3 unchanged sentences
Evaluation of disclosure controls and procedures.
−Removed: The Chief Executive Officer, Robert A.
+Added: The Chairman of the Board and Chief Executive Officer, Robert A.
Michael, and the Chief Financial Officer, Scott T.
31 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 14, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, equity (deficit) and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 20, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
27 unchanged sentences
Rule 10b5-1 Trading Arrangement Up to 41,049 Shares to be Sold
−Removed: Executive Vice President,
−Removed: Chief Human Resources
−Removed: Adoption 11/27/2024
−Removed: 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.
−Removed: The number of shares to be sold under each trading arrangement represents the maximum actual number of shares issuable under the applicable performance stock awards.
−Removed: The actual number of shares to be sold under each trading arrangement will depend on the achievement of applicable performance conditions under the performance stock awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.
+Added: The number of shares to be sold under each trading arrangement includes the maximum actual number of shares issuable under the applicable performance stock awards.
+Added: The actual number of shares to be sold under the performance stock awards will depend on the achievement of applicable performance conditions under the awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.
Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.
41 unchanged sentences
and Cerevel Therapeutics Holdings, Inc.
−Removed: 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.
+Added: As of December 31, 2025, 15,271 options with a weighted-average exercise price of $20.09 remained outstanding under the Stemcentrx plan and 53,899 and 78,211 unvested restricted stock units remained outstanding under the ImmunoGen and Cerevel Therapeutics plans.
No further awards will be granted under these plans.
29 unchanged sentences
(incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on January 2, 2013).
−Removed: *Second Amended and Restated By-Laws of AbbVie Inc.
−Removed: (incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on October 14, 2022).
+Added: *Third Amended and Restated By-Laws of AbbVie Inc.
+Added: (incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on September 10, 2024).
Description of the company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
37 unchanged sentences
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).
+Added: 4.13 *Supplemental Indenture No.
+Added: 1 1 , dated February 26, 202 5 , by and between AbbVie Inc.
+Added: 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, 202 5 ).
*Agency Agreement, dated as of November 17, 2016, among AbbVie Inc., U.S.
17 unchanged sentences
Definitive Proxy Statement on Schedule 14A dated March 22, 2021).**
−Removed: *AbbVie Deferred Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.5 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016).**
−Removed: *AbbVie Deferred Compensation Plan Plus (incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022).**
*Form of AbbVie Inc.
−Removed: 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).**
−Removed: *Form of AbbVie Inc.
−Removed: Non-Qualified Stock Option 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, 2016).**
+Added: Non-Employee Director Restricted Stock Unit ("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, 2016).**
*Form of AbbVie Inc.
6 unchanged sentences
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).**
−Removed: 2024 Form 10-K |
−Removed: Exhibit Description
*Form of AbbVie Inc.
2 unchanged sentences
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, 2019).**
+Added: 2025 Form 10-K |
+Added: Exhibit Description
*Form of AbbVie Inc.
19 unchanged sentences
*Amendment to the AbbVie Performance Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023).**
−Removed: * AbbVie Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.5 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).**
* AbbVie Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).**
*Form of AbbVie Inc.
+Added: 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).**
+Added: *Form of AbbVie Inc.
+Added: 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).**
+Added: *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, 2023).**
8 unchanged sentences
* Form of AbbVie Inc.
−Removed: Retention RSU Agreement – Cliff Vesting with Dividend Equivalent Accrual (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**
−Removed: *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).**
1 unchanged sentence
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).**
−Removed: | 2024 Form 10-K
−Removed: Exhibit Description
* Form of AbbVie Inc.
2 unchanged sentences
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).**
+Added: | 2025 Form 10-K
+Added: Exhibit Description
* 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).**
−Removed: *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.
3 unchanged sentences
*Form of AbbVie Inc.
−Removed: 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).**
+Added: 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, 2025).**
*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, 2025).**
−Removed: * Form of AbbVie Inc.
−Removed: 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).**
+Added: Non-Employee Directors’ Fee Plan, as amended and restated (incorporated by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025).**
+Added: *AbbVie Deferred Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025).**
+Added: *AbbVie Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025).**
*Form of Agreement Regarding Change in Control by and between AbbVie Inc.
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).**
−Removed: I nsider Trading Policy
+Added: Insider Trading Policy
Subsidiaries of AbbVie Inc.
13 unchanged sentences
(iii) Consolidated Balance Sheets;
−Removed: (iv) Consolidated Statements of Equity;
+Added: (iv) Consolidated Statements of Equity (Deficit);
(v) Consolidated Statements of Cash Flows;
16 unchanged sentences
/s/ ROBERT A.
−Removed: Chief Executive Officer and Director
+Added: Chairman of the Board and Chief Executive Officer
February 20, 2026
3 unchanged sentences
MICHAEL /s/ SCOTT T.
−Removed: Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
+Added: Chairman of the Board and Chief Executive Officer
+Added: (Principal Executive Officer) Scott T.
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
−Removed: /s/ RICHARD A.
+Added: PURDUE /s/ ROBERT J.
Senior Vice President, Controller
−Removed: (Principal Accounting Officer)
−Removed: Executive Chairman of the Board and Retired Chief Executive Officer
−Removed: /s/ ROBERT J.
+Added: (Principal Accounting Officer) Robert J.
+Added: Director of AbbVie Inc.
/s/ ROXANNE S.
+Added: AUSTIN /s/ WILLIAM H.L.
Director of AbbVie Inc.
Director of AbbVie Inc.
−Removed: /s/ WILLIAM H.L.
−Removed: BURNSIDE /s/ JENNIFER L.
+Added: /s/ JENNIFER L.
+Added: /s/ THOMAS J.
Director of AbbVie Inc.
14 unchanged sentences
Director of AbbVie Inc.
−Removed: TILTON /s/ FREDERICK H.
−Removed: Director of AbbVie Inc.
+Added: /s/ FREDERICK H.
Director of AbbVie Inc.
1 unchanged sentence
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.