (gains)/losses included in net income(58)(29)(93)
(104)6718
Unrealized holding gains/(losses) on available-for-sale securities, net12(19)(15)
Reclassification adjustments for (gains)/losses included in net income(1)5(18)
11(14)(33)
Benefit plans: prior service (costs)/credits and other, net(4)45(5)
Reclassification adjustments related to amortization of prior service costs and other, net(20)(26)(28)
Reclassification adjustments related to curtailments of prior service costs and other, net(12)2(4)
(36)22(37)
Tax provision/(benefit) on other comprehensive income/(loss)$(486)$231$(85)

(a)Taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that are expected to be held indefinitely.

Note 6. Accumulated Other Comprehensive Loss, Excluding Noncontrolling Interests

The following summarizes the changes, net of tax, in Accumulated other comprehensive loss:
Net Unrealized Gains/(Losses)Benefit Plans
(MILLIONS)Foreign Currency Translation Adjustments(a)Derivative Financial InstrumentsAvailable-For-Sale SecuritiesPrior Service (Costs)/Credits and OtherAccumulated Other Comprehensive Income/(Loss)
Balance, January 1, 2023$(8,360)$(412)$220$248$(8,304)
Other comprehensive income/(loss)(b)497195(229)(120)343
Balance, December 31, 2023(7,863)(217)(9)128(7,961)
Other comprehensive income/(loss)(b)(121)274(97)63118
Balance, December 31, 2024(7,984)57(106)191(7,842)
Other comprehensive income/(loss)(b)188(378)78(116)(227)
Balance, December 31, 2025$(7,796)$(321)$(28)$75$(8,069)

(a)Amounts do not include foreign currency translation adjustments attributable to noncontrolling interests.

(b)Foreign currency translation adjustments include net gains/(losses) related to the impact of our net investment hedging program and gains/(losses) related to our previous investment in Haleon through third quarter of 2024, at which time we discontinued the application of the equity method to the Haleon investment (see Note 2C).

Pfizer Inc.2025 Form 10-K76

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Note 7. Financial Instruments

A. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis and Fair Value Hierarchy:

As of December 31, 2025As of December 31, 2024
(MILLIONS)TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Financial assets:
Short-term investments
Equity securities with readily determinable fair value(a)$2,596$—$2,596$—$7,848$6,456$1,392$—
Available-for-sale debt securities:
Government and agency—non-U.S.4,859—4,859—6,855—6,855—
Government and agency—U.S.3,030—3,030—2,853—2,853—
Corporate and other1,294—1,294—1,173—1,173—
9,183—9,183—10,881—10,881—
Total short-term investments11,779—11,779—18,7296,45612,273—
Other current assets
Derivative assets:
Interest rate contracts————————
Foreign exchange contracts416—416—1,056—1,056—
Total other current assets416—416—1,056—1,056—
Long-term investments
Equity securities with readily determinable fair values(b)642642——1,2461,246——
Available-for-sale debt securities:
Government and agency—non-U.S.1—1—————
Corporate and other————————
1—1—————
Total long-term investments6426421—1,2461,246——
Other noncurrent assets
Derivative assets:
Interest rate contracts52—52—13—13—
Foreign exchange contracts64—64—447—447—
Total derivative assets116—116—460—460—
Insurance contracts(c)999—999—875—875—
Total other noncurrent assets1,115—1,115—1,335—1,335—
Total assets$13,953$642$13,311$—$22,366$7,701$14,665$—
Financial liabilities:
Other current liabilities
Derivative liabilities:
Interest rate contracts$16$—$16$—$28$—$28$—
Foreign exchange contracts412—412—217—217—
Contingent consideration liabilities(d)95——9539——39
Total other current liabilities523—42895284—24539
Other noncurrent liabilities
Derivative liabilities:
Interest rate contracts215—215—397—397—
Foreign exchange contracts815—815—723—723—
Contingent consideration liabilities(d)1,695——1,695477——477
Total other noncurrent liabilities2,725—1,0301,6951,598—1,121477
Total liabilities$3,248$—$1,458$1,790$1,882$—$1,366$517

(a)Includes money market funds primarily invested in U.S. Treasury and government debt. As of December 31, 2024, short-term equity securities included our previous investment in Haleon of $6.5 billion. In the first quarter of 2025, we sold the remaining portion of our investment in Haleon for $6.3 billion. See Note 2C.

(b)Long-term equity securities of $146 million as of December 31, 2025 and $133 million as of December 31, 2024 were held in restricted trusts for U.S. non-qualified employee benefit plans.

(c)Includes life insurance policies held in restricted trusts for U.S. non-qualified employee benefit plans. The underlying invested assets in these contracts are marketable securities, which are carried at fair value, with changes in fair value recognized in Other (income)/deductions—net (see Note 4).

(d)Includes the fair value of contingent consideration associated with the acquisition of Metsera and certain prior business combinations. Fair value is estimated by using a probability-weighted discounted cash flow approach (see Note 16D).

Pfizer Inc.2025 Form 10-K77

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following provides the changes in our contingent consideration liabilities valued using significant unobservable inputs:
Year Ended December 31,
(MILLIONS)20252024
Fair value, beginning$517$692
Changes in estimated fair value(a)67(52)
Additions1,266—
Payments(59)(123)
Transfer into/(out of) Level 3——
Fair value, ending$1,790$517

(a)Reported in Other (income)/deductions––net. See Note 4.

*Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis––*The carrying value of Long-term debt, excluding the current portion, was $62 billion as of December 31, 2025 and $57 billion as of December 31, 2024. The estimated fair value of such debt, using a market approach and Level 2 inputs, was $60 billion as of December 31, 2025 and $54 billion as of December 31, 2024.

The differences between the estimated fair values and carrying values of held-to-maturity debt securities, private equity securities, long-term receivables and short-term borrowings not measured at fair value on a recurring basis were not significant as of December 31, 2025 and 2024. The fair value measurements of our held-to-maturity debt securities and short-term borrowings are based on Level 2 inputs. The fair value measurements of our long-term receivables and private equity securities are based on Level 3 inputs.

B. Investments

Total Short-Term and Long-Term Investments

The following summarizes our investments by classification type:
As of December 31,
(MILLIONS)20252024
Short-term investments
Equity securities with readily determinable fair values$2,596$7,848
Available-for-sale debt securities9,18310,881
Held-to-maturity debt securities675705
Total Short-term investments$12,454$19,434
Long-term investments
Equity securities with readily determinable fair values(a)$642$1,246
Available-for-sale debt securities1—
Held-to-maturity debt securities4845
Private equity securities at cost(a)696719
Equity-method investments235217
Total Long-term investments$1,621$2,228

(a)Represent investments in the life sciences sector.

Debt Securities

Our investment portfolio consists of investment-grade debt securities issued across diverse governments, corporate and financial institutions:
As of December 31, 2025As of December 31, 2024
Gross UnrealizedMaturities (in Years)Gross Unrealized
(MILLIONS)Amortized CostGainsLossesFair ValueWithin 1Over 1 to 5Over 5Amortized CostGainsLossesFair Value
Available-for-sale debt securities
Government and agency*––*non-U.S.$4,890$3$(34)$4,859$4,859$1$—$6,970$8$(123)$6,855
Government and agency*––*U.S.3,030——3,0303,030——2,853——2,853
Corporate and other1,295—(1)1,2941,294——1,179—(6)1,173
Held-to-maturity debt securities
Time deposits and other487——487444736697——697
Government and agency*––*non-U.S.236——23623141237——237
Total debt securities$9,938$3$(35)$9,906$9,858$12$37$11,935$8$(129)$11,814

Any expected credit losses to these portfolios would be immaterial to our financial statements.

Pfizer Inc.2025 Form 10-K78

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Equity Securities

The following presents the calculation of the portion of unrealized (gains)/losses that relates to equity securities, excluding equity-method investments, held at the reporting date:
Year Ended December 31,
(MILLIONS)202520242023
Net (gains)/losses recognized during the period on equity securities(a)$67$(1,008)$(1,590)
Less: Net (gains)/losses recognized during the period on equity securities sold during the period35(1,122)(1,754)
Net unrealized (gains)/losses during the reporting period on equity securities still held at the reporting date$32$114$165

(a)Reported in Other (income)/deductions––net. See Note 4.

Included in net unrealized (gains)/losses are observable price changes on equity securities without readily determinable fair values. As of December 31, 2025, there were cumulative impairments and downward adjustments of $433 million and upward adjustments of $225 million. Impairments, downward and upward adjustments were not material to our operations in 2025, 2024 and 2023.

C. Short-Term Borrowings

Short-term borrowings include:
As of December 31,
(MILLIONS)20252024
Commercial paper, principal amount(a)$—$2,453
Current portion of long-term debt, principal amount3,0003,750
Other short-term borrowings, principal amount(b)157755
Total short-term borrowings, principal amount3,1576,957
Net unamortized discounts, premiums and debt issuance costs(3)(12)
Total Short-term borrowings, including current portion of long-term debt, carried at historical proceeds, as adjusted$3,154$6,946

(a)The weighted-average effective interest rate on commercial paper outstanding was approximately 4.94% as of December 31, 2024.

(b)Primarily includes cash collateral. See Note 7F.

As of December 31, 2025, we had access to a $7.0 billion committed U.S. revolving credit facility maturing in October 2030, which may be used for general corporate purposes including to support our global commercial paper borrowings. In addition to the U.S. revolving credit facilities, our lenders have provided us an additional $237 million in lines of credit, essentially all expiring within one year. Essentially all lines of credit were unused as of December 31, 2025.

D. Long-Term Debt

The following outlines our senior unsecured long-term debt(a) and the weighted-average stated interest rate by maturity:
As of December 31,
(MILLIONS)20252024
Notes due 2026 (3.7% for 2024)(b)$—$6,000
Notes due 2027 (2.9% for 2025 and 2.2% for 2024)2,081980
Notes due 2027 (Secured Overnight Financing Rate “SOFR” +0.500%)500—
Notes due 2028 (4.6% for 2025 and 2024)5,6605,660
Notes due 2029 (3.3% for 2025 and 3.5% for 2024)2,6311,750
Notes due 2030 (3.7% for 2025 and 3.6% for 2024)6,2505,250
Notes due 2031-2035 (4.4% for 2025 and 4.5% for 2024)10,4246,750
Notes due 2036-2040 (5.3% for 2025 and 5.4% for 2024)10,4589,534
Notes due 2041-2045 (4.3% for 2025 and 2024)7,5406,474
Notes due 2046-2050 (3.7% for 2025 and 2024)4,7504,750
Notes due 2051-2065 (5.3% for 2025 and 2024)11,00010,000
Total long-term debt, principal amount61,29357,147
Net fair value adjustments related to hedging and purchase accounting834701
Net unamortized discounts, premiums and debt issuance costs(486)(444)
Total long-term debt, carried at historical proceeds, as adjusted$61,641$57,405
Current portion of long-term debt, carried at historical proceeds, as adjusted (not included above (3.9% for 2025 and 2024))$2,997$3,747

(a)Our long-term debt is generally redeemable by us at any time at varying redemption prices plus accrued and unpaid interest.

(b)Reclassified to the current portion of long-term debt.

Pfizer Inc.2025 Form 10-K79

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Issuances

In 2025, we issued the following senior unsecured notes(a) :
(MILLIONS)Principal
Coupon RateMaturity DateIssue CurrencyAs of December 31, 2025
SOFR +0.500%November 15, 2027U.S. dollar$500
3.875%November 15, 2027U.S. dollar1,000
4.200%November 15, 2030U.S. dollar1,000
4.500%November 15, 2032U.S. dollar1,250
4.875%November 15, 2035U.S. dollar1,250
5.600%November 15, 2055U.S. dollar500
5.700%November 15, 2065U.S. dollar500
$6,000(b)
2.875%May 19, 2029Euro€750
3.250%May 19, 2032Euro1,000
3.875%May 19, 2037Euro750
4.250%May 19, 2045Euro800
€3,300(c)

(a)The fixed rate notes may be redeemed by us at any time, in whole, or in part, at a make-whole redemption price plus accrued and unpaid interest.

(b)The net proceeds from the sale of the notes were used for general corporate purposes, including the acquisition of Metsera and the refinancing of existing indebtedness. The weighted average effective interest rate for the notes at issuance was 4.583%.

(c)Issued through our wholly-owned finance subsidiary, PNIF, for general corporate purposes. The notes are fully and unconditionally guaranteed on a senior unsecured basis by Pfizer Inc. PNIF has no assets or operations and will have no assets or operations, other than as related to the issuance, administration and repayment of the notes and any other debt securities that it may issue in the future. The weighted average effective interest rate for the notes at issuance was 3.605%.

In May 2023, we issued, through our wholly-owned finance subsidiary, PIE, $31 billion principal amount of senior unsecured notes at an effective interest rate of 4.93% as part of the financing for our acquisition of Seagen. The notes are fully and unconditionally guaranteed on a senior unsecured basis by Pfizer Inc. PIE was formed to finance a portion of the consideration for the acquisition of Seagen and has no assets or operations, and will have no assets or operations, other than as related to the issuance, administration and repayment of the notes and any other debt securities that it may issue in the future. In December 2025, we redeemed $3 billion of the 4.45% PIE senior unsecured notes due in May 2026.

E. Derivative Financial Instruments and Hedging Activities

*Foreign Exchange Risk––*A significant portion of our revenues, earnings and net investments in foreign affiliates is exposed to changes in foreign exchange rates. Where foreign exchange risk is not offset by other exposures, we manage our foreign exchange risk principally through the use of derivative financial instruments and foreign currency debt. These financial instruments serve to mitigate the impact on net income as a result of remeasurement into another currency, or against the impact of translation into U.S. dollars of certain foreign exchange-denominated transactions.

The derivative financial instruments primarily hedge or offset exposures in the euro, U.K. pound, Chinese renminbi, Japanese yen, Canadian dollar, and Swedish krona, and include a portion of our forecasted foreign exchange-denominated intercompany inventory sales hedged up to two years. We may also seek to protect against possible declines in the net investments of our foreign business entities.

Changes in fair value are reported in earnings or in Other comprehensive income/(loss), depending on the nature and purpose of the financial instrument (hedge or offset relationship). For certain foreign exchange contracts, we exclude an amount from the assessment of hedge effectiveness and recognize the excluded amount through an amortization approach in earnings. The hedge relationships are as follows:

  • Generally, we recognize the gains and losses on foreign exchange contracts that are designated as fair value hedges in earnings upon the recognition of the change in fair value of the hedged item. We also recognize the offsetting foreign exchange impact attributable to the hedged item in earnings.

  • Generally, we record in Other comprehensive income/(loss) gains or losses on foreign exchange contracts that are designated as cash flow hedges and reclassify those amounts into earnings in the same period or periods during which the hedged transaction affects earnings.

  • We record in Other comprehensive income/(loss)––Foreign currency translation adjustments, net the foreign exchange gains and losses related to foreign exchange-denominated debt and foreign exchange contracts designated as a hedge of our net investments in foreign subsidiaries and reclassify those amounts into earnings upon the sale or substantial liquidation of our net investments.

  • For foreign exchange contracts not designated as hedging instruments, we recognize the gains and losses immediately into earnings along with the earnings impact of the items they generally offset. These contracts take the opposite currency position of that reflected on the balance sheet to counterbalance the effect of any currency movement.

*Interest Rate Risk––*Our interest-bearing investments and borrowings are subject to interest rate risk. Depending on market conditions, we may change the profile of our outstanding debt or investments by entering into derivative financial instruments like interest rate swaps, either to hedge or offset the exposure to changes in the fair value of hedged items with fixed interest rates, or to convert variable rate debt or investments to fixed rates. The derivative financial instruments primarily hedge U.S. dollar fixed-rate debt.

We recognize the change in fair value on interest rate contracts that are designated as fair value hedges in earnings, as well as the offsetting earnings impact of the hedged risk attributable to the hedged item.

Pfizer Inc.2025 Form 10-K80

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following summarizes the fair value of the derivative financial instruments and notional amounts:
(MILLIONS)As of December 31, 2025As of December 31, 2024
Fair ValueFair Value
NotionalAssetLiabilityNotionalAssetLiability
Derivatives designated as hedging instruments:
Foreign exchange contracts(a)$22,984$325$1,066$23,991$1,250$719
Interest rate contracts6,750522306,75013425
3771,2961,2631,144
Derivatives not designated as hedging instruments:
Foreign exchange contracts$22,777155162$26,335253221
Total$532$1,458$1,516$1,366

(a)The notional amount of outstanding foreign exchange contracts hedging our intercompany forecasted inventory sales was $5.0 billion as of December 31, 2025 and $5.0 billion as of December 31, 2024.

The following summarizes information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk exposures:
Gains/(Losses) Recognized in OID(a)Gains/(Losses) Recognized in OCI(a)Gains/(Losses) Reclassified from OCI into OID and COS(a)
Year Ended December 31,
(MILLIONS)202520242025202420252024
Derivative Financial Instruments in Cash Flow Hedge Relationships:
Interest rate contracts$—$—$—$—$—$—
Foreign exchange contracts(b)——(270)466211124
Amount excluded from effectiveness testing and amortized into earnings(c)——58345734
Derivative Financial Instruments in Fair Value Hedge Relationships:
Interest rate contracts221(253)————
Hedged item(221)253————
Derivative Financial Instruments in Net Investment Hedge Relationships:
Foreign exchange contracts——(1,361)498——
Amount excluded from effectiveness testing and amortized into earnings(c)——321119207154
Non-Derivative Financial Instruments in Net Investment Hedge Relationships(d):
Foreign currency long-term debt——(101)49——
Derivative Financial Instruments Not Designated as Hedges:
Foreign exchange contracts9850————
$98$50$(1,353)$1,166$476$313

(a)OID = Other (income)/deductions—net, included in Other (income)/deductions—net in the consolidated statements of operations*.* COS = Cost of Sales, included in Cost of sales in the consolidated statements of operations. OCI = Other comprehensive income/(loss), included in the consolidated statements of comprehensive income/(loss).

(b)The amounts reclassified from OCI into COS were a net gain of $49 million in 2025 and a net gain of $119 million in 2024. The remaining amounts were reclassified from OCI into OID. Based on year-end foreign exchange rates that are subject to change, we expect to reclassify a pre-tax loss of $16 million within the next 12 months into income*.* The maximum length of time over which we are hedging our exposure to the variability in future foreign exchange cash flows is approximately 17 years and relates to foreign currency debt.

(c)The amounts reclassified from OCI were reclassified into OID.

(d)Long-term debt includes foreign currency borrowings which are used in net investment hedges; the related carrying values as of December 31, 2025 and December 31, 2024 were $879 million and $777 million, respectively.

Pfizer Inc.2025 Form 10-K81

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following summarizes cumulative basis adjustments to our long-term debt in fair value hedges:
As of December 31, 2025As of December 31, 2024
Cumulative Amount of Fair Value Hedging Adjustment Increase/(Decrease) to Carrying AmountCumulative Amount of Fair Value Hedging Adjustment Increase/(Decrease) to Carrying Amount
(MILLIONS)Carrying Amount of Hedged Assets/Liabilities(a)Active Hedging RelationshipsDiscontinued Hedging RelationshipsCarrying Amount of Hedged Assets/Liabilities(a)Active Hedging RelationshipsDiscontinued Hedging Relationships
Long-term debt$7,110$(163)$821$7,154$(384)$891

(a)Carrying amounts exclude the cumulative amount of fair value hedging adjustments.

F. Credit Risk

On an ongoing basis, we monitor and review the credit risk of our customers, financial institutions and exposures in our investment portfolio.

With respect to our trade accounts receivable, we monitor the creditworthiness of our customers to which we grant credit in the normal course of business. In general, there is no requirement for collateral from customers. For additional information on our trade accounts receivable and allowance for credit losses, see Note 1G. A significant portion of our trade accounts receivable balances are due from wholesalers and governments. For additional information on our trade accounts receivables with significant customers, see Note 17C.

With respect to our investments, we monitor concentrations of credit risk associated with government, government agency, and corporate issuers of securities. Investments are placed in instruments that are investment grade and are primarily short in duration. Exposure limits are established to limit a concentration with any single credit counterparty. As of December 31, 2025, the largest investment exposures in our portfolio consisted primarily of U.S. government money market funds, as well as sovereign debt instruments issued by the U.S., Japan, Canada, the U.K., and Germany.

With respect to our derivative financial instrument agreements with financial institutions, we do not expect to incur a significant loss from failure of any counterparty. Derivative financial instruments are executed under International Swaps and Derivatives Association master agreements with credit-support annexes that contain zero threshold provisions requiring collateral to be exchanged daily depending on levels of exposure. As a result, there are no significant concentrations of credit risk with any individual financial institution. As of December 31, 2025, the aggregate fair value of these derivative financial instruments that are in a net payable position was $938 million, for which we have posted collateral of $944 million with a corresponding amount reported in Short-term investments. As of December 31, 2025, the aggregate fair value of our derivative financial instruments that are in a net receivable position was $128 million, for which we have received collateral of $154 million with a corresponding amount reported in Short-term borrowings, including current portion of long-term debt.

Note 8. Other Financial Information

A. Inventories

The following summarizes the components of Inventories:
As of December 31,
(MILLIONS)20252024
Finished goods$4,113$3,775
Work-in-process5,6346,101
Raw materials and supplies907976
Inventories$10,654$10,851
Noncurrent inventories not included above(a)$2,370$2,663

(a)Included in Other noncurrent assets. Based on our current estimates and assumptions, there are no recoverability issues for these amounts.

B. Other Current Liabilities

Other current liabilities include, among other things, amounts payable to BioNTech for the gross profit split for Comirnaty, which totaled $911 million as of December 31, 2025 and $1.3 billion as of December 31, 2024.

C. Supplier Finance Program Obligation

We maintain voluntary supply chain finance agreements with several participating financial institutions. Under these agreements, participating suppliers may voluntarily elect to sell their accounts receivable with Pfizer to these financial institutions. Our suppliers negotiate their financing agreements directly with the respective financial institutions and we are not a party to these agreements. We have no economic interest in our suppliers’ decision to participate and we pay the financial institutions the stated amount of confirmed invoices on the original maturity dates, which is generally within 90 to 120 days of the invoice date. The agreements with the financial institutions do not require Pfizer to provide assets pledged as security or other forms of guarantees for the supplier finance program. All outstanding amounts related to suppliers participating in such financing arrangements are recorded within trade payables in our consolidated balance sheet.

Pfizer Inc.2025 Form 10-K82

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following summarizes the changes in outstanding trade payables to suppliers who participate in these financing arrangements:
(MILLIONS)20252024
Confirmed obligations outstanding, beginning$688$791
Invoices confirmed during the year2,1152,638
Confirmed invoices paid during the year(2,229)(2,740)
Confirmed obligations outstanding, ending$574$688

Note 9. Property, Plant and Equipment, Net

The following summarizes the components of Property, plant and equipment, net:
Useful LivesAs of December 31,
(MILLIONS)(Years)20252024
Land-$299$291
Buildings33-509,7449,036
Machinery and equipment8-2016,14015,095
Furniture, fixtures and other3-12.55,7145,516
Construction in progress-4,8054,937
36,70234,876
Less: Accumulated depreciation17,38616,483
Property, plant and equipment, net$19,317$18,393
The following provides Property, plant and equipment, net by geographic area:
As of December 31,
(MILLIONS)20252024
United States$9,680$9,748
International:
Developed Markets8,1807,187
Emerging Markets1,4571,458
Property, plant and equipment, net$19,317$18,393

Note 10. Identifiable Intangible Assets, Net and Goodwill

A. Identifiable Intangible Assets

The following summarizes the components of Identifiable intangible assets:
As of December 31, 2025As of December 31, 2024
(MILLIONS)Gross Carrying AmountAccumulated AmortizationIdentifiable Intangible Assets, NetGross Carrying AmountAccumulated AmortizationIdentifiable Intangible Assets, Net
Finite-lived intangible assets
Developed technology rights(a)$100,630$(70,172)$30,458$99,397$(65,044)$34,353
Brands(b)1,035(1,035)—1,277(992)285
Licensing agreements and other2,341(1,289)1,0522,724(1,513)1,210
104,006(72,496)31,510103,397(67,549)35,848
Indefinite-lived intangible assets
IPR&D(c)21,76021,76018,89318,893
Licensing agreements and other(d)460460670670
22,22122,22119,56319,563
Identifiable intangible assets$126,227$(72,496)$53,731$122,961$(67,549)$55,411

(a)The increase in the gross carrying amount primarily reflect the transfer of $600 million and $590 million from IPR&D to developed technology rights for Padcev and talazoparib (Talzenna), respectively, as well as the impact of foreign exchange, partially offset by impairments of $560 million (see Note 4).

(b)The decrease in the gross carrying amount reflects an impairment of $240 million (see Note 4).

(c)The increase in the gross carrying amount primarily reflects $8.0 billion for the acquisition of Metsera (see Note 2A), partially offset by impairments of $3.9 billion (see Note 4) and the transfers to developed technology rights noted above.

(d)The decrease in the gross carrying amount reflects an impairment of $210 million (see Note 4).

*Developed Technology Rights––*Developed technology rights represent the cost for developed technology acquired from third parties and can include the right to develop, use, market, sell and/or offer for sale the product, compounds and intellectual property that we have acquired with respect to products, compounds and/or processes that have been completed. We possess a well-diversified portfolio of hundreds of developed technology rights across therapeutic categories, representing our commercialized products. The significant components of developed

Pfizer Inc.2025 Form 10-K83

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

technology rights are the following: Nurtec ODT/Vydura, Padcev, Adcetris, Velsipity, Xtandi, Braftovi/Mektovi and Talzenna. Also included in this category are the post-approval milestone payments made under our alliance agreements for certain prescription pharmaceutical products.

*IPR&D––*IPR&D assets represent the acquisition date fair value (less impairments) of R&D assets acquired through business combinations that have not yet received regulatory approval in a major market which could include both new investigational products and additional indications for in-line products. The significant components of IPR&D are sigvotatug vedotin, MET-097i+MET-233i combination, MET-097i monotherapy, disitamab vedotin and osivelotor. IPR&D assets are required to be classified as indefinite-lived assets until the successful completion or the abandonment of the associated R&D effort. Accordingly, during the development period after the date of acquisition, these assets are not amortized until approval is obtained in a major market, typically either the U.S. or the EU, or in a series of other countries, subject to certain specified conditions and management judgment. At that time, we will determine the useful life of the asset, reclassify it out of IPR&D and begin amortization. If the associated R&D effort is abandoned, the related IPR&D assets will be written-off, and we will record an impairment charge. IPR&D assets are high-risk assets, given the uncertain nature of R&D. Accordingly, IPR&D assets may become impaired and/or be written-off in the future.

*Licensing Agreements––*Licensing agreements for developed technology and for technology in development primarily relate to out-licensing arrangements acquired from third parties, including from acquisitions. These assets represent the cost for the license, where we acquired the right to future royalties and/or milestones upon development or commercialization by the licensing partners. Accordingly, during the development period after the date of acquisition, each of these assets is classified as indefinite-lived intangible assets and will not be amortized until approval is obtained in a major market. At that time we will determine the useful life of the asset, reclassify the respective licensing arrangement asset to finite-lived intangible asset and begin amortization. If the development effort is abandoned, the related licensing asset will be written-off, and we will record an impairment charge.

*Amortization––*The weighted-average life for our total finite-lived intangible assets and for the largest component, developed technology rights, is approximately 10 years.

The following provides the expected annual amortization expense:
(MILLIONS)20262027202820292030
Amortization expense$4,677$4,087$3,723$2,775$2,732

B. Goodwill

The following summarizes the changes in the carrying amount of Goodwill(a):
(MILLIONS)20252024
Balance, beginning$68,527$67,783
Additions(b)2,1631,022
Impact of foreign exchange and other574(278)
Balance, ending$71,264$68,527

(a)As a result of the organizational changes to the commercial structure within the Biopharma operating segment effective in the first quarter of 2025 (see Note 17A), our goodwill was reallocated among impacted reporting units. We completed the re-allocation during the first quarter of 2025 and concluded that none of our goodwill was impaired. All goodwill continues to be assigned within the Biopharma reportable segment.

(b)Additions in 2025 primarily represent our acquisition of Metsera and in 2024 primarily represent measurement period adjustments related to our acquisition of Seagen (see Note 2A).

Note 11. Pension and Postretirement Benefit Plans and Defined Contribution Plans

The majority of our employees worldwide are eligible for retirement benefits provided through defined benefit pension plans, defined contribution plans or both. In the U.S., we sponsor both IRC-qualified and supplemental (non-qualified) defined benefit plans and defined contribution plans. A qualified plan meets the requirements of certain sections of the IRC, and, generally, contributions to qualified plans are tax deductible. A qualified plan typically provides benefits to a broad group of employees with restrictions on discriminating in favor of highly compensated employees with regard to coverage, benefits and contributions. A supplemental (non-qualified) plan provides additional benefits to certain employees. In addition, we provide medical insurance benefits to certain retirees and their eligible dependents through our postretirement plans.

Pfizer Inc.2025 Form 10-K84

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

A. Components of Net Periodic Benefit Cost/(Credit) and Changes in Other Comprehensive Income/(Loss)

Pension PlansPostretirement Plans
U.S.International
Year Ended December 31,
(MILLIONS)202520242023202520242023202520242023
Service cost$—$—$—$104$87$85$17$14$12
Interest cost529553589293312287252321
Expected return on plan assets(735)(832)(778)(329)(322)(304)(57)(51)(44)
Amortization of prior service cost/(credit)—1244—(88)(113)(119)
Actuarial (gains)/losses(a)(59)396(410)(201)331021814451
Curtailments———(10)(4)(2)(70)—(12)
Special termination benefits——6210————
Net periodic benefit cost/(credit) reported in income(265)117(592)(137)120169(155)18(90)
Cost/(credit) reported in Other comprehensive income/(loss)—(1)(2)12(4)31140(80)128
Cost/(credit) recognized in Comprehensive income$(265)$116$(594)$(126)$117$199$(15)$(62)$38

(a)Reflects: (i) actuarial remeasurement net gains in 2025 primarily due to favorable asset performance for the U.S. pension plans and increases in discount rates for the international pension plans, partially offset by unfavorable asset performance for the international pension plans and decreases in discount rates for the U.S. and postretirement plans, (ii) actuarial remeasurement net losses in 2024, primarily due to unfavorable asset performance for the U.S. pension plans and decreases in discount rates for the international pension plans, partially offset by increases in discount rates for the U.S. pension plans and favorable asset performance for the international pension plans and postretirement plans, and (iii) actuarial remeasurement net gains in 2023, primarily due to favorable asset performance in the U.S. and increases in discount rates for the international plans, partially offset by unfavorable asset performance for certain international plans.

The components of net periodic benefit cost/(credit) other than the service cost component are included in Other (income)/deductions––net (see Note 4).

B. Actuarial Assumptions

Pension PlansPostretirement Plans
U.S.International
Year Ended December 31,
(PERCENTAGES)202520242023202520242023202520242023
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate:
Pension plans/postretirement plans5.7%5.4%5.4%5.5%5.4%5.5%
Interest cost3.9%4.4%3.8%
Service cost3.6%3.9%3.6%
Expected return on plan assets7.7%8.0%7.5%4.9%5.1%4.5%7.8%8.0%7.5%
Rate of compensation increase(a)3.1%3.2%3.0%
Weighted-average assumptions used to determine benefit obligations at fiscal year-end:
Discount rate5.6%5.7%5.4%4.7%4.1%4.4%5.2%5.5%5.4%
Rate of compensation increase(a)3.1%3.1%3.2%

(a)The rate of compensation increase is not used to determine the net periodic benefit cost and benefit obligation for the U.S. pension plans as these plans are frozen.

The assumptions are reviewed at least annually. We revise these assumptions based on an annual evaluation of long-term trends as well as market conditions that may have an impact on the cost of providing retirement benefits.

The weighted-average discount rate for our U.S. defined benefit plans is set with reference to the prevailing market rate of a portfolio of high-quality fixed income investments, rated AA/Aa or better that reflect the rates at which the pension benefits could be effectively settled. For our international plans, the discount rates are set by benchmarking against investment grade corporate bonds rated AA/Aa or better, including, when there is sufficient data, a yield curve approach. These rate determinations are made consistent with local requirements. Overall, the yield curves used to measure the benefit obligations at year-end 2025 resulted in lower discount rates for the U.S. pension plans and higher discount rates for the international pension plans as compared to the prior year.

Pfizer Inc.2025 Form 10-K85

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following provides the healthcare cost trend rate assumptions for our U.S. postretirement benefit plans:
As of December 31,
20252024
Healthcare cost trend rate assumed for next year8.0%7.5%
Rate to which the cost trend rate is assumed to decline4.0%4.0%
Year that the rate reaches the ultimate trend rate20502047

C. Obligations and Funded Status

The following provides: (i) an analysis of the changes in our benefit obligations, plan assets and funded status of our benefit plans, (ii) the funded status recognized in our consolidated balance sheets and (iii) the pre-tax components of cumulative amounts recognized in Accumulated other comprehensive loss:
Pension PlansPostretirement Plans
U.S.International
Year Ended December 31,
(MILLIONS)202520242025202420252024
Change in benefit obligation(a)
Benefit obligation, beginning$9,781$10,756$7,363$7,292$486$450
Service cost——104871714
Interest cost5295532933122523
Employee contributions——17167561
Plan amendments——16——(193)
Changes in actuarial assumptions and other(b)146(299)(480)11964199
Foreign exchange impact1(1)409(106)1(2)
Acquisitions/divestitures and other, net——9577——
Curtailments and special termination benefits——(12)7(18)—
Settlements(40)(756)(283)(69)——
Benefits paid(828)(473)(403)(371)(89)(67)
Benefit obligation, ending(a)9,5899,7817,1187,363561486
Change in plan assets
Fair value of plan assets, beginning9,94810,9356,6966,552736636
Actual return on plan assets94113851408103105
Company contributions104103137164(12)—
Employee contributions——17167561
Foreign exchange impact——298(65)——
Acquisitions/divestitures and other, net——9562——
Settlements(40)(756)(283)(69)——
Benefits paid(828)(473)(403)(371)(89)(67)
Fair value of plan assets, ending10,1249,9486,6066,696814736
Funded status$535$167$(512)$(667)$253$251
Amounts recorded in our consolidated balance sheet:
Noncurrent assets$1,254$934$856$728$334$330
Current liabilities(87)(90)(34)(31)(6)(5)
Noncurrent liabilities(632)(678)(1,334)(1,364)(75)(74)
Funded status$535$167$(512)$(667)$253$251
Pre-tax components of cumulative amounts recognized in Accumulated other comprehensive loss:
Prior service (costs)/credits$(2)$(2)$(73)$(61)$225$365
Information related to the funded status of pension plans with an ABO in excess of plan assets(c):
Fair value of plan assets$1$—$459$456
ABO7207681,7461,752
Information related to the funded status of pension plans with a PBO in excess of plan assets(c):
Fair value of plan assets$1$—$821$690
PBO7207682,1892,084

(a)For the U.S. pension plans, the benefit obligation is both the PBO and ABO as these plans are frozen and future benefit accruals no longer increase with future compensation increases. For the international pension plans, the benefit obligation is the PBO. The ABO for our international pension plans was $6.8 billion in 2025 and $7.1 billion in 2024. For the postretirement plans, the benefit obligation is the ABO.

Pfizer Inc.2025 Form 10-K86

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(b)For 2025, primarily includes actuarial gains resulting from increases in discount rates for the international pension plans, partially offset by actuarial losses resulting from decreases in discount rates for the U.S. pension and postretirement plans. For 2024, primarily includes actuarial losses resulting from decreases in discount rates for the international pension plans, and other assumption changes for the postretirement plans, largely offset by actuarial gains resulting from increases in discount rates for the U.S. pension plans.

(c)Our U.S. qualified plans, U.S. postretirement plan and many of our larger funded international plans were overfunded as of December 31, 2025.

D. Plan Assets

The following provides the components of plan assets:
As of December 31, 2025As of December 31, 2024
Fair ValueFair Value
(MILLIONS EXCEPT TARGET ALLOCATION PERCENTAGE)Target Allocation PercentageTotalLevel 1Level 2Level 3Assets Measured at NAV**(a)**TotalLevel 1Level 2Level 3Assets Measured at NAV(a)
U.S. pension plans
Cash and cash equivalents0-12%$682$66$615$—$—$533$56$477$—$—
Equity securities:10-40%
Global equity securities1,3961,396———1,3411,341———
Equity commingled funds216—216——97—97——
Fixed income securities:45-75%
Corporate debt securities2,66042,656——2,87842,874——
Government and agency obligations(b)2,090—2,090——2,059—2,059——
Fixed income commingled funds43—13—3042—12—30
Other investments:10-40%
Partnership investments(c)2,735———2,7352,665———2,665
Insurance contracts——————————
Other commingled funds(d)302———302333———333
Total100%$10,124$1,466$5,591$—$3,066$9,948$1,401$5,518$—$3,028
International pension plans
Cash and cash equivalents0-10%$346$108$237$—$—$310$138$172$—$—
Equity securities:10-20%
Equity commingled funds714—686—28704—619—86
Fixed income securities:40-65%
Corporate debt securities347—3425—638—6335—
Government and agency obligations(b)1,041—1,041——9601960——
Fixed income commingled funds1,773—1,225—5481,750—1,064—686
Other investments:20-40%
Partnership investments(c)148—2—146147—2—145
Insurance contracts1,033—46988—1,221—451,176—
Other(d)1,2041418526374196535147252531
Total100%$6,606$123$3,763$1,256$1,464$6,696$174$3,642$1,433$1,447
U.S. postretirement plans(e)
Cash and cash equivalents0-5%$10$—$10$—$—$12$—$12$—$—
Insurance contracts95-100%804—804——724—724——
Total100%$814$—$814$—$—$736$—$736$—$—

(a)Certain investments that are measured at NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The NAV amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented for the total pension benefits plan assets.

(b)Government and agency obligations are inclusive of repurchase agreements.

(c)Mainly includes investments in private equity, private debt and real estate.

(d)Mostly includes investments in hedge funds, real estate and infrastructure.

(e)Reflects postretirement plan assets, which support our U.S. retiree medical plans.

Pfizer Inc.2025 Form 10-K87

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following provides an analysis of the changes in our investments valued using significant unobservable inputs:
International Pension Plans
Year Ended December 31,
(MILLIONS)20252024
Fair value, beginning$1,433$1,340
Actual return on plan assets:
Assets held, ending(21)8
Assets sold during the period4—
Purchases, sales, and settlements, net(219)(79)
Transfer into/(out of) Level 3(1)168
Exchange rate changes59(5)
Fair value, ending$1,256$1,433

The following methods and assumptions were used to estimate the fair value of our pension and postretirement plans’ assets:

  • Cash and cash equivalents: Level 1 investments may include cash, cash equivalents and foreign currency valued using exchange rates. Level 2 investments may include short-term investment funds which are commingled funds priced at a stable NAV by the administrator of the funds.

  • Equity securities: Level 1 investments may include individual securities that are valued at the closing price or last trade reported on the major market on which they are traded. Level 1 and Level 2 investments may include commingled funds that have a readily determinable fair value based on quoted prices on an exchange or a published NAV derived from the quoted prices in active markets of the underlying securities. Level 3 investments may include individual securities that are unlisted, delisted, suspended, or illiquid and are typically valued using their last available price.

  • Fixed income securities: Level 1 investments may include individual securities that are valued at the closing price or last trade reported on the major market on which they are traded. Level 2 investments may include commingled funds that have a readily determinable fair value based on observable prices of the underlying securities. Level 2 investments may include corporate bonds, government and government agency obligations and other fixed income securities valued using bid evaluation pricing models or quoted prices of securities with similar characteristics. Level 3 investments may include securities that are valued using alternative pricing sources, such as investment managers or brokers, which use proprietary pricing models that incorporate unobservable inputs.

  • Other investments: Level 1 investments may include individual securities that are valued at the closing price or last trade reported on the major market on which they are traded. Level 2 investments may include insurance contracts which invest in interest bearing cash, U.S. government securities and corporate debt instruments. Level 3 investments may include securities or insurance contracts that are valued using alternative pricing sources, such as investment managers or brokers, which use proprietary pricing models that incorporate unobservable inputs.

Equity securities, Fixed income securities and Other investments may each be combined into commingled funds. Most commingled funds are valued to reflect the interest in the fund based on the reported year-end NAV. Partnership and Other investments are valued based on year-end reported NAV (or its equivalent), with adjustments as appropriate for lagged reporting of up to three months.

Certain investments are authorized to include derivatives, such as equity or bond futures, swaps, options and currency futures or forwards for managing risks and exposures.

Global plan assets are managed with the objective of generating returns that will enable the plans to meet their future obligations, while seeking to manage net periodic benefit costs and cash contributions over the long-term. We utilize long-term asset allocation ranges in the management of our plans’ invested assets. Our long-term return expectations are developed based on a diversified, global investment strategy that takes into account historical experience, as well as the impact of portfolio diversification, active portfolio management, and our view of current and future economic and financial market conditions. As market conditions and other factors change, we may adjust our targets accordingly and our asset allocations may vary from the target allocations.

E. Cash Flows

It is our practice to fund amounts for our qualified pension plans that are at least sufficient to meet the minimum requirements set forth in applicable employee benefit laws and local tax laws.

Pfizer Inc.2025 Form 10-K88

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following provides the expected future cash flow information related to our benefit plans:
Pension PlansPostretirement Plans
(MILLIONS)U.S.International
Expected employer contributions:
2026$88$168$46
Expected benefit payments:
2026$849$410$49
202784441355
202881741258
202980742759
203078244060
2031–20353,5132,324284

The above table reflects the total U.S. and international plan benefits projected to be paid from the plans or from our general assets under the current actuarial assumptions used for the calculation of the benefit obligation.

F. Defined Contribution Plans

We have defined contribution plans in the U.S. and other countries. For the majority of the U.S. defined contribution plans, employees may contribute a portion of their salaries and bonuses to the plans, and we match, in cash, a portion of the employee contributions. We also offer a Retirement Savings Contribution which is an annual employer contribution in the U.S. and Puerto Rico. We recorded charges related to the employer contributions to global defined contribution plans of $854 million in 2025, $800 million in 2024 and $843 million in 2023.

Note 12. Equity

A. Common Stock Purchases

We have authorization to purchase our common stock through privately negotiated transactions or in the open market as circumstances and prices warrant. Purchased shares under a share-purchase plan, which is authorized by our BOD, are available for general corporate purposes. In December 2018, the BOD authorized a $10 billion share repurchase program to be utilized over time and share repurchases commenced thereunder in the first quarter of 2019.

We did not purchase shares of our common stock under our publicly announced share-purchase plan in any of the periods presented. Our remaining share-purchase authorization was $3.3 billion as of December 31, 2025.

B. Preferred Stock

We have 27 million authorized shares of preferred stock without par value; no shares of preferred stock were issued or outstanding as of December 31, 2025 and 2024.

Note 13. Share-Based Payments

Our compensation programs can include share-based payment awards with their value determined by reference to the fair value of our shares and can consist of the grant of shares or options to acquire shares or similar arrangements. The level of our share-based awards are based on competitive survey data and/or industry peer groups used for compensation purposes, and is allocated between different long-term incentive award vehicles, generally in the form of Total Shareholder Return Units (TSRUs), Restricted Stock Units (RSUs), Portfolio Performance Shares (PPSs), Performance Share Awards (PSAs) and stock options, as determined by the Compensation Committee of our BOD.

The Amended and Restated 2019 Stock Plan (2019 Plan) replaced and superseded the original 2019 Stock Plan (Original Plan). The 2019 Plan provides for 320 million shares to be authorized for grants plus any shares remaining available for grant under the Original Plan as of April 25, 2024 (the carryforward shares). Awards granted under the 2019 Plan reduce the shares available for future grants as follows: RSUs count as three shares, and PPSs and PSAs count as six shares (three shares times 2 (the maximum potential payout)), while TSRUs and stock options count as one share. As of December 31, 2025, 313 million shares were available for future award. Although not required to do so, we have used authorized and unissued shares and, to a lesser extent, treasury stock to satisfy our obligations under these programs.

Pfizer Inc.2025 Form 10-K89

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

A summary of the awards and valuation details:

Awarded toTermsValuationRecognition and Presentation
Total Shareholder Return Units (TSRUs)
Senior and other key management and select employees•Entitle the holder to receive shares of our common stock with a value equal to the difference between the defined settlement price and the grant price, plus the dividend equivalents accumulated during the five or seven-year term, if and to the extent the total value is positive. •Settlement price is the average closing price of our common stock during the 20 trading days ending on the fifth or seventh anniversary of the grant, as applicable; the grant price is the closing price of our common stock on the date of the grant. •Automatically settle on the fifth or seventh anniversary of the grant but vest on the third anniversary of the grant. Certain 2022 and 2023 five-year grants were modified during 2024 (for active colleagues) to vest on the fifth anniversary and settle on the seventh anniversary of the grant. •Eligible holders can convert their TSRUs, when vested, into Profit Units (PTUs) with a conversion ratio based on a calculation used to determine the shares at TSRU settlement. The PTUs are entitled to earn Dividend Equivalent Units (DEUs), and the PTUs and DEUs will be settled in our common stock on the TSRUs’ original settlement date and will be subject to the terms and conditions of the original grant including forfeiture provisions.As of the grant date using a Monte Carlo simulation modelAmortized on a straight-line basis over the vesting term into Cost of sales, Selling, informational and administrative expenses, and/or Research and development expenses, as appropriate.
Restricted Stock Units (RSUs)
Select employees•Entitle the holder to receive a specified number of shares of our common stock upon vesting. Dividend equivalents earned over the vesting period are reinvested into additional RSUs. •RSUs generally vest and distribute one-third per year for three years on each of the three annual anniversaries from the date of grant assuming continuous service from the grant date.As of the grant date using the closing price of our common stockAmortized on an accelerated attribution method over the vesting term into Cost of sales, Selling, informational and administrative expenses, and/or Research and development expenses, as appropriate.
Portfolio Performance Shares (PPSs)
Select employees•Entitle the holder to receive, at the end of the performance period, shares of our common stock based on performance during the performance period. Dividend equivalents earned during the performance period are accumulated and applied to the shares earned and are delivered in shares with the underlying award. •For PPSs granted, the awards vest on the third anniversary of the grant assuming continuous service from the grant date and the number of shares paid, if any, depends on the achievement of predetermined goals related to Pfizer’s long-term product portfolio during a three-year performance period from the year of the grant date, as applicable. •The number of shares that may be earned, excluding those from dividend equivalents, ranges from 0% to 200% of the initial award depending on goal achievement over the performance period. Irrespective of performance, the payout is capped at target if the Total Shareholder Return (TSR) for the performance period is negative.As of the grant date using the intrinsic value method using the closing price of our common stockAmortized on a straight-line basis over the vesting term into Cost of sales, Selling, informational and administrative expenses and/or Research and development expenses, as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned, and management’s assessment of the probability that the specified performance criteria will be achieved.
Performance Share Awards (PSAs)
Senior and other key management•Entitle the holder to receive, at the end of the three-year performance period, shares of our common stock (retirees and former colleagues) earned, if any, or an equal value in cash (active colleagues), including dividend equivalents on shares earned, dependent upon the achievement of predetermined goals related to two measures: a.Adjusted diluted EPS goals, set annually; b.Modified by relative TSR as compared to the NYSE ARCA Pharmaceutical Index (DRG Index or DRG) over a three-year period. •PSAs vest on the third anniversary of the grant assuming continuous service from the grant date. PSA awards granted in 2022 and 2023 were modified during 2024 (for active colleagues) to vest on the fifth anniversary of the grant and to have a three-year performance period ending on December 31 prior to vesting. •The range of payout is 0% to 200% of target shares, excluding those earned from dividend equivalents, based on financial performance and modified by relative TSR. The payout is capped at target if the TSR for the performance period is negative.As of the grant date using the intrinsic value method using the closing price of our common stockAmortized on a straight-line basis over the vesting term into Cost of sales, Selling, informational and administrative expenses, and/or Research and development expenses, as appropriate, and adjusted each reporting period, as necessary, to reflect changes in the price of our common stock, the number of shares that are probable of being earned and management’s assessment of the probability that the specified performance criteria will be achieved.
Pfizer Inc.2025 Form 10-K90

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Awarded toTermsValuationRecognition and Presentation
Stock Options
Select employees•Entitle the holder to purchase a specified number of shares of our common stock at a price per share equal to the closing market price of our common stock on the date of grant, for a period of time after vesting. •Since 2016, only a limited set of non-U.S. employees received stock option grants. No stock options were awarded to senior and other key management in any period presented. •Stock options vest on the third anniversary of the grant assuming continuous service from the grant date and have a contractual term of 10 years.As of the grant date using the Black-Scholes-Merton option-pricing modelAmortized on a straight-line basis over the vesting term into Cost of sales, Selling, informational and administrative expenses, and/or Research and development expenses, as appropriate.
The following provides data related to all TSRU, RSU, PPS, PSA and stock option activity:
(MILLIONS, EXCEPT FAIR VALUE OF SHARES VESTED PER TSRU AND STOCK OPTION AND YEARS)TSRUsRSUsPPSsPSAsStock Options
Year Ended December 31,202520242023202520242023202520242023202520242023202520242023
Total fair value of shares vested(a)$6.05$7.05$10.71$313$469$505$118$176$116$—$—$58$2.86$4.08$7.88
Total intrinsic value of options exercised or share units converted$93$29$755$349$123$250$—$—$102
Cash received upon exercise$—$—$181
Tax benefits realized from exercise$—$—$20
Compensation cost recognized/(reduced), pre-tax$234$246$244$393$394$437$131$252$(138)$32$(21)$(5)$5$4$4
Total compensation cost related to nonvested awards not yet recognized, pre-tax$245$270$192$224$214$212$119$107$81$34$40$22$4$4$4
Weighted-average period over which cost is expected to be recognized (years)1.72.11.71.81.81.81.81.91.81.91.71.81.71.71.7

(a)Weighted-average GDFV per TSRUs and stock options.

Total share-based payment expense was $799 million, $877 million and $525 million in 2025, 2024 and 2023, respectively. Tax benefit for

share-based compensation expense was $140 million, $165 million and $93 million in 2025, 2024 and 2023, respectively.

The table above excludes total expense due to the modification for share-based awards in connection with our cost reduction/productivity initiatives, which was zero for 2025 and not significant for prior years presented and is recorded in Restructuring charges and certain acquisition-related costs (see Note 3). Amounts capitalized as part of inventory cost were not significant for any period presented.

Summary of the weighted-average assumptions used in the valuation of TSRUs and stock options:
TSRUsStock Options
Year Ended December 31,202520242023202520242023
Expected dividend yield (based on a constant dividend yield during the expected term)6.47%6.06%3.80%6.47%6.06%3.80%
Risk-free interest rate (based on interpolated yield on U.S. Treasury zero-coupon issues)4.06%4.31%4.08%4.12%4.32%4.03%
Expected stock price volatility (based on implied volatility, after consideration of historical volatility)22.39%26.56%23.23%22.38%26.56%23.23%
TSRUs contractual/stock options expected term, years (based on historical exercise and post-vesting termination patterns for stock options)5.005.155.156.256.506.50
Summary of all TSRU, RSU, PPS and PSA activity during 2025 (with the shares granted representing the maximum award that could be achieved for PPSs and PSAs):
TSRUsRSUsPPSsPSAs
TSRUsPer TSRU, Weighted AverageSharesWeighted Avg. GDFV per shareSharesWeighted Avg. Intrinsic Value per shareSharesWeighted Avg. Intrinsic Value per share
(Thousands)GDFVGrant Price(Thousands)(Thousands)(Thousands)
Nonvested, December 31, 202484,902$9.63$35.8725,561$32.6726,156$26.535,521$26.53
Granted51,1486.0525.7418,29525.6814,53825.732,74925.75
Vested(6,818)11.8945.82(11,930)34.95(4,479)26.41——
Reinvested dividend equivalents2,13224.23
Forfeited(8,227)7.3329.05(2,496)27.26(4,322)25.31(429)25.66
Nonvested, December 31, 2025121,004$8.14$31.4631,562$27.6131,893$24.907,840$24.90
Pfizer Inc.2025 Form 10-K91

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Summary of TSRU and PTU information as of December 31, 2025(a), (b):
TSRUs (Thousands)PTUs (Thousands)Weighted-Average Grant Price Per TSRUWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (Millions)(c)
TSRUs Outstanding164,736$32.622.5$80
TSRUs Vested43,73235.840.66
TSRUs Expected to vest(d)115,666$31.533.271
Outstanding PTUs converted from TSRUs exercised420.2$1

(a)In 2025, we settled 46,110,528 TSRUs with a weighted-average grant price of $31.29 per unit.

(b)In 2025, 20,968 TSRUs with a weighted-average grant price of $31.31 per unit were converted into 1,620 PTUs.

(c)Market price of our underlying common stock less grant price plus dividend equivalents to date.

(d)The number of TSRUs expected to vest takes into account an estimate of expected forfeitures.

Summary of all stock option activity during 2025:
Shares (Thousands)Weighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value(a) (Millions)
Outstanding, December 31, 202419,621$33.24
Granted2,03825.75
Exercised
Forfeited(178)26.75
Expired(13,666)32.87
Outstanding, December 31, 20257,81532.095.9$—
Vested and expected to vest, December 31, 2025(b)7,62432.245.8—
Exercisable, December 31, 20254,196$35.053.6$—

(a)Market price of our underlying common stock less exercise price.

(b)The number of options expected to vest takes into account an estimate of expected forfeitures.

Note 14. Earnings Per Common Share Attributable to Pfizer Inc. Common Shareholders

The following presents the detailed calculation of EPS:
Year Ended December 31,
(MILLIONS)202520242023
EPS Numerator
Income from continuing operations attributable to Pfizer Inc. common shareholders$7,745$8,020$2,134
Discontinued operations––net of tax2511(15)
Net income attributable to Pfizer Inc. common shareholders$7,771$8,031$2,119
EPS Denominator
Weighted-average common shares outstanding––Basic5,6835,6645,643
Common-share equivalents313666
Weighted-average common shares outstanding––Diluted5,7135,7005,709
Anti-dilutive common stock equivalents(a)11249

(a)These common stock equivalents were outstanding for the periods presented, but were not included in the computation of diluted EPS for those periods because their inclusion would have had an anti-dilutive effect.

Note 15. Leases

We lease real estate, fleet, and equipment for use in our operations. Our leases generally have lease terms of 1 to 30 years, some of which include options to terminate or extend leases for up to 5 to 10 years or on a month-to-month basis. We include options that are reasonably certain to be exercised as part of the determination of lease terms. We may negotiate termination clauses in anticipation of any changes in market conditions, but generally these termination options have not been exercised. Residual value guarantees are generally not included within our operating leases with the exception of some fleet leases. In addition to base rent payments, the leases may require us to pay directly for taxes and other non-lease components, such as insurance, maintenance and other operating expenses, which may be dependent on usage or vary month-to-month. Variable lease payments amounted to $453 million in 2025, $517 million in 2024 and $444 million in 2023. We elected the practical expedient to not separate non-lease components from lease components in calculating the amounts of ROU assets and lease liabilities for all underlying asset classes.

We determine if an arrangement is a lease at inception of the contract and we perform the lease classification test as of the lease commencement date. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date

Pfizer Inc.2025 Form 10-K92

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

For operating leases, the ROU assets and liabilities in our consolidated balance sheets follows:
As of December 31,
(MILLIONS)Balance Sheet Classification20252024
ROU assetsOther noncurrent assets$2,213$2,289
Lease liabilities (short-term)Other current liabilities330356
Lease liabilities (long-term)Other noncurrent liabilities2,2912,286
Components of total lease cost includes:
Year Ended December 31,
(MILLIONS)202520242023
Operating lease cost$498$683$863
Variable lease cost453517444
Sublease income(26)(23)(24)
Total lease cost$924$1,177$1,283
Other supplemental information follows:
As of December 31,
(MILLIONS)20252024
Operating leases
Weighted-Average Remaining Contractual Lease Term (Years)10.510.2
Weighted-Average Discount Rate3.8%3.7%
Year Ended December 31,
(MILLIONS)202520242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$471$601$744
(Gains)/losses on sale and leaseback transactions, net(53)29(49)
The following reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded in the consolidated balance sheet as of December 31, 2025:
(MILLIONS)
PeriodOperating Lease Liabilities
Next one year(a)$417
1-2 years408
2-3 years334
3-4 years282
4-5 years234
Thereafter1,524
Total undiscounted lease payments3,199
Less: Imputed interest579
Present value of minimum lease payments2,620
Less: Current portion330
Noncurrent portion$2,291

(a)Reflects lease payments due within 12 months subsequent to the balance sheet date.

Note 16. Contingencies and Certain Commitments

We and certain of our subsidiaries are subject to numerous contingencies arising in the ordinary course of business, including tax and legal contingencies, guarantees and indemnifications. The following outlines our legal contingencies, guarantees and indemnifications. For a discussion of our tax contingencies, see Note 5D**.

A. Legal Proceedings

Our legal contingencies include, but are not limited to, the following:

  • Patent litigation, which typically involves challenges to the coverage and/or validity of patents on various products, processes or dosage forms. An adverse outcome could result in loss of patent protection for a product, a significant loss of revenues from a product or impairment of the value of associated assets. We are the plaintiff in the majority of these actions.

  • Product liability and other product-related litigation related to current or former products, which can include personal injury, consumer fraud, off-label promotion, securities, antitrust and breach of contract claims, among others, and often involves highly complex issues relating to

Pfizer Inc.2025 Form 10-K93

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

medical causation, label warnings and reliance on those warnings, scientific evidence and findings, actual, provable injury and other matters.

  • Commercial and other asserted or unasserted matters, which can include acquisition-, licensing-, intellectual property-, collaboration- or co-promotion-related and product-pricing claims and environmental claims and proceedings, and can involve complexities that will vary from matter to matter.

  • Government investigations, which often are related to the extensive regulation of pharmaceutical companies by national, state and local government agencies in the U.S. and in other jurisdictions.

Certain of these contingencies could result in increased expenses and/or losses, including damages, royalty payments, fines and/or civil penalties, which could be substantial, and/or criminal charges.

We believe that our claims and defenses in matters in which we are a defendant are substantial, but litigation is inherently unpredictable and excessive verdicts do occur. We do not believe that any of these matters will have a material adverse effect on our financial position. However, we could incur judgments, enter into settlements or revise our expectations regarding the outcome of matters, which could have a material adverse effect on our results of operations and/or our cash flows in the period in which the amounts are accrued or paid.

We have accrued for losses that are both probable and reasonably estimable. Substantially all of our contingencies are subject to significant uncertainties and, therefore, determining the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessments, which result from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions.

Amounts recorded for legal and environmental contingencies can result from a complex series of judgments about future events and uncertainties and can rely heavily on estimates and assumptions. For proceedings under environmental laws to which a governmental authority is a party, we have adopted a disclosure threshold of $1 million in potential or actual governmental monetary sanctions.

The principal pending matters to which we are a party are discussed below. In determining whether a pending matter is a principal matter, we consider both quantitative and qualitative factors to assess materiality, such as, among others, the amount of damages and the nature of other relief sought, if specified; our view of the merits of the claims and of the strength of our defenses; whether the action purports to be, or is, a class action and, if not certified, our view of the likelihood that a class will be certified by the court; the jurisdiction in which the proceeding is pending; whether related actions have been transferred to multidistrict litigation; any experience that we or, to our knowledge, other companies have had in similar proceedings; whether disclosure of the action would be important to a reader of our financial statements, including whether disclosure might change a reader’s judgment about our financial statements in light of all of the information that is available to the reader; the potential impact of the proceeding on our reputation; and the extent of public interest in the matter. In addition, with respect to patent matters in which we are the plaintiff, we consider, among other things, the financial significance of the product protected by the patent(s) at issue. Some of the matters discussed below include those which management believes that the likelihood of possible loss in excess of amounts accrued is remote.

A1. Legal Proceedings––Patent Litigation

We are involved in suits relating to our patents (or those of our collaboration/licensing partners to which we have licenses or co-promotion rights), including but not limited to, those discussed below. We face claims by generic drug manufacturers that patents covering our products (or those of our collaboration/licensing partners to which we have licenses or co-promotion rights and to which we may or may not be a party), processes or dosage forms are invalid and/or do not cover the product of the generic drug manufacturer. Also, counterclaims, as well as various independent actions, have been filed alleging that our assertions of, or attempts to enforce, patent rights with respect to certain products constitute unfair competition and/or violations of antitrust laws. In addition to the challenges to the U.S. patents that are discussed below, patent rights to certain of our products or those of our collaboration/licensing partners are being challenged in various other jurisdictions. Some of our collaboration or licensing partners face challenges to the validity of their patent rights in non-U.S. jurisdictions. For example, in April 2022, the U.K. High Court issued a judgment finding invalid a BMS patent related to Eliquis due to expire in 2026, and this judgment is now final. Additional challenges are pending in other jurisdictions. Also, in July 2022, CureVac AG (CureVac) brought a patent infringement action against BioNTech and certain of its subsidiaries in the German Regional Court alleging that Comirnaty infringes certain German utility model patents and certain expired and unexpired European patents. In December 2025, this action was settled on terms not material to Pfizer. Additional challenges involving Comirnaty patents may be filed against us and/or BioNTech in other jurisdictions in the future. Adverse decisions in these matters could have a material adverse effect on our results of operations. We are also party to patent damages suits in various jurisdictions pursuant to which generic drug manufacturers, payors, governments or other parties are seeking damages from us for allegedly causing delay of generic entry.

We also are often involved in other proceedings, such as inter partes review, post-grant review, re-examination or opposition proceedings, before the U.S. Patent and Trademark Office, the European Patent Office, or other foreign counterparts, as well as court proceedings relating to our intellectual property or the intellectual property rights of others, including challenges to such rights initiated by us. Also, if one of our patents (or one of our collaboration/licensing partner’s patents) is found to be invalid by such proceedings, generic or competitive products could be introduced into the market resulting in the erosion of sales of our existing products. For example, several of the patents in our pneumococcal vaccine portfolio have been challenged in inter partes review and post-grant review proceedings in the U.S. Patent and Trademark Office, as well as outside the U.S. The invalidation of any of the patents in our pneumococcal portfolio could potentially allow additional competitor vaccines, if approved, to enter the marketplace earlier than anticipated. In the event that any of the patents are found valid and infringed, a competitor’s vaccine, if approved, might be prohibited from entering the market or a competitor might be required to pay us a royalty.

We are also subject to patent litigation pursuant to which one or more third parties seek damages and/or injunctive relief to compensate for alleged infringement of its patents by our commercial or other activities. If one of our marketed products (or a product of our collaboration/licensing partners to which we have licenses or co-promotion rights) is found to infringe valid patent rights of a third party, such third party may

Pfizer Inc.2025 Form 10-K94

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

be awarded significant damages or royalty payments, or we may be prevented from further sales of that product. Such damages may be enhanced as much as three-fold if we or one of our subsidiaries is found to have willfully infringed valid patent rights of a third party.

Actions In Which We Are The Plaintiff

Vyndaqel-Vyndamax (tafamidis/tafamidis meglumine)

Beginning in June 2023, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of tafamidis capsules (61 mg) or tafamidis meglumine capsules (20 mg), challenging some or all of the patents listed in the FDA’s Orange Book for Vyndamax (tafamidis) and Vyndaqel (tafamidis meglumine). Scripps Research Institute (Scripps) owns the composition of matter patent and the method of treatment patents covering the products, and Pfizer is the exclusive licensee. Pfizer separately owns the crystalline form patent. Beginning in August 2023, we and Scripps brought patent infringement actions against the generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the patents in suit. Pfizer is the sole plaintiff in actions that assert only the infringement and validity of the crystalline form patent.

Oxbryta (voxelotor)

In January 2024, Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Limited, and Zydus Worldwide DMCC (collectively, Zydus) and MSN Pharmaceuticals Inc. and MSN Laboratories Private Ltd. (collectively, MSN) separately notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of voxelotor tablets, challenging some of the patents listed in the FDA’s Orange Book for Oxbryta (voxelotor tablets in 300 mg and 500 mg strengths and/or for oral suspension) on non-infringement grounds. In March 2024, we filed patent infringement actions against both generic filers in the U.S. District Court for the District of Delaware, asserting the validity and infringement of the challenged patents. Zydus and MSN have not challenged our composition of matter patents or method of treatment patents for Oxbryta.

Nurtec (rimegepant)

In April 2024, Rubicon Research Private Limited, Teva Pharmaceuticals, Inc., Changzhou Pharmaceutical Factory, Natco Pharma Limited and Natco Pharma, Inc., MSN, Aurobindo Pharma Limited, Apitoria Pharma Private Limited and Aurobindo Pharma U.S.A. Inc. (collectively, Aurobindo) and Apotex Inc. and Apotex Corp. (collectively, Apotex) notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of rimegepant orally disintegrating tablets, claiming noninfringement and/or challenging the validity of some or all of the patents listed in the FDA’s Orange Book for Nurtec (rimegepant orally disintegrating tablets Eq 75 mg base). In May 2024, we filed patent infringement actions against all the generic filers in the U.S. District Court for the District of Delaware.

Xtandi (enzalutamide)

Beginning in August 2024, several generic companies notified us and Astellas that they had filed ANDAs with the FDA seeking approval to market generic versions of Xtandi, challenging some or all of the patents listed in the FDA’s Orange Book for Xtandi. Beginning in August 2024, we and Astellas brought patent infringement actions against the generic filers in the U.S. District Court for the District of New Jersey, asserting the validity and infringement of the patents in suit.

Actions in Which We are the Defendant

Comirnaty (tozinameran)

In August 2022, ModernaTX, Inc. (ModernaTX) and Moderna US, Inc. (Moderna) sued Pfizer, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Massachusetts, alleging that Comirnaty infringes three U.S. patents. In its complaint, Moderna stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In March 2024, the U.S. Patent Office Patent Trial & Appeal Board instituted a review of two of the three patents in suit. In March 2025, the U.S. Patent Office issued a decision holding that the two Moderna patents were invalid.

In August 2022, ModernaTX filed a patent infringement action in Germany against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, alleging that Comirnaty infringes two European patents. In March 2025, a German court found the asserted patents infringed; no decision on invalidity was rendered. In September 2022, ModernaTX filed patent infringement actions in the U.K. and in the Netherlands against Pfizer and certain subsidiary companies, as well as BioNTech and certain subsidiary companies, on the same two European patents. In its complaints, ModernaTX stated that it is seeking damages for alleged infringement occurring after March 7, 2022. In November 2023, one of the European patents was revoked by the European Patent Office and, in January 2026, that decision became final. In December 2023, the other European patent was declared invalid by a court in the Netherlands (the invalidity decision is limited to the Netherlands). In July 2024, the U.K. court revoked one patent, ruling that it was invalid, and held that the other patent was valid and infringed. In July 2025, the U.K. Court of Appeal affirmed the lower court ruling that the other patent is valid and infringed. ModernaTX has also filed additional patent infringement actions against Pfizer and BioNTech in certain other ex-U.S. jurisdictions.

In April 2023, Arbutus Biopharma Corporation (Arbutus) and Genevant Sciences GmbH (Genevant) filed a complaint in the U.S. District Court for the District of New Jersey against Pfizer and BioNTech alleging that Comirnaty and its manufacture infringe five U.S. patents, and seeking unspecified monetary damages.

In April 2024, GlaxoSmithKline Biologicals SA and GlaxoSmithKline LLC (collectively, GSK Group) sued Pfizer and Pharmacia & Upjohn Company LLC, BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc. in the U.S. District Court for the District of Delaware, alleging that Comirnaty infringes five U.S. patents and seeking unspecified money damages. In August 2024, GSK Group filed an amended complaint alleging that Comirnaty infringes three additional U.S. patents. In July 2025, GSK Group sued several Pfizer and BioNTech entities in Ireland, alleging that Comirnaty infringes three European patents. Also in July 2025, GSK Group sued several Pfizer and BioNTech entities in the Unified Patent Court, alleging that Comirnaty infringes two European patents, both of which are at issue in the Irish lawsuit. Additional patent infringement actions between GSK Group and Pfizer/BioNTech are ongoing in certain other ex-U.S. jurisdictions.

In January 2025, Promosome LLC filed a complaint in the Unified Patent Court, Local Division Munich, against Pfizer and BioNTech and certain of their subsidiaries alleging that Comirnaty infringes a European patent that is in force only in France, Germany and Sweden, and seeking unspecified monetary damages in connection with the manufacture and sale of Comirnaty in France, Germany and Sweden.

In January 2026, Bayer Cropscience LLC, Monsanto Company and Monsanto Technology, LLC filed a complaint in the U.S. District Court for the District of Delaware against Pfizer and BioNTech, BioNTech Manufacturing GmbH and BioNTech US Inc, alleging that Comirnaty infringes a U.S. patent issued in 2010 and seeking unspecified money damages.

Pfizer Inc.2025 Form 10-K95

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

Paxlovid

In June 2022, Enanta Pharmaceuticals, Inc. (Enanta) filed a complaint in the U.S. District Court for the District of Massachusetts against Pfizer alleging that the active ingredient in Paxlovid, nirmatrelvir, infringes a U.S. patent issued in June 2022, and seeking unspecified monetary damages. In December 2024, the District Court issued an order granting Pfizer’s motion for summary judgment, finding Enanta’s patent invalid.

In August 2025, Enanta filed a patent infringement complaint in the Unified Patent Court, Local Division Munich, against Pfizer alleging that the active ingredient in Paxlovid, nirmatrelvir, infringes a European patent issued in August 2025, and seeking unspecified monetary damages.

Matters Involving Pfizer and its Collaboration/Licensing Partners

Comirnaty (tozinameran)

In July 2022, Pfizer, BioNTech and BioNTech Manufacturing GmbH filed a declaratory judgment complaint against CureVac in the U.S. District Court for the District of Massachusetts seeking a judgment of non-infringement for three U.S. patents relating to Comirnaty. In May 2023, the case was transferred to the U.S. District Court for the Eastern District of Virginia. Also in May 2023, CureVac asserted that Comirnaty infringes the three patents that were the subject of our declaratory judgment complaint, and in May and July 2023, CureVac asserted that Comirnaty infringes a number of additional U.S. patents. In August 2025, the parties signed a settlement agreement and license agreement, and the case was dismissed with prejudice.

Orgovyx (relugolix)

Beginning in January 2025, several generic companies notified us that they had filed ANDAs with the FDA seeking approval to sell a generic form of relugolix (Orgovyx), and challenging one or more patents listed in the FDA’s Orange Book for Orgovyx which are licensed to Pfizer. In March 2025, we, along with Sumitomo Pharma Switzerland GBBH, Sumitomo Pharma America, Inc., Takeda and Takeda Pharmaceuticals International AG jointly filed separate patent infringement actions in the U.S. District Court for the District of Delaware against the generic companies, asserting the infringement and validity of the patents in suit.

Eliquis (apixaban)

In December 2025, Bristol Myers Squibb Co. and Pfizer filed a patent infringement action in the U.S. District Court for the District of Delaware against Azurity Pharmaceuticals, Inc. (Azurity), alleging that Azurity’s proposed generic apixaban product would infringe a formulation patent expiring in 2031.

A2. Legal Proceedings––Product Litigation

We are defendants in numerous cases, including but not limited to those discussed below, related to our pharmaceutical and other products. Plaintiffs in these cases seek damages and other relief on various grounds for alleged personal injury and economic loss.

Asbestos

Numerous lawsuits against Pfizer and certain of its previously owned subsidiaries are pending in various federal and state courts seeking damages for alleged personal injury from exposure to products allegedly containing asbestos and other allegedly hazardous materials sold by Pfizer and certain of its previously owned subsidiaries.

In addition, between 1967 and 1982, Warner-Lambert owned American Optical Corporation (American Optical), which manufactured and sold respiratory protective devices and asbestos safety clothing. In connection with the sale of American Optical in 1982, Warner-Lambert agreed to indemnify the purchaser for certain liabilities, including certain asbestos-related and other claims. Warner-Lambert was acquired by Pfizer in 2000 and is a wholly owned subsidiary of Pfizer. Warner-Lambert is actively engaged in the defense of, and will continue to explore various means of resolving, these claims.

There also are a small number of lawsuits pending in various federal and state courts seeking damages for alleged exposure to asbestos in facilities owned or formerly owned by Pfizer or its subsidiaries.

Docetaxel

A number of lawsuits have been filed against Hospira and Pfizer in various federal and state courts alleging that plaintiffs who were treated with Docetaxel developed permanent hair loss. Hospira is a wholly-owned subsidiary that we acquired in September 2015. The significant majority of the cases also name other defendants, including the manufacturer of the branded product, Taxotere. Plaintiffs seek compensatory and punitive damages. Additional lawsuits have been filed in which plaintiffs allege they developed blocked tear ducts following their treatment with Docetaxel.

In 2016, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Eastern District of Louisiana. All of the hair loss cases filed against Hospira and Pfizer have been dismissed with prejudice. In 2022, the eye injury cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Eastern District of Louisiana.

Zantac

A number of lawsuits have been filed against Pfizer in various federal and state courts alleging that plaintiffs developed various types of cancer, or face an increased risk of developing cancer, purportedly as a result of the ingestion of Zantac. The significant majority of these cases also name other defendants that have historically manufactured and/or sold Zantac. Pfizer has not sold Zantac since 2006, and only sold an OTC version of the product. In 2006, Pfizer sold the consumer business that included its Zantac OTC rights to Johnson & Johnson and transferred the assets and liabilities related to Zantac OTC to Johnson & Johnson in connection with the sale. Plaintiffs in these cases seek compensatory and punitive damages.

In February 2020, the federal actions were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Southern District of Florida (the Federal MDL Court). Plaintiffs in the MDL filed against Pfizer and many other defendants a master personal injury complaint, a consolidated consumer class action complaint alleging, among other things, claims under consumer protection statutes of all 50 states, and a medical monitoring complaint seeking to certify medical monitoring classes under the laws of 13 states. In December 2022, the Federal MDL Court granted defendants’ Daubert motions to exclude plaintiffs’ expert testimony and motion for summary judgment on general causation, which has resulted in the dismissal of all complaints in the litigation. Plaintiffs have appealed the Federal MDL Court’s rulings.

Pfizer Inc.2025 Form 10-K96

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

In addition, (i) Pfizer has received service of Canadian class action complaints naming Pfizer and other defendants, and seeking compensatory and punitive damages for personal injury and economic loss, allegedly arising from the defendants’ sale of Zantac in Canada; and (ii) the State of New Mexico and the Mayor and City Council of Baltimore separately filed civil actions against Pfizer and many other defendants in state courts, alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions. In April 2021, a Judicial Council Coordinated Proceeding was created in the Superior Court of California in Alameda County to coordinate personal injury actions against Pfizer and other defendants filed in California state court. Coordinated proceedings have also been created in other state courts. The large majority of the state court cases have been filed in the Superior Court of Delaware in New Castle County.

Many of these Zantac-related cases have been outstanding for a number of years. From time to time, Pfizer has explored and will continue to explore opportunistic settlements of these matters. As of February 2026, Pfizer had settled, or entered into definitive agreements or agreements-in-principle to settle, subject to certain conditions, a substantial majority of the cases filed in state courts in which the plaintiff alleges use of a Pfizer product. The remaining unresolved state court cases continue in various state courts.

Chantix

Beginning in August 2021, a number of putative class actions have been filed against Pfizer in various U.S. federal courts following Pfizer’s voluntary recall of Chantix due to the presence of a nitrosamine, N-nitroso-varenicline. Plaintiffs assert that they suffered economic harm purportedly as a result of purchasing Chantix or generic varenicline medicines sold by Pfizer. Plaintiffs seek to represent nationwide and state-specific classes and seek various remedies, including damages and medical monitoring. In December 2022, the federal actions were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Southern District of New York.

Depo-Provera

A number of lawsuits have been filed against Pfizer and certain subsidiaries in various federal and state courts alleging that plaintiffs who used the injectable version of Depo-Provera (active ingredient medroxyprogesterone acetate, or MPA) for contraception developed meningioma. Some cases also name other defendants, including the manufacturers of generic versions of injectable MPA for contraception. Plaintiffs assert claims against Pfizer relating to both Depo-Provera and generic MPA products, and seek compensatory and punitive damages. In February 2025, the federal cases were transferred for coordinated pre-trial proceedings to an MDL in the U.S. District Court for the Northern District of Florida. Also, in 2025, coordinated proceedings were established in several U.S. state jurisdictions, including California, Connecticut, Delaware, and New York.

A3. Legal Proceedings––Commercial and Other Matters

Monsanto-Related Matters

In 1997, Monsanto Company (Former Monsanto) contributed certain chemical manufacturing operations and facilities to a newly formed corporation, Solutia Inc. (Solutia), and spun off the shares of Solutia. In 2000, Former Monsanto merged with Pharmacia & Upjohn Company to form Pharmacia. Pharmacia then transferred its agricultural operations to a newly created subsidiary, named Monsanto Company (New Monsanto), which it spun off in a two-stage process that was completed in 2002. Pharmacia was acquired by Pfizer in 2003 and is a wholly owned subsidiary of Pfizer.

In connection with its spin-off that was completed in 2002, New Monsanto assumed, and agreed to indemnify Pharmacia for, any liabilities related to Pharmacia’s former agricultural business. New Monsanto has defended and/or is defending Pharmacia in connection with various claims and litigation arising out of, or related to, the agricultural business, and has been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation.

In connection with its spin-off in 1997, Solutia assumed, and agreed to indemnify Pharmacia for, liabilities related to Former Monsanto’s chemical businesses. As the result of its reorganization under Chapter 11 of the U.S. Bankruptcy Code, Solutia’s indemnification obligations relating to Former Monsanto’s chemical businesses are primarily limited to sites that Solutia has owned or operated. In addition, in connection with its spin-off that was completed in 2002, New Monsanto assumed, and agreed to indemnify Pharmacia for, any liabilities primarily related to Former Monsanto’s chemical businesses, including, but not limited to, any such liabilities that Solutia assumed. Solutia’s and New Monsanto’s assumption of, and agreement to indemnify Pharmacia for, these liabilities apply to pending actions and any future actions related to Former Monsanto’s chemical businesses in which Pharmacia is named as a defendant, including, without limitation, actions asserting environmental claims, including alleged exposure to polychlorinated biphenyls. Solutia and/or New Monsanto are defending Pharmacia in connection with various claims and litigation arising out of, or related to, Former Monsanto’s chemical businesses, and have been indemnifying Pharmacia when liability has been imposed or settlement has been reached regarding such claims and litigation. In 2018, Bayer AG acquired Monsanto Company (New Monsanto), which is now a subsidiary of Bayer AG. Since the acquisition, New Monsanto has continued to defend and indemnify Pharmacia for these liabilities.

Environmental Matters

In 2009, as part of our acquisition of Wyeth, we assumed responsibility for environmental remediation at the Wyeth Holdings LLC (formerly known as Wyeth Holdings Corporation and American Cyanamid Company) discontinued industrial chemical facility in Bound Brook, New Jersey. Since that time, we have executed or have become a party to a number of administrative settlement agreements, orders on consent, and/or judicial consent decrees, with the U.S. Environmental Protection Agency, the New Jersey Department of Environmental Protection and/or federal and state natural resource trustees to perform remedial design, removal and remedial actions, and related environmental remediation activities, and to resolve alleged damages to natural resources, at the Bound Brook facility. We have accrued for the currently estimated costs of these activities.

We are also party to a number of other proceedings brought under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and other state, local or foreign laws in which the primary relief sought is the cost of past and/or future remediation.

Contracts with Iraqi Ministry of Health

In 2017, a number of U.S. service members, civilians, and their families brought a complaint in the U.S. District Court for the District of Columbia against a number of pharmaceutical and medical devices companies, including Pfizer and certain of its subsidiaries, alleging that the defendants violated the U.S. Anti-Terrorism Act. The complaint alleges that the defendants provided funding for terrorist organizations through their sales practices pursuant to pharmaceutical and medical device contracts with the Iraqi Ministry of Health and seeks monetary relief. In

Pfizer Inc.2025 Form 10-K97

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

July 2020, the District Court granted defendants’ motions to dismiss and dismissed all of plaintiffs’ claims. In January 2022, the Court of Appeals reversed the District Court’s decision. In June 2024, the U.S. Supreme Court issued an order granting certiorari, vacating the Court of Appeals’ decision, and remanding the case to the Court of Appeals.

Allergan Complaint for Indemnity

In 2019, Pfizer was named as a defendant in a complaint, along with King, filed by Allergan Finance LLC (Allergan) in the Supreme Court of the State of New York, asserting claims for indemnity related to Kadian, which was owned for a short period by King in 2008, prior to Pfizer’s acquisition of King in 2010. This suit was voluntarily discontinued without prejudice in January 2021.

Breach of Contract – Comirnaty

In 2023, Pfizer and BioNTech Manufacturing GmbH initiated separate formal proceedings against the Republic of Poland, the Republic of Romania and Hungary in Belgium’s Court of First Instance of Brussels. Pfizer and BioNTech are seeking an order from the Court holding those countries to their commitments for COVID-19 vaccine orders, which were placed as part of their contracts signed in 2021.

A4. Legal Proceedings––Government Investigations

Like other multi-national pharmaceutical companies, we are subject to extensive regulation by government agencies in the U.S., other developed markets and multiple emerging markets in which we operate. Criminal charges, substantial fines and/or civil penalties, limitations on our ability to conduct business in applicable jurisdictions, corporate integrity or deferred prosecution agreements, as well as reputational harm and increased public interest in the matter could result from government investigations in the U.S. and other jurisdictions in which we do business. These matters often involve government requests for information on a voluntary basis or through subpoenas after which the government may seek additional information through follow-up requests or additional subpoenas. In addition, in a qui tam lawsuit in which the government declines to intervene, the relator may still pursue a suit for the recovery of civil damages and penalties on behalf of the government. Among the investigations by government agencies are the matters discussed below.

Greenstone Antitrust Litigation

In 2019 and 2020, Attorneys General of more than 50 states and territories filed two complaints in the U.S. District Court for the District of Connecticut against a number of pharmaceutical companies, including Pfizer and Greenstone—a former Pfizer subsidiary that sold generic drugs. As to Greenstone and Pfizer, the complaints allege anticompetitive conduct in violation of federal and state antitrust laws and state consumer protection laws. The State Attorney General complaints were initially transferred to an MDL in the U.S. District Court for the Eastern District of Pennsylvania for coordinated pre-trial proceedings but were transferred back to the District of Connecticut in April 2024. The Greenstone antitrust litigation also includes civil complaints filed in federal and state court by private and governmental plaintiffs against Pfizer, Greenstone, and a number of other defendants. These related civil lawsuits assert allegations that generally overlap with those asserted by the State Attorneys General. All of the related federal lawsuits are part of the MDL pending in Pennsylvania.

Subpoena relating to Tris Pharma/Quillivant XR

In October 2018, we received a subpoena from the U.S. Attorney’s Office for the Southern District of New York (SDNY) seeking records relating to our relationship with another drug manufacturer and its production and manufacturing of drugs including, but not limited to, Quillivant XR. We have produced records in response to this request and, in June 2025, the SDNY and numerous related states on whose behalf the SDNY had been investigating, declined to intervene in a qui tam action that had been filed by a relator. The relator is pursuing the action in his individual capacity on behalf of the government.

Government Inquiries relating to Meridian Medical Technologies

In February 2019, we received a Civil Investigative Demand (CID) from the U.S. Attorney’s Office for the SDNY. The CID seeks records and information related to alleged quality issues involving the manufacture of auto-injectors at Pfizer’s former Meridian site. In August 2019, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Eastern District of Missouri, in coordination with the Department of Justice’s Consumer Protection Branch, seeking similar records and information. We have produced records in response to these and subsequent requests.

U.S. Department of Justice Inquiries relating to India Operations

In March 2020, we received an informal request from the U.S. Department of Justice’s Consumer Protection Branch seeking documents relating to our manufacturing operations in India, including at our former facility located at Irrungattukottai in India. In April 2020, we received a similar request from the U.S. Attorney’s Office for the SDNY regarding a civil investigation concerning operations at our facilities in India. We have produced records pursuant to these requests.

Zantac––State of New Mexico and Mayor and City Council of Baltimore Civil Actions

See Legal Proceedings––Product Litigation––Zantac above for information regarding civil actions separately filed by the State of New Mexico and the Mayor and City Council of Baltimore alleging various state statutory and common law claims in connection with the defendants’ alleged sale of Zantac in those jurisdictions.

Government Inquiries relating to Xeljanz

In April 2023, we received a HIPAA subpoena issued by the U.S. Attorney’s Office for the Western District of Virginia, in coordination with the Department of Justice’s Commercial Litigation Branch, seeking records and information related to programs Pfizer sponsored in retail pharmacies relating to Xeljanz. We have produced records pursuant to this request.

B. Guarantees and Indemnifications

In the ordinary course of business and in connection with the sale of assets and businesses and other transactions, we often indemnify our counterparties against certain liabilities that may arise in connection with the transaction or that are related to events and activities prior to or following a transaction. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we may be required to reimburse the loss. These indemnifications are generally subject to various restrictions and limitations. Historically, we have not paid significant amounts under these provisions and, as of December 31, 2025, the estimated fair value of these indemnification obligations is not material to Pfizer.

In addition, in connection with our entry into certain agreements and other transactions, our counterparties may be obligated to indemnify us. For example, our global agreement with BioNTech to co-develop a mRNA-based coronavirus vaccine program aimed at preventing COVID-19

Pfizer Inc.2025 Form 10-K98

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

infection includes certain indemnity provisions pursuant to which each of BioNTech and Pfizer has agreed to indemnify the other for certain liabilities that may arise in connection with certain third-party claims relating to Comirnaty.

See Note 7D for information on Pfizer Inc.’s guarantee of the debt issued by PNIF in May 2025 and the debt issued by PIE in May 2023. We have also guaranteed the long-term debt of certain subsidiaries of Pfizer and certain companies that we acquired and that now are subsidiaries of Pfizer.

C. Certain Commitments

As of December 31, 2025, we had commitments totaling $5.0 billion that are legally binding and enforceable. These commitments include purchase obligations for goods and services and payments relating to potential milestone payments deemed reasonably likely to occur.

See Note 5A for information on the TCJA repatriation tax liability.

D. Contingent Consideration for Acquisitions

We may be required to make contingent consideration payments to sellers for certain prior Pfizer business combinations that are contingent on future events or outcomes. We also have assumed certain contingent consideration liabilities that were previously promised to sellers by a company subsequently acquired by Pfizer. See Note 1D. The estimated fair value of contingent consideration as of December 31, 2025 is $1.8 billion, of which $95 million is recorded in Other current liabilities and $1.7 billion in Other noncurrent liabilities, and as of December 31, 2024 was $517 million, of which $39 million was recorded in Other current liabilities and $477 million in Other noncurrent liabilities. The increase in the contingent consideration balance from December 31, 2024 is primarily due to a CVR and another assumed contingent consideration liability in connection with our acquisition of Metsera. See Note 2A**.

E. Insurance

Our insurance coverage reflects market conditions (including cost and availability) existing at the time it is written, and our decision to obtain insurance coverage or to self-insure varies accordingly. Depending upon the cost and availability of insurance and the nature of the risk involved, the amount of self-insurance may be significant. The cost and availability of coverage have resulted in self-insuring certain exposures, including product liability. If we incur substantial liabilities that are not covered by insurance or substantially exceed insurance coverage and that are in excess of existing accruals, there could be a material adverse effect on our cash flows or results of operations in the period in which the amounts are paid and/or accrued.

Note 17. Segment, Geographic and Other Revenue Information

A. Segment Information

We manage our commercial operations through three operating segments, each led by a single manager: Biopharma, PC1 and Pfizer Ignite. Biopharma is engaged in the discovery, development, manufacture, marketing, sale and distribution of biopharmaceutical products worldwide. PC1 is our contract development and manufacturing organization and a leading supplier of specialty active pharmaceutical ingredients. Pfizer Ignite is an offering that provides strategic guidance and end-to-end R&D services to select innovative biotech companies that align with Pfizer’s R&D focus areas. Biopharma is the only reportable segment. Pfizer’s CODM is the Chairman and Chief Executive Officer. Our CODM uses the revenues and earnings of the operating segments, among other factors, for performance evaluation and resource allocation. The CODM uses segment revenues and earnings in the annual budgeting process when setting strategic goals for the company and considers periodic budget-to-actual variances in segment revenues and earnings when assessing performance of the segments and making decisions about allocating resources to the operating segments. By analyzing segment financial results, the CODM can discern trends, which can inform decisions that align with the company’s goals and objectives, and help ensure risks are managed appropriately. We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources.

Within our Biopharma reportable segment, our commercial divisions market, sell and distribute our products, and global operating functions are responsible for the research, development, manufacturing and supply of our products. Each operating segment is supported by our global corporate enabling functions and other corporate functions. At the beginning of 2025, we made the following changes within our Biopharma reportable segment that went into effect on January 1, 2025 to support our continued focus on commercial execution and to further strengthen Pfizer’s capabilities and leadership in discovering and developing breakthrough medicines and vaccines:

  • Transitioned all activities within the former Pfizer Oncology Division to other parts of Biopharma. Specifically, within our Biopharma reportable segment the U.S. Oncology commercial organization and the global Oncology marketing organization, which were part of the former Pfizer Oncology Division, became part of the Pfizer U.S. Commercial Division. As of January 1, 2025, the commercial structure within our Biopharma reportable segment was composed of the Pfizer U.S. Commercial Division, which focused on the commercialization of Pfizer’s entire product portfolio in the U.S. and is led by the Chief U.S. Commercial Officer, Executive Vice President, and the Pfizer International Commercial Division, which focused on the commercialization of Pfizer’s entire product portfolio in all international markets and is led by the Chief International Commercial Officer, Executive Vice President.

  • Strategically combined our former global Oncology Research and Development and Pfizer Research and Development divisions to form a single Pfizer R&D organization led by the Chief Scientific Officer and President, Research and Development. This organization is responsible for overseeing all R&D activities with end-to-end responsibilities that span from discovery to late-phase clinical development and post-approval activities, including facilitating regulatory submissions, engaging with health authorities and global medical strategies. This organization also includes science-based disciplines, providing comprehensive technical expertise for the development of Pfizer’s medicines and vaccines. A newly formed Chief Medical Office is part of this structure, advancing medical and scientific knowledge by generating evidence-based insights to drive informed regulatory and healthcare decisions. It ensures all stakeholders – including patients, healthcare providers, pharmacists, payors, and health authorities – have complete and up-to-date information on the benefits and risks associated with our products. R&D spending may encompass upfront and pre-approval milestone payments for intellectual property rights related to its programs, which would be recorded as Acquired in-process research and development expenses.

Pfizer Inc.2025 Form 10-K99

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

*Other Business Activities––*Other business activities include the operating results of PC1 and Pfizer Ignite as well as certain pre-tax costs not allocated to our operating segment results, such as costs associated with:

  • corporate enabling functions (such as digital, global real estate operations, legal, finance, human resources, compliance and worldwide procurement, among others) and other corporate costs, including, but not limited to, all strategy, business development and portfolio management capabilities and certain compensation, as well as interest income and expense, and gains and losses on investments; and

  • our share of equity-method income from Haleon in 2024 and 2023 (see Note 2C).

In 2025, Pfizer made the decision to discontinue Pfizer Ignite and we are winding down this business while collaborating closely with our Ignite partners to ensure continuity and the successful transition of work.

*Reconciling Items––*Reconciling items include the following items, transactions and events that are not allocated to our operating segments: (i) all amortization of intangible assets; (ii) acquisition-related items, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company, and which may also include purchase accounting impacts, such as the incremental charge to cost of sales from the sale of acquired inventory that was written up to fair value, depreciation related to the increase/decrease in fair value of acquired fixed assets, amortization related to the increase in fair value of acquired debt, and the fair value changes for contingent consideration; and (iii) certain significant items, representing substantive and/or unusual, and in some cases recurring, items that are evaluated on an individual basis by management and that, either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis. Such certain significant items can include, but are not limited to, pension and postretirement actuarial remeasurement gains and losses, non-acquisition-related restructuring costs, net gains and losses on investments in equity securities, as well as costs incurred for legal settlements, asset impairments and disposals of assets or businesses, including, as applicable, any associated transition activities.

*Segment Assets––*We manage our assets on a total company basis, not by operating segment, as our operating assets are shared or commingled. Therefore, our CODM does not regularly review any asset information by operating segment and, accordingly, we do not report asset information by operating segment. Total assets were $208 billion as of December 31, 2025 and $213 billion as of December 31, 2024.

Selected Statement of Operations Information

The following table provides selected information by reportable segment:
Total RevenuesEarnings(a)Depreciation and Amortization(b)
Year Ended December 31,Year Ended December 31,Year Ended December 31,
(MILLIONS)202520242023202520242023202520242023
Reportable Segment:
Biopharma(c)$61,199$62,400$58,237$29,342$27,969$15,767$1,379$1,360$1,213
Other business activities(d)1,3801,2281,316(8,199)(7,213)(4,185)305340323
Reconciling Items:
Amortization of intangible assets(4,874)(5,286)(4,733)4,8745,2864,733
Acquisition-related items(1,285)(1,938)(1,874)(4)12(11)
Certain significant items(e)(7,464)(5,510)(3,917)381432
$62,579$63,627$59,553$7,520$8,023$1,058$6,592$7,013$6,290

(a)Income from continuing operations before provision/(benefit) for taxes on income. Biopharma’s earnings include costs related to manufacturing and supply, sales and marketing activities, R&D, and medical and safety activities that are associated with products in our Biopharma segment. Effective in the third quarter of 2025, certain expenses for corporate affairs, such as for U.S. policy and government relations, which were previously reported in the operating results of corporate enabling functions, are reported in the operating results of our Biopharma reportable segment. In connection with this reporting change, we reclassified Selling, informational and administrative expenses of approximately $170 million and $156 million in 2024 and 2023, respectively, from Other business activities to Biopharma to conform to the current period presentation.

(b)Certain production facilities are shared. Depreciation is allocated based on estimates of physical production.

(c)Biopharma’s earnings in 2025 reflects credits to Cost of Sales representing favorable revisions of our estimate of accrued royalties. Biopharma’s revenues and earnings in 2024 reflected a non-cash favorable product return adjustment of $771 million recorded in the first quarter of 2024 and in 2023 reflected a non-cash revenue reversal of $3.5 billion (see Note 17C). In 2023, Biopharma earnings included approximately $6.2 billion of inventory write-offs and related charges to Cost of sales mainly due to lower-than-expected demand for our COVID-19 products. Biopharma’s earnings also include dividend income from our investment in ViiV of $265 million in 2025, $272 million in 2024 and $265 million in 2023.

(d)Other business activities include revenues and costs associated with PC1 and Pfizer Ignite as well as costs that we do not allocate to our operating segments, per above. Earnings in 2025 reflects a charge for $1.35 billion recorded in Acquired in-process research and development expenses related to an in-licensing agreement with 3SBio. See Note 2F**.

(e)Certain significant items are substantive and/or unusual, and in some cases recurring, items (as noted above). Earnings in 2025 includes, among other items: (i) certain asset impairments of $4.9 billion recorded in Other (income)/deductions––net, (ii) restructuring charges/(credits), inventory write-offs, implementation costs and additional depreciation—asset restructuring of $1.6 billion (primarily recorded in Restructuring charges and certain acquisition-related costs) and (iii) charges for certain legal matters of $1.1 billion recorded in Other (income)/deductions––net, partially offset by (iv) actuarial valuation, pension and other postretirement plan gains of $320 million recorded in Other (income)/deductions––net. Earnings in 2024 included, among other items: (i) intangible asset impairment charges of $3.3 billion recorded in Other (income)/deductions––net, (ii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $2.2 billion (primarily recorded in Restructuring charges and certain acquisition-related costs), (iii) actuarial valuation, pension and other postretirement plan losses of $579 million recorded in Other (income)/deductions––net, (iv) charges for certain legal matters of $567 million recorded in Other (income)/deductions––net, and (v) a charge in Other (income)/deductions––net of $420 million related to the expected sale of one of our facilities resulting from the discontinuation of our DMD program, partially offset by (vi) net gains on equity securities of $1.0 billion and (vii) net gains of $825 million on the partial sales of our previous investment in Haleon in March and October 2024, which were comprised of (a) total gains on the sales of $945 million less (b) $120 million in the fourth quarter (included in Other business activities) representing our pro-rata share of Haleon’s third quarter 2024 adjusted income recorded on a one quarter lag and implicitly included in the gain on the sale of those shares. Earnings in 2023 included, among other items: (i) intangible asset impairment charges of $3.0 billion recorded in Other (income)/deductions––net and (ii) restructuring charges/(credits) and implementation costs and additional depreciation—asset restructuring of $2.2 billion ($290 million recorded in Selling, informational and administrative expenses and the remaining amount primarily recorded in Restructuring charges and certain acquisition-related costs), partially offset by (iii) net gains on equity securities of $1.6 billion recorded in Other (income)/deductions––net. See Notes 3 and 4**.

Pfizer Inc.2025 Form 10-K100

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following provides Biopharma reportable segment information regularly provided to the CODM:
Year Ended December 31,
(MILLIONS)202520242023
Biopharma reportable segment:
Biopharma total revenues$61,199$62,400$58,237
Less:
Cost of sales13,50514,99722,666
Selling, informational and administrative expenses(a)9,63710,21010,391
Research and development expenses9,1839,5329,763
Acquired in-process research and development expenses113108194
Other (income)/deductions*––*net(581)(416)(543)
Biopharma earnings(a)$29,342$27,969$15,767
Revenues - Comirnaty$4,367$5,353$11,220
Revenues - Paxlovid$2,362$5,716$1,279
Revenues - excluding Comirnaty and Paxlovid$54,470$51,331$45,738

(a)As described above, certain Selling, informational and administrative expenses for corporate affairs, which were previously reported in the operating results of corporate enabling functions, are reported in the operating results of our Biopharma reportable segment. Prior year amounts have been recast to conform to the current period presentation.

B. Geographic Information

The following summarizes revenues by geographic area:
Year Ended December 31,
(MILLIONS)202520242023
United States$37,078$38,691$28,145
International:
Developed Markets16,18816,05720,910
Emerging Markets9,3138,87910,498
Total revenues(a)$62,579$63,627$59,553

(a)Revenues are primarily attributed to countries based on the location of the customer.

Revenues exceeded $500 million in each of 12, 11 and 14 countries outside the U.S. in 2025, 2024 and 2023, respectively. The U.S. is the only country to contribute more than 10% of total revenue in 2025, 2024 and 2023. As a percentage of Total revenues, China was our largest market outside the U.S. (representing 5% and 4% of total revenues) in 2025 and 2024, respectively. Japan was our largest market outside the U.S. in 2023 (representing 6% of total revenues).

C. Other Revenue Information

Significant Customers

We and our collaboration partner, BioNTech, have entered into agreements to supply pre-specified doses of Comirnaty with multiple developed and emerging nations around the world and are continuing to deliver doses of Comirnaty under such agreements. This includes supply agreements entered into in November 2020 and February and May 2021 with the EC for Comirnaty on behalf of the different EU member states and certain other countries. Each EU member state submits its own Comirnaty vaccine order to us and is responsible for payment pursuant to terms of the supply agreements negotiated by the EC. In May 2023, we and BioNTech amended our contract with the EC to deliver COVID-19 vaccines to the EU. The amended agreement includes rephasing of delivery of doses annually through 2026 and an aggregate volume reduction, providing additional flexibility for those EU member states who agreed to the amended agreement. The EC will maintain access to future adapted COVID-19 vaccines and the ability to donate doses, in alignment with the original agreement.

In 2022 and 2023, we had entered into agreements to supply pre-specified treatment courses of Paxlovid with government and government sponsored customers in multiple developed and emerging nations around the world, which represented most Paxlovid revenues in 2022 and 2023, while commercialization began in some markets in 2023. Internationally, most Paxlovid revenue was generated through commercial channels in 2025. In October 2023, we announced an amended agreement with the U.S. government, which facilitated the transition of Paxlovid to traditional commercial markets in the U.S. starting in November 2023, with prices negotiated with commercial payors and a copay assistance program for eligible privately insured patients, as the U.S. government began to discontinue the distribution of EUA-labeled Paxlovid. We ensured commercial readiness by providing NDA-labeled commercial supply by the end of 2023. However, EUA-labeled Paxlovid remained available free-of-charge to all eligible patients until the end of 2023, and therefore, there was only minimal uptake of NDA-labeled commercial product before January 1, 2024. In connection with this agreement, we recorded a non-cash revenue reversal of $3.5 billion in the fourth quarter of 2023, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S. government inventory. In the first quarter of 2024, we recorded a non-cash favorable final adjustment of $771 million to reflect 5.1 million EUA-labeled treatment courses returned through February 29, 2024, which were converted to a volume-based credit that supports continued access to Paxlovid through a U.S. government patient assistance program operated by Pfizer. In the third quarter of 2024, in connection with this amended agreement, we also supplied at no cost to the U.S. government or taxpayers a U.S. SNS of 1.0 million treatment courses to enable future pandemic preparedness through 2028, and recorded revenue of $442 million. While we are recognizing revenue as these treatment courses are delivered, there is no cash consideration for these treatment courses.

Pfizer Inc.2025 Form 10-K101

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

The following summarizes revenue, as a percentage of Total revenues, from our three largest U.S. wholesaler customers, which was concentrated in our Biopharma operating segment:
Year Ended December 31,
202520242023
McKesson, Inc.25%23%16%
Cencora, Inc.16%17%12%
Cardinal Health, Inc.13%14%10%

Collectively, our three largest U.S. wholesaler customers represented 40% and 34% of total trade accounts receivable as of December 31, 2025 and December 31, 2024, respectively.

Significant Revenues by Product

The following provides detailed revenue information for several of our major products:

(MILLIONS)Year Ended December 31,
PRODUCTPRIMARY INDICATION OR CLASS202520242023
TOTAL REVENUES$62,579$63,627$59,553
GLOBAL BIOPHARMACEUTICALS BUSINESS (BIOPHARMA)$61,199$62,400$58,237
Primary Care$26,820$30,135$30,799
Eliquis(a)Nonvalvular atrial fibrillation, deep vein thrombosis, pulmonary embolism7,9617,3666,747
Prevnar familyActive immunization to prevent pneumonia, invasive disease and otitis media caused by Streptococcus pneumoniae6,4946,4116,501
ComirnatyActive immunization to prevent COVID-194,3675,35311,220
Paxlovid(b)COVID-19 in certain high-risk patients2,3625,7161,279
Nurtec ODT/VyduraAcute treatment of migraine and prevention of episodic migraine1,4241,263928
AbrysvoActive immunization to prevent RSV infection1,033755890
FSME-IMMUN/TicoVacActive immunization to prevent tick-borne encephalitis disease319280268
All other Primary CareVarious2,8602,9912,968
Specialty Care$17,546$16,652$14,988
Vyndaqel familyATTR-CM and polyneuropathy6,3805,4513,321
XeljanzRA, PsA, UC, active polyarticular course juvenile idiopathic arthritis, ankylosing spondylitis1,0871,1681,703
Sulperazon (Outside the U.S. and Canada)Bacterial infections653637757
InflectraCrohn’s disease, pediatric Crohn’s disease, UC, pediatric UC, RA in combination with methotrexate, ankylosing spondylitis, PsA and plaque psoriasis646509490
Zavicefta (Outside the U.S. and Canada)Bacterial infections638586511
Enbrel (Outside the U.S. and Canada)RA, juvenile idiopathic arthritis, PsA, plaque psoriasis, pediatric plaque psoriasis, ankylosing spondylitis and nonradiographic axial spondyloarthritis627690830
GenotropinReplacement of human growth hormone446470539
OctagamPrimary humoral immunodeficiency, chronic immune thrombocytopenic purpura in adults, and dermatomyositis in adults418509245
ZithromaxBacterial infections399480406
CresembaInvasive aspergillosis and mucormycosis349281195
CibinqoAtopic dermatitis284215128
All other HospitalVarious4,0304,1674,514
All other Specialty CareVarious1,5881,4891,350
Oncology$16,834$15,612$12,450
IbranceHR-positive/HER2-negative metastatic breast cancer4,1224,3674,753
Xtandi(c)mCRPC, nmCRPC, mCSPC, nmCSPC2,1942,0391,659
PadcevLocally advanced or metastatic urothelial cancer and cisplatin-ineligible/decline muscle invasive bladder cancer (MIBC)1,9401,58853
Oncology biosimilars(d)Various1,3011,0371,407
LorbrenaALK-positive metastatic NSCLC1,023731539
InlytaAdvanced renal cell carcinoma9239781,036
Adcetris(e)Certain lymphomas including classical Hodgkin lymphoma, T-cell lymphoma and relapsed/refractory diffuse large B-cell lymphoma9071,08956
Braftovi/MektoviMetastatic melanoma in patients with a BRAFV600E/K mutation and for metastatic NSCLC in patients with a BRAFV600E mutation; and, for Braftovi for the treatment of BRAFV600E-mutant mCRC, in combination with Erbitux® (cetuximab)(f) (after prior therapy) or cetuximab and mFOLFOX6716607477
BosulifPhiladelphia chromosome-positive chronic myelogenous leukemia611645645
Pfizer Inc.2025 Form 10-K102

Notes to Consolidated Financial Statements

Pfizer Inc. and Subsidiary Companies

(MILLIONS)Year Ended December 31,
PRODUCTPRIMARY INDICATION OR CLASS202520242023
TukysaUnresectable or metastatic HER2-positive breast cancer; RAS wild-type, HER2-positive unresectable or metastatic colorectal cancer46348018
AromasinPost-menopausal early and advanced breast cancer450347301
Orgovyx(g)Advanced prostate cancer421201120
ElrexfioRelapsed or refractory multiple myeloma30413310
TalzennaTreatment of BRCA gene-mutated, HER2-negative, inoperable or recurrent breast cancer; and, in combination with Xtandi (enzalutamide), of adult patients with HRR gene-mutated mCRPC18211764
TivdakRecurrent or mCC with disease progression on or after chemotherapy1471314
All other OncologyVarious1,1271,1221,308
PFIZER CENTREONE(h)$1,338$1,146$1,272
PFIZER IGNITE$41$82$44
BIOPHARMA$61,199$62,400$58,237
PFIZER U.S. COMMERCIAL DIVISION(i)36,70838,33227,749
PFIZER INTERNATIONAL COMMERCIAL DIVISION24,49124,06830,488
Total Alliance revenues included above$9,266$8,388$7,582
Total Royalty revenues included above$1,650$1,423$1,058

(a)Reflects alliance revenues and product revenues.

(b)2024 included (i) a $771 million favorable final adjustment recorded in the first quarter to the estimated non-cash revenue reversal of $3.5 billion recorded in the fourth quarter of 2023, reflecting 5.1 million EUA-labeled treatment courses returned by the U.S. government through February 29, 2024 versus the estimated 6.5 million treatment courses that were expected to be returned as of December 31, 2023, and (ii) $442 million of revenue recorded in the third quarter in connection with the creation of the U.S. SNS. 2023 included a non-cash revenue reversal of $3.5 billion recorded in the fourth quarter, of which a portion was associated with sales recorded in 2022, related to the expected return of an estimated 6.5 million treatment courses of EUA-labeled U.S. government inventory.

(c)Primarily reflects alliance revenues and royalty revenues.

(d)Biosimilars are highly similar versions of approved and authorized biological medicines. Oncology biosimilars primarily include Ruxience, Retacrit, Zirabev, Trazimera and Nivestym.

(e)Reflects product revenues and royalty revenues.

(f)Erbitux® is a registered trademark of ImClone LLC.

(g)Reflects alliance revenues.

(h)PC1 includes revenues from our contract manufacturing and our active pharmaceutical ingredient sales operation, as well as revenues related to our manufacturing and supply agreements with legacy Pfizer businesses/partnerships.

(i)Refer to Note 17A above.

*Remaining Performance Obligations––*Contracted revenue expected to be recognized from remaining performance obligations for firm orders in long-term contracts to supply Comirnaty and Paxlovid to our customers totaled approximately $2.1 billion and $1.0 billion, respectively, as of December 31, 2025, which includes amounts received in advance and deferred, as well as amounts that will be invoiced as we deliver these products to our customers in future periods. Of these amounts, current contract terms provide for expected delivery of product with contracted revenue primarily from 2026 through 2028, the timing of which may be renegotiated. Remaining performance obligations are based on foreign exchange rates as of the end of our fiscal fourth quarter of 2025 and exclude arrangements with an original expected contract duration of less than one year. Remaining performance obligations associated with contracts for other products and services were not significant as of December 31, 2025 or December 31, 2024.

Deferred Revenues–– Our deferred revenues primarily relate to advance payments received or receivable from various government or government sponsored customers for supply of Paxlovid and Comirnaty. The deferred revenues related to Paxlovid and Comirnaty totaled $1.5 billion as of December 31, 2025, with $689 million and $826 million recorded in current liabilities and noncurrent liabilities, respectively. The deferred revenues related to Paxlovid and Comirnaty totaled $2.2 billion as of December 31, 2024, with $1.4 billion and $785 million recorded in current liabilities and noncurrent liabilities, respectively. The decrease in Paxlovid and Comirnaty deferred revenues during 2025 was primarily driven by amounts recognized in Product revenues as we delivered the products to our customers. During 2025, we recognized revenue of approximately $771 million that was included in the balance of Paxlovid and Comirnaty deferred revenues as of December 31, 2024. The Paxlovid and Comirnaty deferred revenues as of December 31, 2025 will be recognized in Product revenues proportionately as we transfer control of the products to our customers and satisfy our performance obligations under the contracts, with the amounts included in current liabilities expected to be recognized in Product revenues within the next 12 months, and the amounts included in noncurrent liabilities expected to be recognized in Product revenues primarily from December 2026 (which falls in our international first quarter of 2027) through 2028. Deferred revenues associated with contracts for other products were not significant as of December 31, 2025 or December 31, 2024.

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