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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

  

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 3, 2026

 

ABBVIE INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35565   32-0375147
(State or other jurisdiction
of incorporation or organization)
  (Commission File Number)   (I.R.S Employer
Identification Number)

 

 

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (847) 932-7900

 

Former name or former address, if changed since last report: Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

  

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 Par Value   ABBV   New York Stock Exchange
        NYSE Texas
0.750% Senior Notes due 2027   ABBV27   New York Stock Exchange
2.125% Senior Notes due 2028   ABBV28   New York Stock Exchange
2.625% Senior Notes due 2028   ABBV28B   New York Stock Exchange
2.125% Senior Notes due 2029   ABBV29   New York Stock Exchange
1.250% Senior Notes due 2031   ABBV31   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01Regulation FD Disclosure

 

On September 3, 2026, AbbVie Inc. (the “Company”) issued a press release announcing the completion of its acquisition of Apogee Therapeutics, Inc. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information in this Item 7.01, including the exhibit referenced herein and attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

Some statements in this Current Report on Form 8-K are, or may be considered, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “project” and similar expressions and uses of future or conditional verbs generally identify forward-looking statements. Statements in this Current Report on Form 8-K that are forward-looking may include, but are not limited to, statements regarding AbbVie’s 2026 full-year and third-quarter adjusted diluted EPS guidance, the anticipated benefits of AbbVie’s completed acquisition of Apogee and AbbVie’s ability to successfully integrate Apogee’s operations, employees and pipeline; the expected impact of the acquisition on AbbVie’s adjusted diluted earnings per share; and the anticipated development, regulatory progress and commercial potential of Apogee’s pipeline assets. AbbVie cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to: the amount and timing of acquired IPR&D and milestones expense; the risk that the anticipated benefits and synergies of the Apogee acquisition may not be realized, or may take longer to realize than expected; risks and costs related to integrating Apogee’s business, employees and pipeline into AbbVie, including the possibility that such integration may be more difficult, time-consuming or costly than anticipated; the risk that acquired in-process research and development assets, including zumilokibart (APG777) and APG273, may not demonstrate the anticipated success, safety or efficacy in ongoing or future clinical trials, and that positive interim or earlier-stage results may not be predictive of results in later-stage or larger clinical trials; the risk of unknown or contingent liabilities assumed in connection with the acquisition; challenges to intellectual property; competition from other products; difficulties inherent in the research and development process; adverse litigation or government action; changes to laws and regulations applicable to our industry; the impact of global macroeconomic factors, such as economic downturns or uncertainty, international conflict, trade disputes and tariffs, and other uncertainties and risks associated with global business operations. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie’s operations is set forth in Item 1A, “Risk Factors,” of AbbVie’s 2026 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission, as updated by its Quarterly Reports on Form 10-Q and in other documents that AbbVie subsequently files with the Securities and Exchange Commission that update, supplement or supersede such information. AbbVie undertakes no obligation, and specifically declines, to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.

 

 

 

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

 

Exhibit No.   Description
99.1   Press Release, dated September 3, 2026, issued by AbbVie Inc.
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ABBVIE INC.
   
Date: September 3, 2026
   
  By: /s/ Scott T. Reents
    Scott T. Reents
    Executive Vice President,
    Chief Financial Officer

 

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

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