15 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Incorporated herein by reference are “Election of Directors (Item 1 on Proxy Card),” “Committees of the Board of Directors,” and “Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting” to be included in the 2025 Abbott Laboratories Proxy Statement.
+Added: Incorporated herein by reference are "Item 1:
+Added: Election of directors," "Committees of the Board of Directors," "Corporate governance matters," "Delinquent Section 16(a) reports," and "Procedure for recommendation and nomination of directors and transaction of business at Annual Meeting" to be included in the 2026 Abbott Laboratories Proxy Statement.
The 2026 Proxy Statement will be filed on or about March 13, 2026.
3 unchanged sentences
Abbott intends to include on its website any amendment to, or waiver from, a provision of its code of ethics that applies to Abbott’s principal executive officer, principal financial officer, and principal accounting officer and controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.
−Removed: Abbott has an insider trading policy governing the purchase, sale, and other dispositions of Abbott securities by its directors, officers and employees, as well as Abbott itself, that Abbott believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards.
EXECUTIVE COMPENSATION
3 unchanged sentences
(a) Equity Compensation Plan Information .
−Removed: The following table presents information as of December 31, 2024 about our compensation plans under which Abbott common shares have been authorized for issuance.
−Removed: Plan Category (a)
−Removed: securities to be
−Removed: options, warrants
−Removed: Weighted average
−Removed: exercise price
−Removed: of outstanding
−Removed: options, warrants
−Removed: securities remaining
−Removed: available for
−Removed: future issuance
−Removed: plans (excluding
−Removed: securities reflected
−Removed: in column (a))
−Removed: Equity compensation plans approved by security holders (1) 26,546,749 $ 80.70 68,436,082
−Removed: Equity compensation plans not approved by security holders — — —
−Removed: Total (1) 26,546,749 $ 80.70 68,436,082
−Removed: ________________________________________________________
−Removed: (1) (i) Abbott Laboratories 2009 Incentive Stock Program .
−Removed: Benefits under the Abbott Laboratories 2009 Incentive Stock Program (the “2009 Program”) include non-qualified stock options, restricted stock, restricted stock units, performance awards, other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards), awards to non-employee directors, and foreign benefits.
−Removed: The shares that remain available for issuance under the 2009 Program may be issued in connection with any one of these benefits and may be either authorized but unissued shares or treasury shares (except that restricted stock awards are satisfied from treasury shares).
−Removed: If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 2009 Program without the issuance of shares or payment of cash thereunder, the shares subject to or reserved for that benefit, or so reacquired, may again be used for new stock options, rights, or awards of any type authorized under the Abbott Laboratories 2017 Incentive Stock Program (the “2017 Program”).
−Removed: If shares are issued under any benefit under the 2009 Program and thereafter are reacquired by Abbott pursuant to rights reserved upon their issuance, or pursuant to the payment of the purchase price of shares under stock options by delivery of other common shares of Abbott,
−Removed: the shares subject to or reserved for that benefit, or so reacquired, may not again be used for new stock options, rights, or awards of any type authorized under the 2009 Program.
−Removed: In April 2017, the 2009 Program was replaced by the 2017 Program.
−Removed: No further awards will be granted under the 2009 Program.
−Removed: (ii) Abbott Laboratories 2017 Incentive Stock Program .
−Removed: Benefits under the 2017 Program include non-qualified stock options, restricted stock, restricted stock units, performance awards, other share-based awards (including stock appreciation rights, dividend equivalents and recognition awards), awards to non-employee directors, and foreign benefits.
−Removed: The shares that remain available for issuance under the 2017 Program may be issued in connection with any one of these benefits and may be either authorized but unissued shares or treasury shares (except that restricted stock awards are satisfied from treasury shares).
−Removed: If there is a lapse, expiration, termination, forfeiture or cancellation of any benefit granted under the 2017 Program without the issuance of shares or payment of cash thereunder, the shares subject to or reserved for that benefit, or so reacquired, may again be used for new stock options, rights, or awards of any type authorized under the 2017 Program.
−Removed: If shares are issued under any benefit under the 2017 Program and thereafter are reacquired by Abbott pursuant to rights reserved upon their issuance, or pursuant to the payment of the purchase price of shares under stock options by delivery of other common shares of Abbott, the shares subject to or reserved for that benefit, or so reacquired, may not again be used for new stock options, rights, or awards of any type authorized under the 2017 Program.
−Removed: (iii) Abbott Laboratories Employee Stock Purchase Plan for Non-U.S.
−Removed: Eligible employees of participating non-U.S.
−Removed: affiliates of Abbott may participate in this plan.
−Removed: An eligible employee may authorize payroll deductions at the rate of 1% to 10% of eligible compensation (in multiples of one percent) subject to a limit of US $12,500 during any purchase cycle.
−Removed: Purchase cycles are generally six months long and usually begin on August 1 and February 1.
−Removed: On the last day of each purchase cycle, Abbott uses participant contributions to acquire Abbott common shares.
−Removed: The shares may be either authorized but unissued shares, treasury shares, or shares acquired on the open market.
−Removed: The purchase price is typically 85% of the lower of the fair market value of the shares on the purchase date or on the first day of that purchase cycle.
−Removed: As the number of shares subject to outstanding options is indeterminable, columns (a) and (b) of the above table do not include information on the Employee Stock Purchase Plan.
−Removed: As of December 31, 2024, an aggregate of 7,461,515 common shares were available for future issuance under the Employee Stock Purchase Plan, including shares subject to purchase during the current purchase cycle.
−Removed: In April 2017, the 2009 Employee Stock Purchase Plan for Non-U.S.
−Removed: Employees was amended and restated as the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S.
−Removed: For additional information concerning the Abbott Laboratories 2009 Incentive Stock Program, the Abbott Laboratories 2017 Incentive Stock Program, and the Abbott Laboratories 2017 Employee Stock Purchase Plan for Non-U.S.
−Removed: Employees, see the discussion in Note 9 entitled “Incentive Stock Program” of the Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data.”
+Added: Incorporated herein by reference in the material under the heading "Equity compensation plan information" in the 2026 Proxy Statement.
+Added: The 2026 Proxy Statement will be filed on or about March 13, 2026.
(b) Information Concerning Security Ownership .
2 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The material to be included in the 2025 Proxy Statement under the headings “The Board of Directors and Its Committees” and “Approval Process for Related Person Transactions” is incorporated herein by reference.
+Added: The material to be included in the 2026 Proxy Statement under the headings "Director independence," "Corporate governance matters," and "Approval process for related person transactions" is incorporated herein by reference.
The 2026 Proxy Statement will be filed on or about March 13, 2026.
17 unchanged sentences
(b) Exhibits filed.
+Added: 2.1 * Agreement and Plan of Merger, dated as of November 19, 2025, by and among Abbott Laboratories, Badger Merger Sub I, Inc.
+Added: and Exact Sciences Corporation, filed as Exhibit 2.1 to the Abbott Laboratories Current Report on Form 8-K filed on November 20, 2025.
3.1 * Amended and Restated Articles of Incorporation of Abbott Laboratories, filed as Exhibit 3.1 to the Abbott Laboratories Current Report on Form 8-K filed on April 26, 2021.
−Removed: 3.2 * Amended and Restated By-Laws of Abbott Laboratories, effective as of April 28, 2023, filed as Exhibit 3.1 to the Abbott Laboratories Current Report on Form 8-K filed on February 17, 2023.
+Added: 3.2 * Amended and Restated By-Laws of Abbott Laboratories, effective December 12, 2025 , filed as Exhibit 3.1 to the Abbott Laboratories Current Report on Form 8-K filed on December 12 , 202 5 .
4.1 * Indenture dated as of February 9, 2001, between Abbott Laboratories and The Bank of New York Mellon Trust Company, N.A.
65 unchanged sentences
10.1 * Supplemental Plan Abbott Laboratories Extended Disability Plan, filed as an exhibit (pages 50-51) to the 1992 Abbott Laboratories Annual Report on Form 10-K.**
−Removed: 10.2 Abbott Laboratories Deferred Compensation & Restoration Plan, as amended and restated.**
−Removed: 10.3 Abbott Laboratories 401(k) Supplemental Plan, as amended and restated.**
+Added: 10.2 * Abbott Laboratories Deferred Compensation & Restoration Plan, as amended and restated , filed as Exhibit 10.2 to Abbott L aboratories 2024 Annual Report on Form 10-K.
+Added: 10.3 * Abbott Laboratories 401(k) Supplemental Plan, as amended and restated, filed as Exhibit 10.3 to Abbott Laboratories 2024 Annual Report on Form 10-K.**
10.4 * Abbott Laboratories Supplemental Pension Plan, as amended and restated, filed as Exhibit 10.4 to the 2014 Abbott Laboratories Annual Report on Form 10-K.**
10.5 * 1986 Abbott Laboratories Management Incentive Plan, as amended and restated, filed as Exhibit 10.5 to the 2023 Abbott Laboratories Annual Report on Form 10-K.**
−Removed: 10.6 * 1998 Abbott Laboratories Performance Incentive Plan, as amended and restated , filed a s Exhibit 10.6 to the 2023 Abbott Laboratories Annual Report on Form 10-K .**
+Added: 10.6 * 1998 Abbott Laboratories Performance Incentive Plan, as amended and restated, filed as Exhibit 10.6 to the 2023 Abbott Laboratories Annual Report on Form 10-K.**
10.7 * Rules for the 1998 Abbott Laboratories Performance Incentive Plan, as amended and restated, filed as Exhibit 10.7 to the 2012 Abbott Laboratories Annual Report on Form 10-K.**
10.8 * Abbott Laboratories 2009 Incentive Stock Program, as amended and restated, filed as Exhibit 10.9 to the 2014 Abbott Laboratories Annual Report on Form 10-K.**
−Removed: 10.9 * Abbott Laboratories 2017 Incentive Stock Program, as amended and restated , filed as Exhibit 10.9 to the 2 023 Abbott Laboratories An nual R eport on Form 10-K .**
+Added: 10.9 * Abbott Laboratories 2017 Incentive Stock Program, as amended and restated, filed as Exhibit 10.9 to the 2023 Abbott Laboratories Annual Report on Form 10-K.**
10.10 * Abbott Laboratories Non-Employee Directors’ Fee Plan, as amended and restated, filed as Exhibit 10.1 to the Abbott Laboratories Quarterly Report on Form 10-Q for the period ended March 31, 202 5 .**
35 unchanged sentences
10.46 * Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers, extending the agreement term to December 31, 2026, filed as Exhibit 10.47 to the 2024 Abbott Laboratories Annual Report on Form 10-K.**
−Removed: 10.47 Form of Extension of Agreement Regarding Change in Control by and between Abbott Laboratories and its named executive officers, extending the agreement term to December 31, 2026.**
10.47 * Form of Time Sharing Agreement between Abbott Laboratories Inc.
3 unchanged sentences
10.49 * Abbott Overseas Managers Pension Plan, as amended and restated, filed as Exhibit 10.74 to the 2020 Abbott Laboratories Annual Report on Form 10-K.**
−Removed: 10.51 * Five Year Credit Agreement, dated as of January 29, 2024, among Abbott Laboratories, as borrower, various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent , filed as Exhibit 10.
−Removed: 65 to the 2023 Abbott Laboratories Annual Report on Form 10-K .
−Removed: 19 Abbott Laboratories Insider Trading Policy.
+Added: 10.50 * Five Year Credit Agreement, dated as of January 29, 2024, among Abbott Laboratories, as borrower, various financial institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.65 to the 2023 Abbott Laboratories Annual Report on Form 10-K.
+Added: 19 * Abbott Laboratories Insider Trading Policy , filed as E xhibi t 19 to the 2024 Abbott L aboratories Annual Report on Form 10-K.
21 Subsidiaries of Abbott Laboratories.
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 97 * Abbott Laboratories Dodd-Frank Clawback Policy , filed as Exhibit 97 to the 2023 Abbott Laboratories Annual R eport on Form 10-K .
+Added: 97 * Abbott Laboratories Dodd-Frank Clawback Policy, filed as Exhibit 97 to the 2023 Abbott Laboratories Annual Report on Form 10-K.
101 The following financial statements and notes from the Abbott Laboratories Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 20, 2026, formatted in Inline XBRL:
31 unchanged sentences
(principal accounting officer)
−Removed: /s/ ROBERT J.
−Removed: ALPERN /s/ CLAIRE BABINEAUX-FONTENOT
−Removed: Claire Babineaux-Fontenot
+Added: /s/ NITA AHUJA /s/ ROBERT J.
+Added: Nita Ahuja, M.D.
Director of Abbott Laboratories Director of Abbott Laboratories
−Removed: BLOUNT /s/ PAOLA GONZALEZ
+Added: /s/ CLAIRE BABINEAUX-FONTENOT /s/ SALLY E.
+Added: Claire Babineaux-Fontenot Sally E.
Blount, Ph.D.
−Removed: Paola Gonzalez
Director of Abbott Laboratories Director of Abbott Laboratories
−Removed: /s/ MICHELLE A.
−Removed: KUMBIER /s/ DARREN W.
−Removed: Kumbier Darren W.
+Added: /s/ PAOLA GONZALEZ /s/ MICHELLE A.
+Added: Paola Gonzalez Michelle A.
Director of Abbott Laboratories Director of Abbott Laboratories
−Removed: /s/ NANCY MCKINSTRY /s/ MICHAEL G.
−Removed: Nancy McKinstry Michael G.
+Added: /s/ DARREN W.
+Added: MCDEW /s/ NANCY MCKINSTRY
+Added: McDew Nancy McKinstry
Director of Abbott Laboratories Director of Abbott Laboratories
−Removed: /s/ MICHAEL F.
−Removed: ROMAN /s/ DANIEL J.
−Removed: Roman Daniel J.
+Added: /s/ MICHAEL G.
+Added: O'GRADY /s/ MICHAEL F.
+Added: O'Grady Michael F.
Director of Abbott Laboratories Director of Abbott Laboratories
−Removed: Director of Abbott Laboratories
+Added: /s/ DANIEL J.
+Added: STARKS /s/ JOHN G.
+Added: Starks John G.
+Added: Director of Abbott Laboratories Director of Abbott Laboratories
ABBOTT LABORATORIES AND SUBSIDIARIES
21 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.