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Item 7. Management’s Discussion and Analysis

2026-02-13 compared with 2025-02-14 · 294 added, 254 removed, 436 unchanged (56% of the section changed)

21 unchanged sentences

Our robust pipeline includes potential first-in-class medicines at all stages of development.

Our principal products are Prolia, ENBREL, XGEVA, Repatha, Otezla, TEPEZZA, EVENITY, KYPROLIS, Nplate, Aranesp, BLINCYTO, KRYSTEXXA, Vectibix and TEZSPIRE.

We also market a number of other products, including but not limited to AMJEVITA/AMGEVITA, MVASI, Neulasta, RAVICTI, UPLIZNA, Parsabiv, LUMAKRAS/LUMYKRAS, Aimovig, TAVNEOS, PROCYSBI, EPOGEN and IMDELLTRA.

Our principal products are Prolia, Repatha, Otezla, ENBREL, EVENITY, XGEVA, TEPEZZA, BLINCYTO, Nplate, TEZSPIRE, KYPROLIS, Aranesp, KRYSTEXXA and Vectibix.

We also market a number of other products, including but not limited to MVASI, PAVBLU, UPLIZNA, IMDELLTRA/IMDYLLTRA, AMJEVITA/AMGEVITA, TAVNEOS, Neulasta, LUMAKRAS/LUMYKRAS, RAVICTI, Parsabiv, Aimovig, WEZLANA/WEZENLA and PROCYSBI.

For additional information about our products, see Part I, Item 1.

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Our strategy is the integrated set of actions we take to improve our competitive position in the industry.

In 2024, we advanced our innovative pipeline;

generated strong sales growth across our product portfolio and regions;

and expanded our world-class manufacturing network.

We accomplished these objectives while maintaining a strategic and disciplined approach to capital allocation.

We received regulatory approvals for BLINCYTO in CD19-positive Philadelphia chromosome-negative B-ALL and IMDELLTRA in extensive-stage small cell lung cancer (ES-SCLC) and reported five Phase 3 data readouts, including for BLINCYTO, UPLIZNA, rocatinlimab and TEZSPIRE, as well as MariTide Phase 2 top-line results.

For more information on our pipeline and clinical development updates, see Part I, Item 1.

In 2025, we generated strong sales growth across our product portfolio and regions;

advanced our innovative pipeline;

and continued to expand and enhance our world-class manufacturing network.

We accomplished these objectives while maintaining a strategic and disciplined approach to capital allocation, including retiring $6.0 billion of debt.

In 2025, we achieved several significant regulatory, clinical and operational milestones.

We obtained multiple regulatory approvals, including new indications for UPLIZNA and TEZSPIRE;

a broadened FDA approval for Repatha;

and full FDA approval for IMDELLTRA for the treatment of ES-SCLC.

We also advanced our innovative pipeline, including the initiation of six global Phase 3 clinical studies for MariTide and the reporting of Phase 3 data across several programs.

In addition, we continued to invest in expanding and enhancing our manufacturing capacity, including facilities in Ohio, North Carolina and the U.S.

territory of Puerto Rico.

Furthermore, in 2025 we also broke ground on a new state-of-the-art R&D facility in Thousand Oaks, California, to further enhance collaboration and innovation across R&D and process development activities.

For additional information on our pipeline and clinical development updates, see Part I, Item 1.

Business—Research and Development and Selected Product Candidates, and Part I, Item 1.

Business—Significant Developments.

Total product sales increased in 2024, primarily driven by volume growth of 23%, partially offset by declines in net selling price of 2%.

Product sales from acquired Horizon products contributed $4.2 billion in 2024 compared to $954 million in 2023, with volume growth from our other brands of 11%.

Cash flows from operating activities in 2024 totaled $11.5 billion, which supported investment in our business, including capital expenditures of $1.1 billion to enhance and expand our manufacturing network, and allowed us to both reduce our debt outstanding and return capital to shareholders through the payment of cash dividends.

For 2024, we increased our quarterly cash dividend by 6% to $2.25 per share of common stock.

In December 2024, the Board of Directors declared a cash dividend of

$2.38 per share of common stock for the first quarter of 2025, an increase of 6% over the same period in the prior year, to be paid in March 2025.

Amgen’s approach to and investment in human capital resource management is directed at attracting, motivating, developing and retaining talent to tackle the challenges of running an enterprise focused on the discovery, development and commercialization of innovative medicines.

Our compensation, benefits and development programs are designed to encourage performance, promote accountability and adherence to Company values, and align with the interests of the Company’s shareholders.

In our effort to attract and retain the best talent, we seek out and support talent across the globe.

Further, we believe that an inclusive culture helps attract and retain a strong and engaged workforce informed by the varied backgrounds and experiences represented, which fosters innovation, collaboration and productivity as we execute on our mission to serve patients.

For further information on these and other efforts, see Part I, Item 1.

For additional information on our manufacturing operations, see Part I, Item 1.

Business—Manufacturing, Distribution and Raw Materials.

Total product sales increased 10% in 2025, driven by volume growth of 13%, partially offset by declines in net selling price of 3%.

Cash flows from operating activities in 2025 totaled $10.0 billion, which supported investment in our business, including capital expenditures of $1.9 billion to enhance and expand our manufacturing network, and allowed us to both reduce our debt and return capital to shareholders through the payment of cash dividends.

For 2025, we retired $6.0 billion of debt and increased our quarterly cash dividend by 6% to $2.38 per share of common stock.

In December 2025, the Board of Directors declared a cash dividend of $2.52 per share of common stock for the first quarter of 2026, an increase of 6% over the same period in the prior year, to be paid in March 2026.

Amgen’s approach to human capital management focuses on attracting, developing and retaining a highly skilled global workforce to support the discovery, development and commercialization of innovative medicines.

Our compensation, benefits and development programs are designed to promote performance, accountability, adherence to Company values and alignment with shareholder interests.

We believe our culture supports innovation, collaboration and productivity as we execute on our mission to serve patients.

For additional information, see Part I, Item 1.

Business—Human Capital Resources.

We have a long-standing ambition to be environmentally responsible, and we regularly set targets to challenge ourselves to deliver further improvements.

To continue on our path to greater environmental sustainability, in January 2021 we announced a new set of long-term environmental targets to achieve by 2027, including achieving carbon neutrality, reducing water consumption by 40% and reducing waste disposed by 75%.

As part of our environmental sustainability efforts, we have established long-term targets to meet by 2027, including achieving carbon neutrality, reducing water consumption by 40% and reducing waste disposed by 75%.

Our long-term success depends, to a great extent, on our ability to continue to discover, develop and commercialize innovative products and acquire or collaborate on therapies currently in development by other companies.

We must grow sales from existing and new products to achieve revenue growth and to offset revenue losses caused by products’ loss of their exclusivity or launches of competing products.

For example, our patents for RANKL antibodies, including sequences, for Prolia and XGEVA expire in February 2025 in the United States and in November 2025 in select countries in Europe.

For example, our patents for RANKL antibodies, including sequences, for Prolia and XGEVA expired in February 2025 in the United States and in November 2025 in select countries in Europe.

Certain of our products face increasing pressure from competition, including biosimilars and generics.

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We also face increasing regulatory scrutiny of safety and efficacy both before and after products launch.

Tariffs and trade protection measures

Recent and ongoing changes in U.S.

trade and tariff policies, including the imposition, modification, suspension and threatened expansion of tariffs on imported goods, as well as retaliatory measures by foreign governments, have increased uncertainty in the overall business and operating environment.

Numerous tariffs and trade protection measures have been proposed, and in a number of cases, implemented by the United States and other countries, including the April 2025 Tariff EO, which imposed a universal 10% tariff on goods imported into the United States, with certain exceptions including pharmaceuticals.

Further, there were previous proposals for sector-specific tariffs on our industry, and in December 2025, in recognition of our capital investments in U.S.

manufacturing, we received relief from Section 232 tariffs, pending final determination under such section of the Trade Expansion Act of 1962, for approximately the next three years.

Tariffs and trade protection measures may adversely affect our business and results of operations.

For additional discussion of these and other risks, see Part I, Item 1A.

Risk Factors, of this Annual Report on Form 10-K.

Macroeconomic and other challenges

Uncertain macroeconomic conditions, including the risk of inflation, tariffs or trade protection measures, higher interest rates and instability in the financial system, as well as rising healthcare costs, continue to pose challenges to our business.

Further, ongoing geopolitical conflicts continue to create additional uncertainty in global macroeconomic conditions.

Uncertain macroeconomic conditions, including the risk of inflation, fluctuating interest rates and instability in the financial system, as well as rising healthcare costs, continue to pose challenges to our business.

Uncertainty around tariffs and trade protection measures in the United States and other countries, including the imposition, modification, suspension and threatened expansion of tariffs on imported goods, along with ongoing geopolitical conflicts and rising geopolitical tensions, continue to create additional uncertainty in global macroeconomic conditions.

Additionally, with public and private healthcare-provider focus, the industry continues to be subject to cost containment measures and significant pricing pressures, resulting in net price declines.

Moreover, provisions of the IRA, as well as the 340B Program, have affected, and are likely to continue to affect, our business.

For example, ENBREL and Otezla have been selected by CMS for Medicare price setting beginning in 2026 and 2027, respectively.

Moreover, provisions of the IRA, as well as the expanded utilization of the 340B Program, have negatively affected, and are likely to continue to negatively affect, our business.

For example, CMS has selected ENBREL and Otezla for Medicare price setting beginning in 2026 and 2027, respectively.

In addition to the IRA, other recent and proposed U.S.

policy actions focus on drug pricing, including the Most-Favored-Nations Prescription Drug Pricing Executive Order (MFN EO) and the July MFN Letter that was delivered to a number of pharmaceutical companies, including Amgen.

In December 2025, we announced

2 Represents reductions against established baselines, taking into account only verified reduction projects and does not take into account changes associated with contraction or expansion of the Company.

3 Carbon neutrality goal refers to Scopes 1 and 2.

that we are taking actions that satisfy the components outlined in the July MFN Letter, including the Administration’s MFN pricing requests.

We also announced the expansion of our direct-to-patient program.

While this development reflects ongoing engagement on pricing policy, the ultimate effects on our pricing, reimbursement, net sales and profitability remain uncertain in light of such evolving regulatory and policy expectations.

For additional discussion of these and other risks, see Part I, Item 1A.

Risk Factors, of this Annual Report on Form 10-K.

Finally, wholesale and end-user buying patterns can affect our product sales.

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Business—Marketing, Distribution and Selected Marketed Products, and Part I, Item 1A.

Risk Factors for further discussion of certain factors that could impact our future product sales.

3 Carbon neutrality goal refers to Scopes 1 and 2.

Risk Factors, of this Annual Report on Form 10-K for further discussion of certain factors that could impact our future product sales.

Selected financial information

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In addition, any reference to increases or decreases in inventory refers to changes in inventory held by wholesaler customers and end users (such as pharmacies).

Total product sales increased 19% in 2024, primarily driven by volume growth of 23%, partially offset by declines in net selling price of 2%.

volume grew 26% and ROW volume grew 17%.

Product sales from acquired Horizon products contributed $4.2 billion in 2024 compared to $954 million in 2023, with volume growth of 11% from our other brands, including Repatha, TEZSPIRE, EVENITY, BLINCYTO and Prolia.

Total product sales increased 10% in 2025, driven by volume growth of 13%, partially offset by declines in net selling price of 3%.

volume grew 13% and ROW volume grew 14%, driven by volume growth in certain brands, including Repatha, PAVBLU, EVENITY, IMDELLTRA/IMDYLLTRA and TEZSPIRE.

For 2026, we expect volume growth from certain brands to be partially offset by net selling price declines.

Further, the first quarter of a year historically represents the lowest product sales quarter for the year, in part due to plan changes, insurance reverifications and higher co-pay expenses as U.S.

patients work through deductibles, particularly for products acquired through pharmacy benefit programs.

Uncertain macroeconomic conditions, changes in the healthcare ecosystem and geopolitical conflicts have the potential to introduce variability into product sales.

Furthermore, product sales continue to be impacted by actions from governments and other entities to curb high inflation, provisions of the IRA, inappropriate expanded utilization of the 340B Program and growth in numbers of Medicaid enrollees and uninsured individuals.

See Risk Factors in Part I, Item 1A.

of this Form 10-K.

Other revenues increased for 2024, primarily driven by higher corporate partner revenue from licensed products and royalty income.

Operating expenses increased for 2024, driven by higher amortization expense from Horizon acquisition-related assets, higher R&D and SG&A expenses, including expenses from the acquired Horizon business, and higher profit share and royalty expense.

patients work through deductibles, including for ENBREL and Otezla, and to a lesser extent for KRYSTEXXA, TEZSPIRE and Repatha, particularly for products acquired through pharmacy benefit programs.

Other revenues increased 15% for 2025, primarily driven by higher royalty income.

Operating expenses increased 6% for 2025, primarily driven by investments in Later-Stage Clinical Programs and Otezla intangible asset impairment charges in 2025, partially offset by lower amortization expense from acquisition-related assets, including the fair value step-up of inventory acquired from Horizon.

See Part IV—Note 13, Goodwill and other intangible assets, to the Consolidated Financial Statements, for additional information related to the Otezla intangible asset impairment charges.

Uncertain macroeconomic conditions, including uncertainty around tariffs and trade protection measures, ongoing geopolitical conflicts and rising geopolitical tensions, changes in the healthcare ecosystem, and potential government policy actions, including MFN pricing or similar drug pricing reforms, have the potential to introduce variability into product sales.

Furthermore, product sales continue to be impacted by actions from governments and other entities to address macroeconomic challenges, provisions of the IRA, expanded utilization of the 340B Program and growth in numbers of Medicaid enrollees and uninsured individuals.

See Part I, Item 1.

Business — Reimbursement, and Part I, Item 1A.

Risk Factors, of this Annual Report on Form 10-K.

Results of operations

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Prolia $ 4,414 1 % $ 4,374 8 % $ 4,048

ENBREL 3,316 (10) % 3,697 (10) % 4,117

XGEVA 2,225 5 % 2,112 5 % 2,014

Repatha 3,016 36 % 2,222 36 % 1,635

Otezla 2,265 7 % 2,126 (3) % 2,188

1,851 * 448 N/A —

ENBREL 2,226 (33) % 3,316 (10) % 3,697

EVENITY 2,100 34 % 1,563 35 % 1,160

KYPROLIS 1,503 7 % 1,403 13 % 1,247

XGEVA 2,084 (6) % 2,225 5 % 2,112

1,903 3 % 1,851 * 448

BLINCYTO 1,559 28 % 1,216 41 % 861

Nplate 1,524 5 % 1,456 (1) % 1,477

1,478 52 % 972 71 % 567

KYPROLIS 1,412 (6) % 1,503 7 % 1,403

Aranesp 1,389 4 % 1,342 (1) % 1,362

BLINCYTO 1,216 41 % 861 48 % 583

KRYSTEXXA (1)

1,185 * 272 N/A —

1,340 13 % 1,185 * 272

Vectibix 1,175 12 % 1,045 6 % 984

TEZSPIRE 972 71 % 567 * 170

Other products (3)

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* Change in excess of 100%

N/A = not applicable

(1) TEPEZZA and KRYSTEXXA were acquired from our Horizon acquisition on October 6, 2023, and include product sales in the periods after the acquisition date.

(2) TEZSPIRE is marketed by our collaborator AstraZeneca outside the United States.

(3) Consists of product sales of our non-principal products.

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Total Prolia $ 4,414 1 % $ 4,374 8 % $ 4,048

The increase in global Prolia sales for 2025 was primarily driven by volume growth of 2% and favorable changes to estimated sales deductions of 2%, partially offset by lower net selling price.

The increase in global Prolia sales for 2024 was driven by volume growth.

The increase in global Prolia sales for 2023 was primarily driven by volume growth and higher net selling price.

As disclosed in Part I, Item 1.

Business—Marketing, Distribution and Selected Marketed Products—Patents, our patents for RANKL antibodies, including sequences, for Prolia expire in February 2025 in the United States and in November 2025 in select countries in Europe.

For 2025, we expect sales erosion driven by biosimilar competition.

Business—Marketing, Distribution and Selected Marketed Products, our patents for RANKL antibodies, including sequences, for Prolia expired in February 2025 in the United States and in November 2025 in select countries in Europe.

For 2026, we expect accelerated sales erosion driven by increased competition, as multiple biosimilars have launched in the United States and ROW.

For a discussion of ongoing litigation related to Prolia, see Part IV—Note 20, Contingencies and commitments, to the Consolidated Financial Statements.

Total ENBREL sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2024 Change Year ended December 31, 2023 Change Year ended December 31, 2022

ENBREL — U.S.

$ 3,288 (10) % $ 3,650 (10) % $ 4,044

ENBREL — Canada 28 (40) % 47 (36) % 73

Total ENBREL $ 3,316 (10) % $ 3,697 (10) % $ 4,117

The decrease in ENBREL sales for 2024 was driven by lower net selling price.

For 2025, we expect ENBREL to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters due to the impact of benefit plan changes, insurance reverification and increased co-pay expenses as U.S.

patients work through deductibles.

In addition, going forward, we expect relatively flat volumes with continued declines in net selling price, including the impact from the IRA Medicare Part D price set by CMS beginning in 2026.

The decrease in ENBREL sales for 2023 was driven by lower net selling price, lower inventory and unfavorable changes to estimated sales deductions.

Total XGEVA sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2024 Change Year ended December 31, 2023 Change Year ended December 31, 2022

$ 1,507 (1) % $ 1,527 3 % $ 1,480

XGEVA — ROW 718 23 % 585 10 % 534

Total XGEVA $ 2,225 5 % $ 2,112 5 % $ 2,014

The increases in global XGEVA sales for 2024 and 2023 were driven by higher net selling price.

As disclosed in Part I, Item 1.

Business—Marketing, Distribution and Selected Marketed Products—Patents, our patents for RANKL antibodies, including sequences, for XGEVA expire in February 2025 in the United States and in November 2025 in select countries in Europe.

For 2025, we expect sales erosion driven by biosimilar competition.

For a discussion of ongoing litigation related to XGEVA, see Part IV—Note 20, Contingencies and commitments, to the Consolidated Financial Statements.

Total Repatha sales by geographic region were as follows (dollar amounts in millions):

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Total Repatha $ 3,016 36 % $ 2,222 36 % $ 1,635

The increase in global Repatha sales for 2025 was driven by volume growth.

For 2026, we expect product sales for Repatha to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters, as discussed above.

Additionally, for 2026, we expect net selling price to decline by approximately mid-single digits.

The increase in global Repatha sales for 2024 was primarily driven by volume growth of 43%, partially offset by lower net selling price of 10%.

The increase in global Repatha sales for 2023 was driven by volume growth, partially offset by lower net selling price.

For 2025, we expect lower declines in net selling price.

For a discussion of ongoing litigation related to Repatha, see Part IV—Note 20, Contingencies and commitments, to the Consolidated Financial Statements.

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Total Otezla $ 2,265 7 % $ 2,126 (3) % $ 2,188

The increase in global Otezla sales for 2025 was primarily driven by volume growth of 3% and favorable changes to estimated sales deductions of 2%.

For 2026, we expect product sales for Otezla to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters, as discussed above.

In January 2025, Otezla was selected by CMS for Medicare price setting that will be applicable beginning in 2027.

As a result, we expect further declines in net selling price driven by Medicare price setting beginning in 2027.

See Part IV—Note 13, Goodwill and other intangible assets, to the Consolidated Financial Statements for additional information related to the Otezla intangible asset impairment charges.

The decrease in global Otezla sales for 2024 was primarily driven by lower net selling price of 8%, partially offset by volume growth of 3%.

For 2025, we expect Otezla to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters due to the impact of benefit plan changes, insurance reverification and increased co-pay expenses as U.S.

patients work through deductibles.

In January 2025, Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027.

The decrease in global Otezla sales for 2023 was driven by lower net selling price and inventory, partially offset by volume growth.

Total TEPEZZA sales by geographic region were as follows (dollar amounts in millions):

Total ENBREL sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

TEPEZZA — U.S.

$ 1,835 * $ 441 N/A $ —

TEPEZZA — ROW 16 * 7 N/A —

Total TEPEZZA $ 1,851 * $ 448 N/A $ —

* Change in excess of 100%

N/A = not applicable

TEPEZZA was acquired on October 6, 2023 from our Horizon acquisition and generated $1.9 billion and $448 million in product sales for 2024 and 2023, respectively.

As TEPEZZA was acquired on October 6, 2023, there were no recorded product sales in the periods prior to the acquisition date.

ENBREL — U.S.

$ 2,199 (33) % $ 3,288 (10) % $ 3,650

ENBREL — Canada 27 (4) % 28 (40) % 47

Total ENBREL $ 2,226 (33) % $ 3,316 (10) % $ 3,697

The decrease in ENBREL sales for 2025 was primarily driven by lower net selling price of 36% resulting from the impact of increased 340B Program mix, U.S.

Medicare Part D redesign and higher commercial discounts, partially offset by volume growth of 4%.

For 2026, we expect product sales for ENBREL to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters, as discussed above.

The decrease in ENBREL sales for 2024 was driven by lower net selling price.

Total EVENITY sales by geographic region were as follows (dollar amounts in millions):

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The increases in global EVENITY sales for 2025 and 2024 were driven by volume growth.

Total KYPROLIS sales by geographic region were as follows (dollar amounts in millions):

Total XGEVA sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

KYPROLIS — U.S.

$ 1,355 (10) % $ 1,507 (1) % $ 1,527

KYPROLIS — ROW 555 15 % 482 21 % 397

Total KYPROLIS $ 1,503 7 % $ 1,403 13 % $ 1,247

The increase in global KYPROLIS sales for 2024 was driven by volume growth outside the United States.

The increase in global KYPROLIS sales for 2023 was driven by volume growth.

XGEVA — ROW 729 2 % 718 23 % 585

Total XGEVA $ 2,084 (6) % $ 2,225 5 % $ 2,112

The decrease in global XGEVA sales for 2025 was driven by lower volume.

The increase in global XGEVA sales for 2024 was driven by higher net selling price.

As disclosed in Part I, Item 1.

Business—Marketing, Distribution and Selected Marketed Products, our patents for RANKL antibodies, including sequences, for XGEVA expired in February 2025 in the United States and in November 2025 in select countries in Europe.

For 2026, we expect accelerated sales erosion driven by increased competition, as multiple biosimilars have launched in the United States and ROW.

For a discussion of ongoing litigation related to XGEVA, see Part IV—Note 20, Contingencies and commitments, to the Consolidated Financial Statements.

Total TEPEZZA sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

TEPEZZA — U.S.

$ 1,758 (4) % $ 1,835 * $ 441

TEPEZZA — ROW 145 * 16 * 7

Total TEPEZZA $ 1,903 3 % $ 1,851 * $ 448

* Change in excess of 100%

The increase in global TEPEZZA sales for 2025 was primarily driven by higher net selling price.

TEPEZZA was acquired on October 6, 2023 from our Horizon acquisition and generated $1.9 billion and $448 million in product sales for 2024 and 2023, respectively.

As TEPEZZA was acquired on October 6, 2023, there were no recorded product sales in the period prior to the acquisition date.

Total BLINCYTO sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

BLINCYTO — U.S.

$ 1,049 31 % $ 800 41 % $ 566

BLINCYTO — ROW 510 23 % 416 41 % 295

Total BLINCYTO $ 1,559 28 % $ 1,216 41 % $ 861

The increases in global BLINCYTO sales for 2025 and 2024 were driven by volume growth.

Total Nplate sales by geographic region were as follows (dollar amounts in millions):

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Total Nplate $ 1,524 5 % $ 1,456 (1) % $ 1,477

Global Nplate sales for 2025 increased 5% and included U.S.

government orders of $90 million and $128 million for 2025 and 2024, respectively.

Excluding the U.S.

government orders from this comparison, global Nplate sales increased 8% for 2025, driven by volume growth.

Global Nplate sales for 2024 decreased 1% and included U.S.

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government orders from this comparison, global Nplate sales increased 12% for 2024, driven by volume growth of 8% and higher net selling price of 6%.

The increase in global Nplate sales for 2023 was primarily driven by volume growth, including U.S.

government orders totaling $286 million.

Total TEZSPIRE sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

TEZSPIRE — U.S.

$ 1,478 52 % $ 972 71 % $ 567

The increases in TEZSPIRE sales for 2025 and 2024 were driven by volume growth.

For 2026, we expect product sales for TEZSPIRE to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters, as discussed above.

Total KYPROLIS sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

KYPROLIS — U.S.

$ 913 (4) % $ 948 3 % $ 921

KYPROLIS — ROW 499 (10) % 555 15 % 482

Total KYPROLIS $ 1,412 (6) % $ 1,503 7 % $ 1,403

The decrease in global KYPROLIS sales for 2025 was primarily driven by lower volume due to increased competition.

The increase in global KYPROLIS sales for 2024 was driven by volume growth outside the United States.

Total Aranesp sales by geographic region were as follows (dollar amounts in millions):

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Total Aranesp $ 1,389 4 % $ 1,342 (1) % $ 1,362

The increase in global Aranesp sales for 2025 was driven by volume growth.

Global Aranesp sales for 2024 remained relatively unchanged as unfavorable changes to both estimated sales deductions and foreign currency exchange rates were offset by volume growth outside the United States.

The decrease in global Aranesp sales for 2023 was driven by unfavorable changes to foreign currency exchange rates and lower net selling price.

Aranesp sales for 2023 decreased due to lower unit demand as a result of independent and medium-sized dialysis organizations transitioning from Aranesp to EPOGEN.

Total BLINCYTO sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2024 Change Year ended December 31, 2023 Change Year ended December 31, 2022

BLINCYTO — U.S.

$ 800 41 % $ 566 68 % $ 336

BLINCYTO — ROW 416 41 % 295 19 % 247

Total BLINCYTO $ 1,216 41 % $ 861 48 % $ 583

The increases in global BLINCYTO sales for 2024 and 2023 were primarily driven by volume growth.

Total KRYSTEXXA sales by geographic region were as follows (dollar amounts in millions):

1 unchanged sentence

KRYSTEXXA — U.S.

$ 1,185 * $ 272 N/A $ —

KRYSTEXXA — ROW

— N/A — N/A —

Total KRYSTEXXA

$ 1,185 * $ 272 N/A $ —

$ 1,340 13 % $ 1,185 * $ 272

* Change in excess of 100%

N/A = not applicable

The increase in KRYSTEXXA sales for 2025 was driven by volume growth and higher net selling price.

For 2026, we expect product sales for KRYSTEXXA to follow the historical pattern of lower sales in the first quarter relative to subsequent quarters, as discussed above.

KRYSTEXXA was acquired on October 6, 2023 from our Horizon acquisition and generated $1.2 billion and $272 million in product sales for 2024 and 2023, respectively.

As KRYSTEXXA was acquired on October 6, 2023, there were no recorded product sales in the periods prior to the acquisition date.

As KRYSTEXXA was acquired on October 6, 2023, there were no recorded product sales in the period prior to the acquisition date.

Total Vectibix sales by geographic region were as follows (dollar amounts in millions):

4 unchanged sentences

Total Vectibix $ 1,175 12 % $ 1,045 6 % $ 984

The increase in global Vectibix sales for 2025 was primarily driven by volume growth.

The increase in global Vectibix sales for 2024 was driven by higher net selling price of 8% and volume growth of 4%, partially offset by unfavorable changes to foreign currency exchange rates.

The increase in global Vectibix sales for 2023 was driven by volume growth.

Total TEZSPIRE sales by geographic region were as follows (dollar amounts in millions):

Year ended December 31, 2024 Change Year ended December 31, 2023 Change Year ended December 31, 2022

TEZSPIRE — U.S.

$ 972 71 % $ 567 * $ 170

* Change in excess of 100%

The increases in TEZSPIRE sales for 2024 and 2023 were primarily driven by volume growth.

Other products

1 unchanged sentence

Year ended December 31, 2025 Change Year ended December 31, 2024 Change Year ended December 31, 2023

AMJEVITA — U.S.

$ 573 28 % $ 449 (12) % $ 511

MVASI — ROW 198 (29) % 278 (4) % 289

PAVBLU — U.S.

691 * 31 N/A —

PAVBLU — ROW 9 N/A — N/A —

UPLIZNA — U.S.

528 68 % 314 * 60

UPLIZNA — ROW (1)

127 95 % 65 * 5

IMDELLTRA — U.S.

513 * 115 N/A —

IMDYLLTRA — ROW 114 N/A — N/A —

AMJEVITA — U.S.

48 (76) % 202 60 % 126

AMGEVITA — ROW

549 (2) % 559 12 % 500

TAVNEOS — U.S.

423 65 % 256 * 126

MVASI — ROW 278 (4) % 289 (3) % 299

TAVNEOS — ROW

36 33 % 27 * 8

Neulasta — U.S.

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Neulasta — ROW 76 (33) % 113 (18) % 138

LUMAKRAS — U.S.

211 (1) % 214 9 % 197

LUMYKRAS — ROW

152 12 % 136 64 % 83

RAVICTI — U.S.

396 * 86 N/A —

337 (15) % 396 * 86

RAVICTI — ROW (1)

UPLIZNA — U.S.

314 * 60 N/A —

UPLIZNA — ROW (1)

21 31 % 16 * 1

Parsabiv — U.S.

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Parsabiv— ROW 161 5 % 153 14 % 134

LUMAKRAS — U.S.

214 9 % 197 (11) % 222

LUMYKRAS — ROW

136 64 % 83 32 % 63

Aimovig — U.S.

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Aimovig — ROW 23 10 % 21 5 % 20

TAVNEOS — U.S.

256 * 126 * 16

TAVNEOS — ROW

27 * 8 60 % 5

WEZLANA — U.S.

123 N/A — N/A —

WEZENLA — ROW 150 * 27 N/A —

PROCYSBI — U.S.

221 * 49 N/A —

233 5 % 221 * 49

PROCYSBI — ROW (1)

EPOGEN — U.S.

7 (13) % 8 * 1

IMDELLTRA — U.S.

115 N/A — N/A —

895 (11) % 1,010 11 % 911

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Total other product sales $ 7,263 29 % $ 5,630 20 % $ 4,696

N/A = not applicable

* Change in excess of 100%

(1) RAVICTI, UPLIZNA and PROCYSBI were acquired from our Horizon acquisition on October 6, 2023, and include product sales in the periods after the acquisition date.

(2) Consists of product sales from (i) KANJINTI, RIABNI, AVSOLA, NEUPOGEN, Corlanor, IMLYGIC, BEKEMV, PAVBLU, WEZLANA/WEZENLA and Sensipar/Mimpara;

and (ii) ACTIMMUNE, RAYOS, BUPHENYL, QUINSAIR, PENNSAID and DUEXIS in the periods after our Horizon acquisition on October 6, 2023.

N/A = not applicable

(1) UPLIZNA, RAVICTI and PROCYSBI were acquired from our Horizon acquisition on October 6, 2023, and include product sales in the periods after the acquisition date.

(2) Consists of product sales from (i) AVSOLA, KANJINTI, EPOGEN, RIABNI, BKEMV/BEKEMV, IMLYGIC, NEUPOGEN, Corlanor and Sensipar/Mimpara;

and (ii) ACTIMMUNE, BUPHENYL, RAYOS, QUINSAIR, DUEXIS, VIMOVO and PENNSAID in the periods after our Horizon acquisition on October 6, 2023.

Operating expenses

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Total operating expenses $ 27,671 6 % $ 26,166 29 % $ 20,293

* Change in excess of 100%

Cost of sales

Cost of sales decreased to 32.8% of total revenues for 2025, driven by lower amortization expense from acquisition-related assets, including the fair value step-up of inventory acquired from Horizon, and lower manufacturing costs, partially offset by higher profit share expense and changes in our sales mix.

See Part IV—Note 4, Acquisition, to the Consolidated Financial Statements.

Cost of sales increased to 38.5% of total revenues for 2024, driven by higher amortization expense from Horizon acquisition-related assets and, to a lesser extent, higher profit share and royalty expense, partially offset by the prior year impact of the 2022 Puerto Rico tax law change that replaced an excise tax with an income tax beginning in 2023.

For 2024, the unfavorable impact from product sales mix of certain Amgen products was offset by the favorable impact on product sales mix of the addition of acquired Horizon products.

See Part IV—Note 4, Acquisitions and divestitures, and Note 7, Income taxes, to the Consolidated Financial Statements.

Cost of sales increased to 30.0% of total revenues for 2023, driven by higher amortization expense from acquisition-related assets primarily associated with the Horizon acquisition, higher profit share and royalty expense and changes in our product sales mix, partially offset by the impact of the 2022 Puerto Rico tax law change.

Research and development

The Company groups all of its R&D activities and related expenditures into three categories:

(i) research and early pipeline, (ii) later-stage clinical programs and (iii) marketed products.

(i) Research and Early Pipeline, (ii) Later-Stage Clinical Programs and (iii) Marketed Product Support.

These categories are described below:

Category Description

Research and early pipeline R&D expenses incurred in activities substantially in support of early research through the completion of phase 1 clinical trials, including drug discovery, toxicology, pharmacokinetics and drug metabolism and process development

Later-stage clinical programs R&D expenses incurred in or related to phase 2 and phase 3 clinical programs intended to result in registration of a new product or a new indication for an existing product primarily in the United States or the EU

Marketed products R&D expenses incurred in support of the Company’s marketed products that are authorized to be sold primarily in the United States or the EU.

Research and Early Pipeline

R&D expenses incurred in activities substantially in support of early research through the completion of Phase 1 clinical trials, including drug discovery, toxicology, pharmacokinetics and drug metabolism and process development

Later-Stage Clinical Programs

R&D expenses incurred in or related to Phase 2 and Phase 3 clinical programs intended to result in registration of a new product or a new indication for an existing product primarily in the United States or the EU

Marketed Product Support

R&D expenses incurred in support of the Company’s marketed products that are authorized to be sold primarily in the United States or the EU.

Includes clinical trials designed to gather information on product safety (certain of which may be required by regulatory authorities) and their product characteristics after regulatory approval has been obtained, as well as the costs of obtaining regulatory approval of a product in a new market after approval in either the United States or the EU has been obtained

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Research and Early Pipeline

$ 1,732 $ 1,534 $ 1,584

Later-Stage Clinical Programs

Marketed products 1,600 1,302 1,196

4,281 2,830 1,898

Marketed Product Support

1,259 1,600 1,302

Total R&D expense $ 7,272 $ 5,964 $ 4,784

The increase in R&D expense for 2024 was driven by higher spend in later-stage clinical programs and marketed product support, including Horizon-acquired programs.

The increase in R&D expense for 2025 was driven by investments in Later-Stage Clinical Programs, including those related to MariTide, and in Research and Early Pipeline, partially offset by lower spend in Marketed Product Support.

This increase includes the impact of business development activities in 2025.

The increase in R&D expense for 2024 was driven by investments in Later-Stage Clinical Programs and Marketed Product Support, including Horizon-acquired programs.

We expect to continue to grow our spend on Later-Stage Clinical Programs as we advance our pipeline.

The increase in R&D expense for 2023 was driven by higher spend in later-stage clinical programs and marketed product support, including Horizon-acquired programs.

Selling, general and administrative

The decrease in SG&A expense for 2025 was driven by lower Horizon acquisition-related expenses and lower amortization expense from acquisition-related assets, partially offset by higher general and administrative expenses.

The increase in SG&A expense for 2024 was primarily driven by expenses from the acquired Horizon business and other commercial expenses, partially offset by lower acquisition-related expenses related to the Horizon acquisition incurred in 2024.

The increase in SG&A expense for 2023 was primarily driven by acquisition-related expenses, in addition to commercial and general and administrative expenses related to the Horizon acquisition, partially offset by lower spend for other marketed products.

Other operating expenses for 2024 primarily consisted of impairment charges associated with IPR&D intangible assets related to our Teneobio acquisition in 2021 and expenses related to cost-savings initiatives incurred in 2024.

Other operating expenses for 2023 primarily consisted of a net IPR&D intangible asset impairment charge for AMG 340 and expenses related to our restructuring plan that were both initiated and substantially completed in 2023.

Other operating expenses for 2022 primarily consisted of a loss on the divestiture of Gensenta.

Other operating expenses for 2025 included Otezla intangible asset impairment charges of $1.2 billion.

See Part IV—Note 13, Goodwill and other intangible assets, to the Consolidated Financial Statements.

Other operating expenses for 2024 included impairment charges associated with IPR&D intangible assets related to our Teneobio acquisition in 2021 and expenses related to cost-savings initiatives incurred in 2024.

Other operating expenses for 2023 included a net IPR&D intangible asset impairment charge for AMG 340 and expenses related to our restructuring plan that were both initiated and substantially completed in 2023.

Nonoperating expenses/income and income taxes

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Interest expense, net $ (2,755) $ (3,155) $ (2,875)

Other income (expense), net $ 506 $ 2,833 $ (814)

Other income, net $ 2,651 $ 506 $ 2,833

Provision for income taxes $ 1,265 $ 519 $ 1,138

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Interest expense, net

The increases in Interest expense, net, in 2024 and 2023 over the respective prior years were primarily due to higher average debt outstanding and higher weighted-average fixed and floating interest rates on the debt.

The decrease in Interest expense, net, for 2025 was primarily due to lower average debt outstanding driven by deleveraging and, to a lesser extent, lower weighted-average fixed and floating interest rates on the debt.

See Part IV—Note 16, Financing arrangements, to the Consolidated Financial Statements.

Other income (expense), net

The change in Other income (expense), net, for 2024 was primarily due to current year net unrealized losses on our strategic equity investments compared with net unrealized gains in the prior year, as well as reduced interest income as a result of lower average cash balances.

The 2023 net unrealized gains on our strategic equity investments were principally composed of amounts recognized on our BeiGene investment in the first quarter of 2023 as a result of a change from the equity method of accounting to recording this investment at fair value with changes in fair value recognized in earnings.

The increase in Interest expense, net, for 2024 was primarily due to higher average debt outstanding and higher weighted-average fixed and floating interest rates on the debt.

Other income, net

The increase in Other income, net, for 2025 was primarily due to current year net unrealized gains on equity investments, primarily BeOne, compared to net unrealized losses on equity investments in the prior year.

See Part IV—Note 10, Investments, to the Consolidated Financial Statements.

The change in Other income (expense), net, for 2023 was primarily due to gains recognized in connection with recording our BeiGene investment at fair value and an increase in interest income due to higher average cash balances and higher interest rates as compared to the prior year.

The decrease in our effective tax rate for 2024 compared with 2023 was primarily due to a change in earnings mix, including the net unrealized impact of our strategic equity investments, partially offset by the deferred tax adjustments associated with U.S.

minimum tax on the earnings of our foreign subsidiaries.

As previously reported, the OECD reached an agreement to align countries on a minimum corporate tax rate and an expansion of the taxing rights of market countries.

As of January 1, 2025, select individual countries, including the United Kingdom, EU member countries and Singapore, have enacted the global minimum tax agreement.

Our legal entities in the countries that have enacted the agreement, along with their direct and indirect subsidiaries, are now subject to a 15% minimum tax rate on adjusted financial statement income.

Other countries, including the United States and the U.S.

territory of Puerto Rico, have not yet enacted the OECD agreement and implementation remains highly uncertain.

The continued enactment of the agreement, either by all OECD participants or unilaterally by individual countries, could result in tax increases or double taxation in the United States or foreign jurisdictions.

A 2022 Puerto Rico tax law change replaced the excise tax with an income tax, beginning in 2023.

As of January 1, 2023, we are no longer subject to a 4% excise tax in the U.S.

territory of Puerto Rico on the gross intercompany purchase price of goods and services from our manufacturer in Puerto Rico.

We qualify for and are subject to the alternative income tax rate on industrial development income of our Puerto Rico affiliate.

In the United States, this income tax qualifies for foreign tax credits under the U.S.

Treasury final foreign tax credit regulations.

See Part IV—Note 7, Income taxes, to the Consolidated Financial Statements for further discussion.

The decrease in Other income, net, for 2024 was primarily due to net unrealized losses on equity investments in 2024 compared to net unrealized gains on equity investments in 2023, as well as reduced interest income as a result of lower average cash balances.

The 2023 net unrealized gains on equity investments were principally composed of amounts recognized on our BeOne investment in the first quarter of 2023 as a result of a change from the equity method of accounting to recording this investment at fair value with changes in fair value recognized in earnings.

The increase in our effective tax rate for 2025 compared with 2024 was primarily due to a change in earnings mix, including the net unrealized gains on equity investments compared to net unrealized losses on equity investments in the prior year, partially offset by the prior-year deferred tax adjustments associated with U.S.

tax on the earnings of our foreign subsidiaries and the current year Otezla intangible asset impairment charges and related tax impacts.

See Part IV—Note 10, Investments, and Note 13, Goodwill and other intangible assets, to the Consolidated Financial Statements for additional information on our equity investments and Otezla impairment charges, respectively.

In 2021, the OECD reached an initial agreement to align countries on a minimum corporate tax rate and an expansion of the taxing rights of market countries.

Select individual countries, including the United Kingdom, EU member countries and Singapore, have enacted the global minimum tax agreement that took effect starting in 2024.

Singapore’s enactment of the agreement, effective 2025, applies irrespective of the Company’s incentive grant.

On January 5, 2026, the OECD issued additional administrative guidance related to the global minimum tax agreement that exempts U.S.

companies from extra territorial minimum taxes effective January 1, 2026.

The new guidance did not impact our 2025 results.

We are monitoring the potential 2026 impact of the guidance as jurisdictions may enact the new rules.

See Part I, Item 1A.

Risk Factors— We could be subject to additional tax liabilities, including from an adverse outcome in our ongoing tax dispute with the IRS and other tax examinations, enactment of the OECD minimum corporate tax rate agreement and the adoption and interpretation of new tax legislation, including OB3.

Such tax liabilities could adversely affect our profitability and results of operations.

On July 4, 2025, OB3 was enacted in the United States.

OB3 has various provisions, including the permanent extension of certain expiring provisions of the 2017 Tax Act, and modifications to the international tax framework.

The legislation has multiple effective dates, with certain provisions effective in 2026 and beyond.

In 2017, we received an RAR and a modified RAR from the IRS for the years 2010–2012, proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S.

territory of Puerto Rico.

We disagreed with the proposed adjustments and calculations and pursued resolution with the IRS appeals office but were unable to reach resolution.

In July 2021, we filed a petition in the U.S.

Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012 that we received in May and July 2021, which seek to increase our U.S.

We disagreed with the proposed adjustments and calculations, and in 2021, we filed a petition in the U.S.

Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012.

The Notices seek to increase our U.S.

taxable income for the years 2010–2012 by an amount that would result in additional federal tax of approximately $3.6 billion plus interest.

Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued on our foreign earnings.

Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued and paid on our foreign earnings.

In 2020, we received an RAR and a modified RAR from the IRS for the years 2013–2015, also proposing significant adjustments that primarily relate to the allocation of profits between certain of our entities in the United States and the U.S.

territory of Puerto Rico similar to those proposed for the years 2010–2012.

We disagreed with the proposed adjustments and calculations and pursued resolution with the IRS appeals office but were unable to reach resolution.

In July 2022, we filed a petition in the U.S.

Tax Court to contest a Notice for the years 2013–2015 that we previously reported receiving in April 2022 that seeks to increase our U.S.

taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $5.1 billion, plus interest.

In addition, the Notice asserts penalties of approximately $2.0 billion.

Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued on our foreign earnings.

We disagreed with the proposed adjustments and calculations, and in 2022, filed a petition in the U.S.

Tax Court to contest a Notice for the years 2013–2015.

The Notice seeks to increase our U.S.

taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $5.1 billion, plus interest, and asserts penalties of approximately $2.0 billion.

Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued and paid on our foreign earnings.

We firmly believe that the IRS positions set forth in the 2010–2012 and 2013–2015 Notices are without merit.

We are contesting the 2010–2012 and 2013–2015 Notices through the judicial process.

We continue to contest the 2010–2012 and 2013–2015 Notices through the judicial process.

The two cases were consolidated in the U.S.

Tax Court on December 19, 2022.

Tax Court in 2022.

The trial began on November 4, 2024 and concluded on January 17, 2025.

With the conclusion of the trial, the parties will file post-trial briefs and make closing arguments in 2025.

The parties filed opening post-trial briefs on June 13, 2025, and the Court held oral argument on July 16, 2025.

The parties filed post-trial reply briefs on October 10, 2025.

The Company expects a decision from the U.S.

Tax Court no earlier than 2026.

Tax Court no earlier than the second half of 2026.

We are currently under examination by the IRS for the years 2016–2018 with respect to issues similar to those for the 2010 through 2015 period.

We believe that the IRS may also seek to continue to audit similar issues related to the allocation of income between the United States and the U.S.

territory of Puerto Rico for years beyond 2018.

We expect that the IRS will begin its audit of 2019–2022 in the first half of 2026, and we believe

that it may seek to continue to audit similar issues related to the allocation of income between the United States and our foreign jurisdictions.

In addition, we are under examination by a number of state and foreign tax jurisdictions.

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See Part I, Item 1A.

Such tax liabilities could adversely affect our profitability and results of operations;

Part II, Item 7.

Management’s Discussion and Analysis or Financial Condition and Results of Operations—Critical Accounting Policies and Estimates, Income taxes;

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates— Income taxes ;

and Part IV—Note 7, Income taxes, to the Consolidated Financial Statements for further discussion.

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Cash and cash equivalents

Our balance of cash and cash equivalents was $12.0 billion on December 31, 2024.

Our balance of cash and cash equivalents was $9.1 billion as of December 31, 2025.

The primary objective of our investment portfolio is to maintain safety of principal, prudent levels of liquidity and acceptable levels of risk.

2 unchanged sentences

Consistent with the objective to optimize our capital structure, we deploy our accumulated cash balances in a strategic manner and consider a number of alternatives, including investments in innovation both internally and externally (including investments that expand our portfolio of products in areas of therapeutic interest), capital expenditures, repayment of debt, payment of dividends and stock repurchases.

We intend to continue investing in our business while reducing our debt and returning capital to stockholders through the payment of cash dividends and stock repurchases.

We intend to continue investing in our business while returning capital to stockholders through the payment of cash dividends and stock repurchases.

This reflects our desire to optimize our cost of capital and our confidence in the future cash flows of our business.

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In addition, the timing and amount of stock repurchases may also be affected by our overall level of cash, stock price and blackout periods, during which we are restricted from repurchasing stock.

The manner of stock repurchases may include block purchases, tender offers, ASRs and market transactions.

The Board of Directors declared quarterly cash dividends of $2.25, $2.13 and $1.94 per share of common stock paid in 2024, 2023 and 2022, respectively, reflecting year-over-year increases of 6% and 10% for 2024 and 2023, respectively.

In December 2024, the Board of Directors declared a cash dividend of $2.38 per share of common stock for the first quarter of 2025, an increase of 6% over the same period in the prior year, to be paid in March 2025.

We also returned capital to stockholders through our stock repurchase program.

The manner of stock repurchases may include block purchases, tender offers, accelerated share repurchases and market transactions.

The Board of Directors declared quarterly cash dividends of $2.38, $2.25 and $2.13 per share of common stock paid in 2025, 2024 and 2023, respectively, reflecting year-over-year increases of 6% for both 2025 and 2024.

We also return capital to stockholders through our stock repurchase program.

During 2025 and 2023, we did not repurchase shares under the stock repurchase program.

During 2024, we repurchased $200 million of common stock under the stock repurchase program.

During 2023, we did not repurchase any of our common stock under the stock repurchase program.

During 2022, we repurchased $6.3 billion of common stock, including $6.0 billion under ASR agreements and had cash settlements for stock repurchases of $6.4 billion.

As of December 31, 2024, $6.8 billion remained available under the stock repurchase program.

As of December 31, 2025, $6.8 billion of authorization remained available under the stock repurchase program.

As a result of stock repurchases and quarterly dividend payments, we had an accumulated deficit as of December 31, 2025 and 2024.

Our accumulated deficit is not anticipated to affect our future ability to operate, repurchase stock, pay dividends or repay our debt given our expected continued profitability and strong financial position.

We believe that existing funds, cash generated from operations and existing sources of and access to financing are adequate to satisfy our needs for working capital, capital expenditure and debt service requirements as well as our plans to reduce debt, pay dividends and repurchase stock, and other business initiatives we plan to strategically pursue, including acquisitions and licensing activities.

We believe that existing funds, cash generated from operations and existing sources of and access to financing are adequate to satisfy our needs for working capital, capital expenditure and debt service requirements, pay dividends and repurchase stock, and other business initiatives we plan to strategically pursue, including acquisitions and licensing activities.

We anticipate that our liquidity needs can be met through a variety of sources, including cash provided by operating activities, borrowings through commercial paper and/or syndicated credit facilities, and access to other domestic and foreign debt markets and equity markets.

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Unfavorable changes to these ratings may have an adverse impact on future financings.

In December 2022, in connection with the acquisition of Horizon, we entered into a bridge credit agreement and a term loan credit agreement, which provided for borrowings in the aggregate of $28.5 billion.

During 2023, we issued $24.0 billion of debt composed of eight series of notes, terminated the bridge credit agreement and borrowed $4.0 billion under the term loan credit agreement, of which $1.8 billion of borrowings was outstanding as of December 31, 2024.

During 2022, we issued debt with an aggregate principal amount of $7.0 billion.

During 2024, debt repayments totaled $3.6 billion, of which $2.2 billion was composed of repayments on our term loans.

During 2023, debt repayments totaled $1.5 billion, and we had no debt repayments in 2022.

In addition, we opportunistically repurchase our debt when market conditions are favorable.

During 2024, 2023 and 2022, we repurchased aggregate principal amounts of our debt of $875 million, $881 million and $378 million, respectively, for aggregate costs of $659 million, $647 million and $297 million, respectively, which resulted in the recognition of gains on extinguishment of debt of $215 million, $225 million and $78 million, respectively, recorded in Other income (expense), net in the Consolidated Statements of Income.

During 2023, in connection with our acquisition of Horizon, we issued $24.0 billion of debt composed of eight series of notes and borrowed $4.0 billion under a term loan credit agreement, of which $1.8 billion of borrowings was outstanding as of December 31, 2025.

During 2025, we retired $6.0 billion of debt, consisting of $5.0 billion of debt repayments and $1.0 billion of debt repurchases.

The debt repurchases were completed for an aggregate cost of $683 million and resulted in a $264 million gain on extinguishment of debt.

We periodically consider the repurchase of our debt when conditions are favorable.

Gains on extinguishment of debt are recorded in Other income, net in the Consolidated Statements of Income.

During 2024, we retired $4.5 billion of debt, consisting of $3.6 billion of debt repayments, of which $2.2 billion related to repayments on our term loans, and $875 million of debt repurchases.

The debt repurchases were completed for an aggregate cost of $659 million and resulted in a $215 million gain on extinguishment of debt.

During 2023, we retired $2.3 billion of debt, consisting of $1.5 billion of debt repayments and $881 million of debt repurchases.

The debt repurchases were completed for an aggregate cost of $647 million and resulted in a $225 million gain on extinguishment of debt.

To achieve a desired mix of fixed-rate and floating-rate debt, we entered into interest rate swap contracts that effectively converted a fixed-rate interest coupon for certain of our debt issuances to a floating, SOFR-based coupon over the terms of the respective notes.

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As of both December 31, 2025 and 2024, we had interest rate swap contracts with an aggregate notional amount of $6.7 billion.

To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term notes denominated in foreign currencies, we entered into cross-currency swap contracts, which effectively convert the interest payments and principal repayment of the respective notes from euros, pounds sterling and Swiss francs to U.S.

To hedge our exposure to foreign currency exchange rate risk associated with certain of our long-term notes denominated in foreign currencies, we entered into cross-currency swap contracts, which effectively converted the interest payments and principal repayment of the respective notes from euros and pounds sterling to U.S.

These cross-currency swap contracts qualify and are designated as cash flow hedges.

As of both December 31, 2025 and 2024, we had cross-currency swap contracts with an aggregate notional amount of $2.7 billion.

As of December 31, 2024, our commercial paper program allows us to issue up to $2.5 billion of unsecured commercial paper to fund our working capital needs.

During 2024, 2023 and 2022, we did not issue any commercial paper.

No commercial paper was outstanding as of December 31, 2024 and 2023.

In 2025, we increased the capacity of our commercial paper program from $2.5 billion to $4.0 billion, which allows us to issue up to $4.0 billion of unsecured commercial paper to fund working capital needs.

We did not issue any commercial paper during 2025, 2024 or 2023, and no commercial paper was outstanding as of December 31, 2025 and 2024.

In 2023, we amended and restated our syndicated, unsecured, revolving credit agreement, under which we may borrow up to $4.0 billion for general corporate purposes, including as a liquidity backstop for our commercial paper program.

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This term may be extended for up to two additional one-year periods with the agreement of the banks.

Annual commitment fees for this agreement are 0.09% of the unused portion of the facility based on our current credit rating.

Annual commitment fees for this agreement are 0.09% of the

unused portion of the facility based on our current credit rating.

Generally, we would be charged interest for any amounts borrowed under this facility, based on our current credit rating, at (i) SOFR plus 1.01% or (ii) the highest of (A) the administrative agent bank base commercial lending rate, (B) the overnight federal funds rate plus 0.50% or (C) one-month SOFR plus 1.1%.

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Under this shelf registration statement, all of the securities available for issuance may be offered from time to time, with terms to be determined at the time of issuance.

This shelf registration statement expires in February 2026.

This shelf registration statement expired in February 2026, and our Board has approved a new shelf registration statement to replace it.

Certain of our financing arrangements contain nonfinancial covenants.

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Cash provided by operating activities has been and is expected to continue to be our primary recurring source of funds.

Cash provided by operating activities increased in 2024 as compared to 2023 due to higher net income after adjustments for noncash items and timing of working capital items primarily driven by higher collections in the fourth quarter.

Cash provided by operating activities decreased in 2023 as compared to 2022 due to lower net income after adjustments for noncash items, primarily transaction and integration payments made in connection with the Horizon acquisition, as well as higher tax payments, partially offset by changes in working capital items.

Cash used in investing activities during 2024 was primarily due to $1.1 billion of capital expenditures, including construction costs for new plants in North Carolina and Ohio.

Cash provided by operating activities decreased in 2025 as compared to 2024 due to the timing of working capital items primarily driven by higher collections in the fourth quarter of 2024, partially offset by higher net income after adjustments for noncash items and lower interest payments.

Cash provided by operating activities increased in 2024 as compared to 2023 due to higher net income after adjustments for noncash items and the timing of working capital items primarily driven by higher collections in the fourth quarter of 2024.

Cash used in investing activities during 2025 and 2024 was primarily due to $1.9 billion and $1.1 billion, respectively, of capital expenditures, including construction costs for new plants and expansion of manufacturing capacity.

Cash used in investing activities during 2023 was primarily due to $27.0 billion of net cash used for the purchase of Horizon and $1.1 billion of capital expenditures, partially offset by net cash inflows related to marketable securities of $1.7 billion.

Cash used in investing activities during 2022 was primarily due to our $3.8 billion purchase of ChemoCentryx, net cash outflows related to marketable securities of $1.4 billion and $936 million of capital expenditures.

We currently estimate 2026 investments in capital projects to be approximately $2.6 billion.

A majority of the increase in expenditures relates to expansion of manufacturing capacity to enable supply of products and product candidates.

Cash used in financing activities during 2024 was primarily due to the payment of dividends of $4.8 billion, the repayment and extinguishment of debt of $3.6 billion and $659 million, respectively, and payments to repurchase our common stock of $200 million.

A majority of the increase in expenditures relates to construction costs for new plants and expansion of manufacturing capacity to enable supply of products and product candidates.

Cash used in financing activities during 2025 was primarily due to the repayment and extinguishment of debt of $5.0 billion and $683 million, respectively, and the payment of dividends of $5.1 billion.

Cash provided by financing activities during 2023 was primarily due to net proceeds from long-term debt issuances of $27.8 billion primarily in connection with the acquisition of Horizon, partially offset by the payment of dividends of $4.6 billion and the repayment and extinguishment of debt of $1.5 billion and $647 million, respectively.

Cash used in financing activities during 2022 was primarily due to payments to repurchase our common stock of $6.4 billion and the payment of dividends of $4.2 billion, partially offset by net proceeds from the issuance of debt of $6.9 billion.

See Part IV—Note 10, Investments;

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For information on scheduled debt maturities and payments under derivative contracts associated with our long-term debt obligations, see Part IV—Note 16, Financing arrangements, and Note 19, Derivative instruments, to the Consolidated Financial Statements.

We are obligated to make payments for operating leases, including rental commitments on abandoned leases and leases that have not yet commenced.

We are obligated to make payments for operating leases, including rental commitments on unoccupied leases and leases that have not yet commenced.

For information on these obligations, see Part IV—Note 14, Leases, to the Consolidated Financial Statements.

Under the 2017 Tax Act, we elected to pay in eight annual installments the repatriation tax related primarily to prior indefinitely invested earnings of our foreign operations, of which the final installment will be paid in 2025.

As of December 31, 2024, we have purchase obligations of $5.7 billion primarily related to (i) R&D commitments (including those related to clinical trials) for new and existing products, (ii) capital expenditures and (iii) open purchase orders for the acquisition of goods and services in the ordinary course of business.

As of December 31, 2025, we have purchase obligations of approximately $6.9 billion primarily related to (i) R&D commitments (including those related to clinical trials) for new and existing products, (ii) capital expenditures and (iii) open purchase orders for the acquisition of goods and services in the ordinary course of business.

Most of these obligations are expected to be paid within one year, and payment of certain of these amounts may be reduced based on certain future events.

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Except with respect to the fair value of the contingent consideration of approximately $161 million as of December 31, 2025, these obligations are not recorded on our Consolidated Balance Sheets.

As of December 31, 2024, the maximum amount that may be payable in the future for agreements we have entered into with third parties is $5.6 billion.

As of December 31, 2025, the maximum amount that may be payable in the future for agreements we have entered into with third parties is approximately $7.2 billion.

We have recorded liabilities for UTBs that, because of their nature, have a high degree of uncertainty regarding the timing of future cash payment and other events that extinguish these liabilities.

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Balance as of December 31, 2022 $ 4,879 $ 849 $ 258 $ 5,986

Additions (1)

263 24 39 326

Amounts charged against product sales 14,328 13,349 2,533 30,210

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Balance as of December 31, 2023 5,836 1,097 338 7,271

Additions (1)

263 24 39 326

Amounts charged against product sales 17,404 14,882 3,060 35,346

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For the years ended December 31, 2025, 2024 and 2023, total sales deductions were 54%, 52% and 53% of gross product sales, respectively.

The increase in the total sales deductions balance as of December 31, 2024, compared with December 31, 2023, was primarily driven by higher gross sales.

The increase in the total sales deductions balance as of December 31, 2025, compared with December 31, 2024, was primarily driven by an increase in gross sales and timing of payments.

Included in the amounts are immaterial net adjustments related to prior-year sales due to changes in estimates.

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Amgen is subject to current U.S.

minimum tax on foreign subsidiaries.

Based on our election beginning in 2022, we have established deferred taxes with respect to the U.S.

minimum tax on the earnings of our foreign subsidiaries.

This requires us to recognize deferred taxes for temporary basis differences expected to reverse as global intangible low-taxed income in future years.

These are ongoing adjustments that are likely to occur in the future.

tax on the earnings of our foreign subsidiaries.

We previously established deferred taxes related to this U.S.

tax, which requires us to recognize deferred taxes for temporary basis differences expected to reverse and be subject to this tax in future years.

These are ongoing adjustments that are likely to occur in future periods.

We are a vertically integrated enterprise with operations in the United States and various foreign jurisdictions.

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territory of Puerto Rico.

We disagreed with the proposed adjustments and calculations and pursued resolution with the IRS appeals office but were unable to reach resolution.

In July 2021, we filed a petition in the U.S.

Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012 that we received in May and July 2021, which seek to increase our U.S.

taxable income for the years 2010–2012 by an amount that would result in additional federal tax of

approximately $3.6 billion plus interest.

Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued on our foreign earnings.

We disagreed with the proposed adjustments and calculations, and in 2021, filed a petition in the U.S.

Tax Court to contest two duplicate Statutory Notices of Deficiency (Notices) for the years 2010–2012.

The Notices seek to increase our U.S.

taxable income for the years 2010–2012 by an amount that would result in additional federal tax of approximately $3.6 billion plus interest.

Any additional tax that could be imposed for the years 2010–2012 would be reduced by up to approximately $900 million of repatriation tax previously accrued and paid on our foreign earnings.

territory of Puerto Rico similar to those proposed for the years 2010–2012.

We disagreed with the proposed adjustments and calculations and pursued resolution with the IRS appeals office but were unable to reach resolution.

In July 2022, we filed a petition in the U.S.

Tax Court to contest a Notice for the years 2013–2015 that we previously reported receiving in April 2022 that seeks to increase our U.S.

taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $5.1 billion, plus interest.

In addition, the Notice asserts penalties of approximately $2.0 billion.

Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued on our foreign earnings.

We disagreed with the proposed adjustments and calculations, and in 2022, filed a petition in the U.S.

Tax Court to contest a Notice for the years 2013–2015.

The Notice seeks to increase our U.S.

taxable income for the years 2013–2015 by an amount that would result in additional federal tax of approximately $5.1 billion, plus interest, and asserts penalties of approximately $2.0 billion.

Any additional tax that could be imposed for the years 2013–2015 would be reduced by up to approximately $2.2 billion of repatriation tax previously accrued and paid on our foreign earnings.

We firmly believe that the IRS positions set forth in the 2010–2012 and 2013–2015 Notices are without merit.

We are contesting the 2010–2012 and 2013–2015 Notices through the judicial process.

We continue to contest the 2010–2012 and 2013–2015 Notices through the judicial process.

The two cases were consolidated in the U.S.

Tax Court on December 19, 2022.

Tax Court in 2022.

The trial began on November 4, 2024, and concluded on January 17, 2025.

With the conclusion of the trial, the parties will file post-trial briefs and make closing arguments in 2025.

The Company expects a decision from the Tax Court no earlier than 2026.

The parties filed opening post-trial briefs on June 13, 2025, and the Court held oral argument on July 16, 2025.

The parties filed post-trial reply briefs on October 10, 2025.

The Company expects a decision from the U.S.

Tax Court no earlier than the second half of 2026.

We are currently under examination by the IRS for the years 2016–2018 with respect to issues similar to those for the 2010 through 2015 period.

We believe that the IRS may also seek to continue to audit similar issues related to the allocation of income between the United States and the U.S.

territory of Puerto Rico for years beyond 2018.

We expect that the IRS will begin its audit of 2019–2022 in the first half of 2026, and we believe that it may seek to continue to audit similar issues related to the allocation of income between the United States and our foreign jurisdictions.

In addition, we are under examination by a number of state and foreign tax jurisdictions.

Final resolution of these complex matters is not li kely within the next 12 months.

Final resolution of these complex matters is not likely within the next 12 months.

We continue to believe our accrual for income tax liabilities is appropriate based on past experience, interpretations of tax law, application of the tax law to our facts and judgments about potential actions by tax authorities;

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See Part I, Item 1A.

Such tax liabilities could adversely affect our profitability and results of operations;

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See Part I, Item 1A.

Such tax liabilities could adversely affect our profitability and results of operations.

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Discounted cash flow models are typically used to determine the fair values of these intangible assets for purposes of allocating consideration paid to the net assets acquired in an acquisition.

See Part IV—Note 4, Acquisitions and divestitures, to the Consolidated Financial Statements.

See Part IV—Note 4, Acquisition, to the Consolidated Financial Statements.

These models require the use of significant estimates and assumptions, including but not limited to:

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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 7. Management’s Discussion and Analysis