What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-20 · 51 added, 42 removed, 314 unchanged (23% of the section changed)

3 unchanged sentences

Evaluation of disclosure controls and procedures.

The Chief Executive Officer, Richard A.

Gonzalez, and the Chief Financial Officer, Scott T.

The Chief Executive Officer, Robert A.

Michael, and the Chief Financial Officer, Scott T.

Reents, evaluated the effectiveness of AbbVie's disclosure controls and procedures as of the end of the period covered by this report, and concluded that AbbVie's disclosure controls and procedures were effective to ensure that information AbbVie is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by AbbVie in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to AbbVie's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

58 unchanged sentences

General Counsel and

Secretary Adoption 11/01/2023 Rule 10b5-1 Trading Arrangement Up to 31,549 Shares to be Sold 08/30/2024

Adoption 11/19/2024

Rule 10b5-1 Trading Arrangement Up to 48,568 Shares to be Sold

Executive Vice President,

Chief Human Resources

Officer Adoption 11/13/2023 Rule 10b5-1 Trading Arrangement Up to 122,957 Shares to be Sold 12/31/2024

Adoption 11/27/2024

Rule 10b5-1 Trading Arrangement Up to 83,887 Shares to be Sold

Except as indicated by footnote, each trading arrangement marked as a "Rule 10b5-1 Trading Arrangement" is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.

7 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference are "Information Concerning Director Nominees," "The Board of Directors and its Committees—Committees of the Board of Directors," "Communicating with the Board of Directors," and "Deadlines for Notice of Stockholder Actions to be Considered at the 2024 Annual Meeting of Stockholders" to be included in the 2024 AbbVie Inc.

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

Proxy Statement.

3 unchanged sentences

All directors, officers and employees of AbbVie are expected to understand and abide by the requirements of the code of business conduct applicable to them.

AbbVie's code of business conduct is available in the corporate governance section of AbbVie's investor relations website at www.abbvieinvestor.com.

AbbVie's code of business conduct is available in the corporate governance section of AbbVie's investor relations website at investors.abbvie.com.

Any waiver of the code of business conduct for directors or executive officers may be made only by AbbVie's audit committee.

1 unchanged sentence

In addition, AbbVie will disclose any waiver from the code of business conduct for the other executive officers and for directors on the website.

AbbVie has a chief ethics and compliance officer who reports to the Executive Vice President, General Counsel and Secretary and to the public policy committee.

AbbVie has a chief ethics and compliance officer who reports to the Executive Vice President, General Counsel and Secretary, to the public policy and sustainability committee, and to the full board of directors.

The chief ethics and compliance officer is responsible for overseeing, administering and monitoring AbbVie's compliance program.

21 unchanged sentences

(2) The weighted-average exercise price does not include outstanding restricted stock units, restricted stock awards and performance shares that have no exercise price.

(3) Excludes shares issuable upon the exercise of stock options and pursuant to other rights granted under the Stemcentrx 2011 Equity Incentive Plan, which was assumed by AbbVie upon the consummation of its acquisition of Stemcentrx, Inc.

As of December 31, 2023, 41,212 options remained outstanding under this plan.

The options have a weighted-average exercise price of $18.02.

No further awards will be granted under this plan.

(3) Excludes shares issuable upon the exercise of stock options and pursuant to other rights granted under the Stemcentrx 2011 Equity Incentive Plan, the ImmunoGen 2018 Equity Incentive Plan and the Cerevel Therapeutics 2020 Equity Incentive Plan.

AbbVie assumed these incentive plans upon the consummation of acquisition of Stemcentrx, Inc., ImmunoGen Inc.

and Cerevel Therapeutics Holdings, Inc.

As of December 31, 2024, 33,494 options with a weighted-average exercise price of $18.89 remained outstanding under the Stemcentrx plan, and 120,401 and 174,123 unvested restricted stock units remained outstanding under the ImmunoGen and Cerevel Therapeutics plans, respectively.

No further awards will be granted under these plans.

(b) Information Concerning Security Ownership.

66 unchanged sentences

Branch, as paying agent (incorporated by reference to Exhibit 4.15 of the company's Current Report on Form 8-K filed on May 14, 2020).

*Supplemental Indenture No.

10, dated February 26, 2024, by and between AbbVie Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the company's Current Report on Form 8-K filed on February 26, 2024).

*Agency Agreement, dated as of November 17, 2016, among AbbVie Inc., U.S.

15 unchanged sentences

LLC, BofA Securities, Inc., Citigroup Global Markets Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.23 of the company’s Current Report on Form 8-K filed on May 14, 2020).

*Form of Agreement Regarding Change in Control by and between AbbVie Inc.

and its named executive officers (incorporated by reference to Exhibit 10.13 of Amendment No.

5 to the Company's Registration Statement on Form 10 filed on November 16, 2012).**

*AbbVie 2013 Amended and Restated Incentive Stock Program (incorporated by reference to Appendix C to the AbbVie Inc.

3 unchanged sentences

*Form of AbbVie Inc.

Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016).**

Non-Employee Director Restricted Stock Unit ( " R SU " ) Agreement (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016).**

*Form of AbbVie Inc.

1 unchanged sentence

*Form of AbbVie Inc.

Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).**

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).**

*Form of AbbVie Inc.

1 unchanged sentence

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018).**

| 2023 Form 10-K

Exhibit Description

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018).**

*Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018).**

2024 Form 10-K |

Exhibit Description

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).**

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).**

*Form of AbbVie Inc.

1 unchanged sentence

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).**

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).**

*Form of AbbVie Inc.

12 unchanged sentences

*Form of AbbVie Inc.

Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).

*Form of AbbVie Inc.

Performance Share Award Agreement (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

*Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

*Form of AbbVie Inc.

Retention RSU Agreement - Ratable Vesting (incorporated by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

* AbbVie Performance Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.3 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).**

7 unchanged sentences

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

*Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

2023 Form 10-K |

Exhibit Description

*Form of AbbVie Inc.

6 unchanged sentences

Performance Share Award Agreement (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).**

| 2024 Form 10-K

Exhibit Description

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).**

Non-Employee Director RSU Agreement (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).**

*Form of AbbVie Inc.

3 unchanged sentences

*Form of AbbVie Non-Employee Directors’ Fee Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).**

* Form of AbbVie Inc.

Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024).**

*Form of AbbVie Inc.

Performance Share Award Agreement (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024).**

* Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024).**

* Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024).**

* Form of AbbVie Inc.

Retention RSU Agreement - Ratable Vesting (incorporated by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024).**

*Form of Agreement Regarding Change in Control by and between AbbVie Inc.

and its named executive officers (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on October 14, 2022).**

and its officers (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on October 14, 2022).**

I nsider Trading Policy

Subsidiaries of AbbVie Inc.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Amended and Restated Clawback Policy.**

* AbbVie Inc.

Amended and Restated Clawback Policy (incorporated by reference to Exhibit 97 of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023) .**

101 The following financial statements and notes from the AbbVie Inc.

21 unchanged sentences

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ RICHARD A.

Chairman of the Board and

Chief Executive Officer

/s/ ROBERT A.

Chief Executive Officer and Director

February 14, 2025

1 unchanged sentence

on February 14, 2025 in the capacities indicated below.

/s/ RICHARD A.

GONZALEZ /s/ SCOTT T.

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer) Scott T.

/s/ ROBERT A.

MICHAEL /s/ SCOTT T.

Chief Executive Officer and Director

(Principal Executive Officer)

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

/s/ RICHARD A.

Senior Vice President, Controller

(Principal Accounting Officer)

Executive Chairman of the Board and Retired Chief Executive Officer

/s/ ROBERT J.

25 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures