What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-01 compared with 2025-11-05 · 277 added, 344 removed, 587 unchanged (51% of the section changed)

3 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Product sales $ 8,218 $ 7,873

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Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net income $ 1,819 $ 1,730

Other comprehensive income (loss), net of reclassification adjustments and taxes:

Gains on foreign currency translation adjustments 11 71 154 32

(Losses) gains on foreign currency translation adjustments ( 5 ) 57

Gains (losses) on cash flow hedges 77 ( 223 )

5 unchanged sentences

(In millions, except per-share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

33 unchanged sentences

(In millions, except per-share data)

Three months ended September 30, 2025

paid-in capital Accumulated

deficit Accumulated

comprehensive loss Total

Balance as of June 30, 2025 538.3 $ 33,680 $ ( 25,708 ) $ ( 544 ) $ 7,428

Net income — — 3,216 — 3,216

Other comprehensive income, net of taxes — — — 122 122

Dividends declared on common stock ($ 2.38 per share)

— — ( 1,308 ) — ( 1,308 )

Issuance of common stock in connection with equity award programs

0.2 46 — — 46

Stock-based compensation expense — 127 — — 127

Tax impact related to employee stock-based compensation expense

— ( 12 ) — — ( 12 )

Balance as of September 30, 2025 538.5 $ 33,841 $ ( 23,800 ) $ ( 422 ) $ 9,619

Nine months ended September 30, 2025

Three months ended March 31, 2026

paid-in capital Accumulated

3 unchanged sentences

Net income — — 1,819 — 1,819

Other comprehensive loss, net of taxes — — — ( 356 ) ( 356 )

Dividends declared on common stock ($ 2.38 per share)

— — ( 2,588 ) — ( 2,588 )

Issuance of common stock in connection with equity award programs

1.6 124 — — 124

Stock-based compensation expense — 369 — — 369

Tax impact related to employee stock-based compensation expense

— ( 185 ) — — ( 185 )

Balance as of September 30, 2025 538.5 $ 33,841 $ ( 23,800 ) $ ( 422 ) $ 9,619

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(In millions, except per-share data)

Three months ended September 30, 2024

paid-in capital Accumulated

deficit Accumulated

comprehensive loss Total

Balance as of June 30, 2024 537.2 $ 33,204 $ ( 27,124 ) $ ( 155 ) $ 5,925

Net income — — 2,830 — 2,830

Other comprehensive loss, net of taxes — — — ( 181 ) ( 181 )

Other comprehensive income, net of taxes — — — 68 68

Dividends declared on common stock ($ 2.52 per share)

5 unchanged sentences

— ( 108 ) — — ( 108 )

Balance as of September 30, 2024 537.5 $ 33,393 $ ( 25,530 ) $ ( 336 ) $ 7,527

Nine months ended September 30, 2024

Balance as of March 31, 2026 539.7 $ 34,030 $ ( 24,650 ) $ ( 190 ) $ 9,190

Three months ended March 31, 2025

paid-in capital Accumulated

11 unchanged sentences

— ( 82 ) — — ( 82 )

Balance as of September 30, 2024 537.5 $ 33,393 $ ( 25,530 ) $ ( 336 ) $ 7,527

Balance as of March 31, 2025 537.7 $ 33,578 $ ( 27,140 ) $ ( 231 ) $ 6,207

See accompanying notes.

1 unchanged sentence

(In millions)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities:

5 unchanged sentences

Deferred income taxes ( 176 ) ( 250 )

Gains on equity securities ( 2,712 ) ( 717 )

Loss (gain) on equity securities 143 ( 1,295 )

Other items, net ( 67 ) ( 50 )

15 unchanged sentences

Cash flows from financing activities:

Net proceeds from issuance of debt 3,964 —

Extinguishment of debt ( 233 ) ( 301 )

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Other ( 104 ) ( 27 )

Net cash used in financing activities ( 9,633 ) ( 8,008 )

Decrease in cash and cash equivalents ( 2,528 ) ( 1,933 )

Net cash provided by (used in) financing activities 1,436 ( 4,107 )

Increase (decrease) in cash and cash equivalents 2,909 ( 3,163 )

Cash and cash equivalents at beginning of period 9,129 11,973

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Summary of significant accounting policies

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Basis of presentation

The interim unaudited financial information for the three and nine months ended September 30, 2025 and 2024, has been prepared in accordance with GAAP and includes all adjustments (consisting of only normal, recurring adjustments unless otherwise indicated) that Amgen considers necessary for a fair presentation, in all material respects, of its condensed consolidated results of operations for those periods.

The interim unaudited financial information for the three months ended March 31, 2026 and 2025, has been prepared in accordance with GAAP and includes all adjustments (consisting of only normal, recurring adjustments unless otherwise indicated) that Amgen considers necessary for a fair presentation, in all material respects, of its condensed consolidated results of operations for those periods.

Interim results are not necessarily indicative of results for the full fiscal year.

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2024, and with the condensed consolidated financial statements and the notes thereto contained in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Principles of consolidation

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Property, plant and equipment, net

Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $ 11.0 billion and $ 10.4 billion as of September 30, 2025 and December 31, 2024, respectively.

Recent accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, to improve income tax disclosure requirements by requiring more detailed information in several income tax disclosures, such as enhancing disclosure of income taxes paid and requiring disaggregation of the effective income tax rate reconciliation.

Property, plant and equipment is recorded at historical cost, net of accumulated depreciation and amortization of $ 9.3 billion and $ 11.1 billion as of March 31, 2026 and December 31, 2025, respectively.

Recently adopted accounting pronouncements

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), to improve the evaluation of derivatives by adding a new scope exception and clarify accounting for share-based non-cash consideration received from customers.

The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2026.

Early adoption is permitted, and entities may apply the standard prospectively or retrospectively.

We expect the adoption of this new standard to result in incremental disclosures to the notes to our consolidated financial statements.

Early adoption is permitted, and entities may apply the standard prospectively or following a modified retrospective approach.

We early adopted this standard prospectively in the first quarter of 2026.

We currently have no contracts or embedded features that are affected by the adoption of this standard, and therefore adoption did not have an impact on our condensed consolidated financial statements.

Recent accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No.

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In addition, the standard will require entities to define and disclose total selling expenses.

The standard is effective for public business entities such as Amgen for annual periods beginning after

December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted, and entities may apply the standard prospectively or retrospectively.

The standard is effective for public business entities such as Amgen for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted, and entities may

apply the standard prospectively or retrospectively.

We are currently evaluating the impact of adopting this standard on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs, including updating guidance on the recognition and measurement of costs incurred in connection with development and implementation activities related to internal-use software.

The standard is effective for all entities for annual periods beginning after December 15, 2027, and interim periods within those annual periods.

Early adoption is permitted, and entities may apply the standard prospectively or retrospectively.

We are currently evaluating the impact of adopting this new standard on our consolidated financial statements and related disclosures.

Segment and other information

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See Note 6, Investments, for further information regarding equity method investments, and Net cash used in investing activities in the Condensed Consolidated Statements of Cash Flows for further information regarding capital expenditures.

The following table provides segment revenues, significant segment expenses, other segment items and reported segment net income for the Company’s one reportable segment, as well as a reconciliation of segment net income to the Company’s total consolidated net income for the three and nine months ended September 30, 2025 and 2024 (in millions):

The following table provides segment revenues, significant segment expenses, other segment items and reported segment net income for the Company’s one reportable segment, as well as a reconciliation of segment net income to the Company’s total consolidated net income for the three months ended March 31, 2026 and 2025 (in millions):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Product sales $ 8,218 $ 7,873

2 unchanged sentences

Manufacturing cost of sales (1)(2)

2,508 2,852 7,520 8,491

Profit share and royalties in cost of sales (1)

574 458 1,541 1,255

Research and development (1)

1,900 1,450 5,130 4,240

Sales and marketing (1)

1,097 1,117 3,300 3,532

General and administrative (1)

623 508 1,798 1,686

Other segment items (3)

( 87 ) ( 562 )

Equity in (income) loss of equity method investments ( 10 ) 28 19 ( 11 )

Interest income

2 unchanged sentences

Provision for income taxes

705 271 1,084 364

Segment net income 1,819 1,730

2 unchanged sentences

Consolidated net income $ 1,819 $ 1,730

(1) During the three months ended September 30, 2025 and 2024, amortization of our finite-lived intangible assets was $ 1.1 billion and $ 1.2 billion, respectively.

During the nine months ended September 30, 2025 and 2024, amortization of our finite-lived intangible assets was $ 3.4 billion and $ 3.6 billion, respectively.

(1) During the three months ended March 31, 2026 and 2025, amortization of our finite-lived intangible assets was $ 896 million and $ 1.2 billion, respectively.

Amortization of intangible assets is primarily included in Cost of sales in the Condensed Consolidated Statements of Income.

In addition, during the three months ended September 30, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $ 232 million and $ 198 million, respectively.

During the nine months ended September 30, 2025 and 2024, we recognized depreciation and right-of-use asset amortization of $ 661 million and $ 601 million, respectively.

(2) During the three months ended September 30, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 338 million and $ 661 million, respectively.

During the nine months ended September 30, 2025 and 2024, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 1.0 billion and $ 2.0 billion, respectively.

(3) Other segment items included in Segment net income primarily consisted of fair value adjustments on equity securities (see Note 6, Investments) and net impairment charges on intangible assets (see Note 8, Goodwill and other intangible assets).

In addition, during the three months ended March 31, 2026 and 2025, we recognized depreciation and right-of-use asset amortization of $ 220 million and $ 209 million, respectively.

(2) During the three months ended March 31, 2026 and 2025, manufacturing cost of sales included amortization of step-up to fair value of inventory acquired in business combinations of $ 247 million and $ 363 million, respectively.

(3) For the three months ended March 31, 2026, other segment items included in Segment net income primarily consists of:

(i) litigation settlements and (ii) fair value adjustments on equity securities (see Note 6, Investments).

For the three months ended March 31, 2025, other segment items included in Segment net income primarily consisted of fair value adjustments on equity securities (see Note 6, Investments) and impairment charges on intangible assets (see Note 8, Goodwill and other intangible assets).

We operate our business in one operating segment, which also represents one reportable segment:

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Revenues were as follows (in millions):

Three months ended September 30,

Three months ended March 31,

ROW Total U.S.

Prolia $ 806 $ 333 $ 1,139 $ 683 $ 362 $ 1,045

Repatha $ 465 $ 411 $ 876 $ 343 $ 313 $ 656

ENBREL 574 6 580 817 8 825

Otezla 473 112 585 460 104 564

XGEVA 357 182 539 373 168 541

EVENITY 417 124 541 289 110 399

TEPEZZA 518 42 560 482 6 488

BLINCYTO 236 156 392 237 90 327

Nplate 333 124 457 345 111 456

KYPROLIS 225 134 359 238 140 378

Aranesp 103 254 357 105 232 337

377 — 377 269 — 269

KRYSTEXXA 320 — 320 310 — 310

Vectibix 162 122 284 132 150 282

Other products (2)

1,408 445 1,853 958 405 1,363

Total product sales (3)

$ 6,751 $ 2,386 9,137 $ 5,979 $ 2,172 8,151

Other revenues 420 352

Total revenues $ 9,557 $ 8,503

Nine months ended September 30,

ROW Total U.S.

Prolia 461 266 727 720 379 1,099

Repatha 1,146 1,000 2,146 824 792 1,616

ENBREL 1,675 19 1,694 2,280 21 2,301

Otezla 1,328 312 1,640 1,185 317 1,502

XGEVA 1,064 573 1,637 1,138 526 1,664

EVENITY 431 131 562 320 122 442

TEPEZZA 424 66 490 365 16 381

Otezla 352 79 431 343 94 437

BLINCYTO 221 194 415 273 97 370

Nplate 283 129 412 201 112 313

XGEVA 228 183 411 360 206 566

343 — 343 285 — 285

KYPROLIS 218 112 330 216 108 324

ENBREL 314 6 320 504 6 510

Aranesp 77 234 311 91 249 340

1,004 — 1,004 676 — 676

KRYSTEXXA 905 — 905 839 — 839

Vectibix 136 151 287 135 132 267

UPLIZNA 246 16 262 82 9 91

IMDELLTRA/IMDYLLTRA 188 70 258 79 2 81

KRYSTEXXA 255 — 255 236 — 236

Other products (2)

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

(3) Hedging gains and losses, which are included in product sales, were not material for the three and nine months ended September 30, 2025 and 2024.

The effective tax rates for the three and nine months ended September 30, 2025 were 18.0 % and 14.5 %, respectively, compared with 8.7 % and 9.5 %, respectively, for the corresponding periods in the prior year.

The increase in our effective tax rate for the three months ended September 30, 2025, was primarily due to the change in earnings mix, including lower amortization expense from the fair value step-up of inventory acquired from Horizon.

The increase in our effective tax rate for the nine months ended September 30, 2025, was primarily due to the change in earnings mix, including the net unrealized gains on equity investments in the first nine months of 2025 compared to those in the prior-year period (see Note 6, Investments) and partially offset by the year-to-date Otezla impairment charges and related tax impacts (see Note 8, Goodwill and other intangible assets) .

(3) Hedging gains and losses, which are included in product sales, were not material for the three months ended March 31, 2026 and 2025.

The effective tax rate for the three months ended March 31, 2026 was 12.7 % compared with 12.3 % for the prior-year period.

The increase in our effective tax rate for the three months ended March 31, 2026, was primarily due to the change in earnings mix, including lower amortization expense from acquisition-related assets, partially offset by the net unrealized losses on equity investments in the current-year period compared to net unrealized gains in the prior-year period (see Note 6, Investments).

The effective tax rates differ from the federal statutory rate primarily due to the impact of the jurisdictional mix of income and expenses.

7 unchanged sentences

Our foreign earnings are also subject to U.S.

tax at a reduced rate of 10.5%.

tax at a reduced rate of 12.6%, as of January 1, 2026.

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.

The impact of these changes on our deferred tax assets and liabilities was recorded in the third quarter of 2025 and did not have a material effect on our effective tax rate or on our condensed consolidated financial statements.

OB3 has various provisions, including the permanent extension of certain expiring provisions of the 2017 Tax Act, and modifications to the international tax framework, including the tax rate changes on foreign earnings noted above.

The legislation has multiple effective dates, with most provisions effective as of January 1, 2026.

One or more of our legal entities file income tax returns in the U.S.

6 unchanged sentences

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 a 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.

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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 a 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.

We disagreed with the proposed adjustments and calculations, and in 2022, we 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.

1 unchanged sentence

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

On March 16, 2026, the Court ordered supplemental closing briefs, which are due May 20, 2026.

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 expect that the IRS will begin its audit of 2019-2022 in 2025 or early 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.

We are currently under examination by the IRS for the years 2016–2018.

In April 2026, we received a draft notice of proposed adjustment (NOPA) from the IRS for years 2016–2018, which is similar to the proposed adjustments for years 2010–2015 and relates primarily to the allocation of profits between certain of our entities in the United States and the U.S.

territory of Puerto Rico.

If sustained in full, the adjustments set forth in the draft NOPA could have a material impact on our financial statements.

We disagree with the draft NOPA and have informed the IRS audit team that its methodology is inconsistent with

certain positions asserted by the IRS in the Tax Court, which positions were more favorable to Amgen than those previously taken by the exam team.

We intend to contest the draft NOPA.

We expect that the IRS will begin its audit for years 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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however, due to the complexity of the provision for income taxes and uncertain resolution of these matters, the ultimate outcome of any tax matters may result in payments substantially greater than amounts accrued and could have a material adverse impact on our condensed consolidated financial statements.

During the three and nine months ended September 30, 2025, the gross amounts of our UTBs increased by $ 45 million and $ 145 million, respectively, as a result of tax positions taken during the current year.

Substantially all of the UTBs as of September 30, 2025, if recognized, would impact our effective tax rate.

During the three months ended March 31, 2026, the gross amounts of our UTBs increased by $ 35 million as a result of tax positions taken during the current year.

Substantially all of the UTBs as of March 31, 2026, if recognized, would impact our effective tax rate.

Earnings per share

3 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Income (Numerator):

6 unchanged sentences

Diluted earnings per share $ 3.34 $ 3.20

For the three and nine months ended September 30, 2025 and 2024, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS was not significant.

For the three months ended March 31, 2026 and 2025, the number of antidilutive employee stock-based awards excluded from the computation of diluted EPS was not significant.

Available-for-sale investments

The amortized cost, gross unrealized gains, gross unrealized losses and fair values of interest-bearing securities, which are classified as available for sale, by type of security were as follows (in millions):

Types of securities as of September 30, 2025 Amortized

Types of securities as of March 31, 2026 Amortized

Treasury bills $ 996 $ — $ — $ 996

8 unchanged sentences

The fair values of interest-bearing securities by location in the Condensed Consolidated Balance Sheets were as follows (in millions):

Condensed Consolidated Balance Sheets locations September 30, 2025 December 31, 2024

Condensed Consolidated Balance Sheets locations March 31, 2026 December 31, 2025

Cash and cash equivalents $ 11,479 $ 8,525

Total interest-bearing securities $ 11,479 $ 8,525

Cash and cash equivalents in the above table excludes bank account cash of $ 737 million and $ 487 million as of September 30, 2025 and December 31, 2024, respectively.

All interest-bearing securities as of September 30, 2025 and December 31, 2024, mature in one year or less.

For the three months ended September 30, 2025 and 2024, interest income on these investments was $ 99 million and $ 126 million, respectively.

For the nine months ended September 30, 2025 and 2024, interest income on these investments was $ 311 million and $ 394 million, respectively.

For the three and nine months ended September 30, 2025 and 2024, realized gains and losses on interest-bearing securities were not material and were recorded in Other income, net, in the Condensed Consolidated Statements of Income.

Cash and cash equivalents in the above table excludes bank account cash of $ 559 million and $ 604 million as of March 31, 2026 and December 31, 2025, respectively.

All interest-bearing securities as of March 31, 2026 and December 31, 2025, mature in one year or less.

For the three months ended March 31, 2026 and 2025, interest income on these investments was $ 101 million and $ 126 million, respectively.

For the three months ended March 31, 2026 and 2025, realized gains and losses on interest-bearing securities were not material and were recorded in Other income, net, in the Condensed Consolidated Statements of Income.

The cost of securities sold is based on the specific-identification method.

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BeOne Medicines Ltd.

As of September 30, 2025 and December 31, 2024, the fair values of our investment in BeOne were $ 6.5 billion and $ 3.5 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2025 and 2024, we recorded unrealized gains of $ 1.9 billion and $ 1.6 billion, respectively.

During the nine months ended September 30, 2025 and 2024, we recorded unrealized gains of $ 3.0 billion and $ 836 million, respectively.

These unrealized gains were recognized in Other income, net, in the Condensed Consolidated Statements of Income.

As of March 31, 2026 and December 31, 2025, our ownership interest in BeOne was approximately 17 %, and the fair values of our investment were $ 5.6 billion and $ 5.8 billion, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026 and 2025, we recorded an unrealized loss of $ 130 million and an unrealized gain of $ 1.7 billion, respectively, in Other income, net, in the Condensed Consolidated Statements of Income.

Subject to certain exceptions or otherwise agreed to by BeOne, while Amgen holds at least 5.0 % of BeOne’s outstanding common stock, (A) we may only sell our BeOne equity investment via:

(i) a registered public offering, (ii) a sale under Rule

144 of the Securities Act of 1933 (the “Securities Act”) or (iii) a private sale exempt from registration requirements under the Securities Act, and (B) we may not sell more than 5.0 % of BeOne’s outstanding common stock in any rolling 12-month period.

(i) a registered public offering, (ii) a sale under Rule 144 of the Securities Act of 1933 (the “Securities Act”) or (iii) a private sale exempt from registration requirements under the Securities Act, and (B) we may not sell more than 5.0 % of BeOne’s outstanding common stock in any rolling 12-month period.

Other equity securities

Excluding our equity investments in BeOne (discussed above) and Neumora (discussed below), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 300 million and $ 314 million as of September 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2025, and 2024, net unrealized gains on these publicly traded securities were not material.

Additionally, net realized gains and losses on sales of publicly traded securities for the three and nine months ended September 30, 2025 and 2024, were not material.

We held investments of $ 339 million and $ 319 million in equity securities without readily determinable fair values as of September 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three and nine months ended September 30, 2025 and 2024, upward and downward adjustments on these securities were not material.

Excluding our equity investment in BeOne (discussed above), we held investments in other equity securities with readily determinable fair values (publicly traded securities) of $ 383 million and $ 389 million as of March 31, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026, net unrealized losses on these publicly traded securities were not material, compared to net unrealized losses of $ 363 million in the prior-year period.

Additionally, net realized gains and losses on sales of publicly traded securities for the three months ended March 31, 2026 and 2025, were not material.

We held investments of $ 344 million and $ 362 million in equity securities without readily determinable fair values as of March 31, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

During the three months ended March 31, 2026 and 2025, upward and downward adjustments on these securities were not material.

Adjustments were based on observable price transactions.

Net realized gains and losses on sales of securities without readily determinable fair values for the three and nine months ended September 30, 2025 and 2024, were not material.

Net realized gains and losses on sales of securities without readily determinable fair values for the three months ended March 31, 2026 and 2025, were not material.

Equity method investments

Neumora Therapeutics, Inc.

As of September 30, 2025 and December 31, 2024, our ownership interest in Neumora was approximately 21.8 % and 21.9 %, respectively, and the fair values of our investment were $ 64 million and $ 375 million, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

Although our equity investment qualifies us for the equity method of accounting, we have elected the fair value option to account for our investment.

Under the fair value option, changes in the fair value of the investment are recognized through earnings in Other income, net, in the Condensed Consolidated Statements of Income each reporting period.

See Note 11, Fair value measurement.

We believe the fair value option best reflects the economics of the underlying transaction.

During the three months ended September 30, 2025 and 2024, we recognized unrealized gains of $ 38 million and $ 119 million, respectively, and during the nine months ended September 30, 2025 and 2024, we recognized unrealized losses of $ 311 million and $ 136 million, respectively.

We are contractually restricted from selling more than 5.0 % of Neumora’s outstanding common stock in any rolling 12-month period for as long as we hold at least 10.0 % of their outstanding common stock, subject to certain exceptions or otherwise agreed to by Neumora.

Limited partnerships

We held limited partnership investments of $ 246 million and $ 262 million as of September 30, 2025 and December 31, 2024, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

We held limited partnership investments of $ 284 million and $ 253 million as of March 31, 2026 and December 31, 2025, respectively, which were included in Other noncurrent assets in the Condensed Consolidated Balance Sheets.

These investments, which are primarily investment funds of early-stage biotechnology companies, are accounted for by using the equity method of accounting and are measured by using our proportionate share of the net asset values of the underlying investments held by the limited partnerships as a practical expedient.

These investments are typically redeemable only through distributions upon liquidation of the underlying assets.

As of September 30, 2025, we had $ 142 million of unfunded additional commitments to be made for these investments during the next several years.

For the three and nine months ended September 30, 2025 and 2024, net unrealized gains and losses recognized from our limited partnership investments were not material.

As of March 31, 2026, we had $ 144 million of unfunded additional commitments to be made for these investments during the next several years.

For the three months ended March 31, 2026 and 2025, net unrealized gains and losses recognized from our limited partnership investments were not material.

Inventories consisted of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials $ 1,048 $ 915

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Foreign currency translation adjustments

Balance at September 30, 2025

Balance at March 31, 2026

Other intangible assets

Other intangible assets consisted of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

amounts Accumulated

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Total other intangible assets $ 55,029 $ ( 33,650 ) $ 21,379 $ 55,060 $ ( 32,784 ) $ 22,276

Developed-product-technology rights consists of rights related to marketed products acquired in business acquisitions.

Developed-product-technology rights consists of rights related to marketed products acquired in business combinations.

Licensing rights primarily consists of contractual rights to receive future milestone, royalty and profit-sharing payments;

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Marketing-related rights primarily consists of rights related to the sale and distribution of marketed products.

The developed-product-technology rights intangible assets related to TAVNEOS have a carrying value of $ 2.4 billion as of March 31, 2026, with $ 2.3 billion related to the U.S.

The product, acquired by the Company in connection with our acquisition of ChemoCentryx in 2022, was approved by the FDA in 2021.

On April 27, 2026, the FDA’s Center for Drug Evaluation and Research (CDER) issued a proposal to withdraw approval of TAVNEOS.

The proposal follows the FDA’s March 2026 DSC in which it alerted patients and health care professionals about serious liver injury cases, including fatal cases, of DILI associated with TAVNEOS.

The proposal alleges that there is new information indicating lack of substantial evidence of effectiveness for the drug and that ChemoCentryx’s application that resulted in FDA approval contained untrue statements of material facts.

ChemoCentryx, as the U.S.

marketing authorization holder, may request a hearing on this proposal, after which the FDA will determine whether there is a genuine and substantial issue of fact that requires a hearing.

If a hearing is not granted, the FDA may enter summary judgment and ultimately withdraw approval.

On April 30, 2026, the FDA posted a notice in the Federal Register that proposes to withdraw approval of TAVNEOS and announced an opportunity for ChemoCentryx to request a hearing on this proposal.

The Company intends to engage with the FDA, continues to believe that TAVNEOS demonstrates effectiveness and a favorable benefit–risk profile, and intends to follow the appropriate process to support its position.

As the FDA’s statement reporting its proposal indicates, TAVNEOS will remain on the market during the pendency of this process.

The Company’s evaluation of these developments did not result in significant changes to the estimated future cash flows for TAVNEOS as of March 31, 2026;

however, future changes to estimated TAVNEOS cash flows could unfavorably impact the Company’s ability to recover the carrying value of the related intangible assets.

In January 2025, as part of the IRA, the Company’s product Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027.

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This selection represented a triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment.

In the first quarter of 2025, the Company utilized a discounted cash flow analysis based on Level 3 inputs, including estimated product sales, operating expenses and a discount rate, that resulted in an intangible asset fair value of $ 4.0 billion, which was lower than the carrying value of $ 4.8 billion, and a partial impairment of $ 800 million.

In the third quarter of 2025, new facts and circumstances, primarily from the CMS price setting process, indicated a further triggering event that required the Company to evaluate the underlying developed-product-technology rights for impairment.

A subsequent discounted cash flow analysis, prepared using the same Level 3 input framework and updated assumptions, resulted in a revised intangible asset fair value of $ 3.0 billion, which was lower than the carrying value of $ 3.4 billion, and an additional impairment of $ 400 million.

The impairment charges of $ 400 million and $ 1.2 billion for three and nine months ended September 30, 2025, respectively, were recorded in Other operating expenses in the Condensed Consolidated Statements of Income.

See Note 11, Fair value measurement.

IPR&D consists of R&D projects acquired in a business combination that are not complete at the time of acquisition due to remaining technological risks and/or lack of receipt of required regulatory approvals.

We review IPR&D projects for impairment annually, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable and upon the establishment of technological feasibility or regulatory approval.

During the second quarter of 2025, the FDA approved UPLIZNA for the Immunoglobulin G4-related disease (IgG4-RD) indication, and commercialization commenced in the United States.

As a result, the Company reclassified the related intangible asset with a gross carrying value of $ 350 million from IPR&D to developed-product-technology rights and began amortizing it on a straight-line basis over its estimated useful life of approximately 11 years from the date placed in service.

During the three months ended September 30, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $ 1.1 billion and $ 1.2 billion, respectively.

During the nine months ended September 30, 2025 and 2024, we recognized amortization of our finite-lived intangible assets of $ 3.4 billion and $ 3.6 billion, respectively.

During the three months ended March 31, 2026 and 2025, we recognized amortization of our finite-lived intangible assets of $ 896 million and $ 1.2 billion, respectively.

Amortization of intangible assets is primarily included in Cost of sales in the Condensed Consolidated Statements of Income.

As of September 30, 2025, the total estimated future amortization of our finite-lived intangible assets for the remaining three months ending December 31, 2025, and the years ending December 31, 2026, 2027, 2028, 2029 and 2030, was $ 0.9 billion, $ 3.6 billion, $ 3.5 billion, $ 2.8 billion, $ 2.3 billion and $ 2.2 billion, respectively.

As of March 31, 2026, the total estimated future amortization of our finite-lived intangible assets for the remaining nine months ending December 31, 2026, and the years ending December 31, 2027, 2028, 2029, 2030 and 2031, was $ 2.7 billion, $ 3.6 billion, $ 2.8 billion, $ 2.3 billion, $ 2.2 billion and $ 2.1 billion, respectively.

Financing arrangements

Our borrowings consisted of the following (in millions):

September 30, 2025 December 31, 2024

1.90 % notes due 2025 ( 1.90 % 2025 Notes)

5.25 % notes due 2025 ( 5.25 % 2025 Notes)

3.125 % notes due 2025 ( 3.125 % 2025 Notes)

March 31, 2026 December 31, 2025

2.00 % € 750 million notes due 2026 ( 2.00 % 2026 euro Notes)

2.60 % notes due 2026 ( 2.60 % 2026 Notes)

Term loan due October 2026 1,800 1,800

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4.875 % notes due 2053 ( 4.875 % 2053 Notes)

September 30, 2025 December 31, 2024

5.65 % notes due 2053 ( 5.65 % 2053 Notes)

2.77 % notes due 2053 ( 2.77 % 2053 Notes)

5.65 % notes due 2056 ( 5.65 % 2056 Notes)

4.40 % notes due 2062 ( 4.40 % 2062 Notes)

March 31, 2026 December 31, 2025

5.75 % notes due 2063 ( 5.75 % 2063 Notes)

Other notes due 2097 100 100

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The Term loan has an interest rate of three-month SOFR plus 1.225 %.

Debt issuances

During the three months ended March 31, 2026, we issued $ 4.0 billion of debt consisting of $ 1.0 billion of the 4.20 % 2031 Notes, $ 1.75 billion of the 4.85 % 2036 Notes, $ 500 million of the 5.50 % 2046 Notes and $ 750 million of the 5.65 % 2056 Notes.

There were no debt issuances during the three months ended March 31, 2025.

Debt repayments

During the three months ended September 30, 2025 and 2024, debt repayments totaled $ 1.5 billion and $ 2.2 billion, respectively.

During the nine months ended September 30, 2025 and 2024, debt repayments totaled $ 5.0 billion and $ 3.6 billion, respectively.

During the three months ended March 31, 2026, we repaid the € 750 million aggregate principal amount of the 2.00 % 2026 euro Notes ($ 833 million upon settlement of the related cross-currency swap), compared to $ 2.5 billion of debt repayments during the three months ended March 31, 2025.

Debt extinguishment

During the three months ended September 30, 2025, we repurchased an aggregate principal amount of our debt of $ 119 million, including portions of the 2.80 % 2041 Notes, 3.375 % 2050 Notes and 3.00 % 2052 Notes, for an aggregate cost of $ 81 million, which resulted in a $ 36 million gain on extinguishment of debt .

During the three months ended September 30, 2024, we repurchased an aggregate principal amount of our debt of $ 331 million, including portions of the 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes and 3.00 % 2052 Notes, for an aggregate cost of $ 249 million, which resulted in an $ 82 million gain on extinguishment of debt.

During the nine months ended September 30, 2025, we repurchased an aggregate principal amount of our debt of $ 1.0 billion, including portions of the 2.00 % 2032 Notes, 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes, 3.00 % 2052 Notes, 4.20 % 2052 Notes and 4.40 % 2062 Notes, for an aggregate cost of $ 683 million, which resulted in a $ 264 million gain on extinguishment of debt.

During the nine months ended September 30, 2024, we repurchased an aggregate principal amount of our debt of $ 875 million, including portions of the 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes, 3.00 % 2052 Notes, 4.20 % 2052 Notes and 4.40 % 2062 Notes, for an aggregate cost of $ 659 million, which resulted in a $ 215 million gain on extinguishment of debt.

During the three months ended March 31, 2026, we repurchased an aggregate principal amount of our debt of $ 324 million, including portions of the 2.80 % 2041 Notes, 3.375 % 2050 Notes and 3.00 % 2052 Notes, for an aggregate cost of $ 233 million, which resulted in a $ 90 million gain on extinguishment of debt .

During the three months ended March 31, 2025, we repurchased an aggregate principal amount of our debt of $ 414 million, including portions of the 2.00 % 2032 Notes, 3.15 % 2040 Notes, 2.80 % 2041 Notes, 3.375 % 2050 Notes, 3.00 % 2052 Notes, 4.20 % 2052 Notes and 4.40 % 2062 Notes for an aggregate cost of $ 301 million, which resulted in a $ 111 million gain on extinguishment of debt.

Gains and losses on extinguishments of debt are recorded in Other income, net, in the Condensed Consolidated Statements of Income.

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See Note 12, Derivative instruments, for a discussion of interest rate swap contracts related to certain of our notes.

Shelf registration statement and other facilities

In February 2026, we filed a shelf registration statement with the SEC that allows us to issue unspecified amounts of debt securities, common stock, preferred stock, warrants to purchase securities (including debt securities, common stock, preferred stock or depositary shares), rights to purchase common stock or preferred stock, securities purchase contracts, securities purchase units, and depositary shares.

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 2029.

During the three months ended March 31, 2026, we extended the term of our $ 4.0 billion syndicated, unsecured, revolving credit facility by one year to March 2029.

As of March 31, 2026 and December 31, 2025, no amounts were outstanding under this facility.

Stockholders’ equity

Stock repurchase program

During the nine months ended September 30, 2025 and 2024, we did not repurchase shares under our stock repurchase program.

As of September 30, 2025, $ 6.8 billion of authorization remained available under the stock repurchase program.

In August 2025, March 2025 and December 2024, our Board of Directors declared quarterly cash dividends of $ 2.38 per share, which were paid in September 2025, June 2025 and March 2025, respectively.

In October 2025, our Board of Directors declared a quarterly cash dividend of $ 2.38 per share, which will be paid in December 2025.

During the three months ended March 31, 2026 and 2025, we did not repurchase shares under our stock repurchase program.

As of March 31, 2026, $ 6.8 billion of authorization remained available under the stock repurchase program.

In March 2026, our Board of Directors declared a quarterly cash dividend of $ 2.52 per share, which will be paid in June 2026.

In December 2025, our Board of Directors declared a quarterly cash dividend of $ 2.52 per share, which was paid in March 2026.

Accumulated other comprehensive income (loss)

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hedges Other AOCI

Balance as of June 30, 2025

$ ( 231 ) $ ( 335 ) $ 22 $ ( 544 )

Foreign currency translation adjustments 11 — — 11

Unrealized gains — 73 — 73

Reclassification adjustments into earnings

Other — — 1 1

Income taxes — ( 30 ) — ( 30 )

Balance as of September 30, 2025

$ ( 220 ) $ ( 225 ) $ 23 $ ( 422 )

translation adjustments

hedges Other AOCI

Balance as of December 31, 2025

$ ( 202 ) $ ( 90 ) $ 34 $ ( 258 )

Foreign currency translation adjustments ( 5 ) — — ( 5 )

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Reclassification adjustments into earnings

— ( 256 ) — ( 256 )

Other — — ( 4 ) ( 4 )

Income taxes — ( 21 ) — ( 21 )

Balance as of September 30, 2025

Balance as of March 31, 2026

$ ( 207 ) $ ( 13 ) $ 30 $ ( 190 )

Reclassifications out of AOCI and into earnings, including related income tax expenses, were as follows (in millions):

Three months ended September 30, Condensed Consolidated

Three months ended March 31, Condensed Consolidated

Statements of Income locations

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$ ( 89 ) $ 109 Net income

Nine months ended September 30, Condensed Consolidated

Statements of Income locations

Components of AOCI 2025 2024

Cash flow hedges:

Foreign currency forward contract gains $ 40 $ 151 Product sales

Cross-currency swap contract gains 216 87 Other income, net

256 238 Income before income taxes

( 56 ) ( 51 ) Provision for income taxes

$ 200 $ 187 Net income

Fair value measurement

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(Level 2) Significant

Fair value measurement as of September 30, 2025, using:

Fair value measurement as of March 31, 2026, using:

Available-for-sale securities:

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Foreign currency forward contracts — 249 — 249

Cross-currency swap contracts — 48 — 48

Interest rate swap contracts — 1 — 1

Total assets $ 16,360 $ 1,376 $ — $ 17,736

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Foreign currency forward contracts — 196 — 196

Cross-currency swap contracts — 48 — 48

Total assets $ 13,539 $ 1,374 $ — $ 14,913

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Treasury bills are determined by utilizing third-party pricing services, which obtain pricing data from active market makers and brokers.

The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity investments in BeOne and Neumora, as of September 30, 2025 and December 31, 2024, are based on quoted market prices in active markets, with no valuation adjustment.

The fair values of our money market mutual funds and equity investments in publicly traded securities, including our equity investment in BeOne, as of March 31, 2026 and December 31, 2025, are based on quoted market prices in active markets, with no valuation adjustment.

All of our foreign currency forward contracts, cross-currency swap contracts and interest rate swap contracts are with counterparties that have minimum credit ratings of A– or equivalent by S&P, Moody’s or Fitch.

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See Note 12, Derivative instruments.

Contingent consideration obligations

As a result of business development activity, we have incurred contingent consideration obligations as discussed below.

The contingent consideration obligations are recorded at their fair values by using probability-adjusted discounted cash flows, and we revalue these obligations each reporting period until the related contingencies have been resolved.

The fair value measurements of these obligations are based on significant unobservable inputs related to licensing rights and product candidates acquired through business development activity, and they are reviewed quarterly by management in our R&D and commercial sales organizations.

The inputs include, as applicable, estimated probabilities and the timing of achieving specified development, regulatory and commercial milestones as well as estimated annual sales.

Significant changes that increase or decrease the probabilities of achieving the related development, regulatory and commercial events or that shorten or lengthen the time required to achieve such events or that increase or decrease estimated annual sales would result in corresponding increases or decreases in the fair values of the obligations, as applicable.

Changes in the fair values of contingent consideration obligations are recognized in Other operating expenses in the Condensed Consolidated Statements of Income.

As of March 31, 2026 and December 31, 2025, the balances of our contingent consideration obligations were $ 173 million and $ 161 million, respectively, and primarily resulted from our acquisition of Teneobio, Inc.

in October 2021, which obligates us to make payments to the former shareholders upon achievement of separate development and regulatory milestones

with regard to various R&D programs, and other business development activity in 2025.

There were no material changes to our contingent consideration obligations during the three months ended March 31, 2026 and 2025.

Summary of the fair values of other financial instruments

Cash equivalents

The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

The fair values of cash equivalents are approximated at their carrying values due to the short-term nature of such financial instruments.

We estimate the fair values of our fixed-rate debt by using Level 2 inputs.

As of September 30, 2025 and December 31, 2024, the aggregate fair values of our fixed-rate debt were $ 51.2 billion and $ 54.9 billion, respectively, and the carrying values of our fixed-rate debt were $ 52.8 billion and $ 58.3 billion, respectively.

The estimate of the fair value of our term loan approximates its carrying value as of September 30, 2025 and December 31, 2024, as this debt instrument bears interest at a floating rate.

During the nine months ended September 30, 2025 and 2024, there were no transfers of assets or liabilities between fair value measurement levels.

Except with respect to the partial impairments of the Otezla intangible asset in the first and third quarters of 2025 as discussed in Note 8, Goodwill and other intangible assets, there were no material remeasurements of the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

As of March 31, 2026 and December 31, 2025, the aggregate fair values of our fixed-rate debt were $ 53.1 billion and $ 51.0 billion, respectively, and the carrying values of our fixed-rate debt were $ 55.5 billion and $ 52.8 billion, respectively.

The estimate of the fair value of our term loan is approximated at its carrying value as of March 31, 2026 and December 31, 2025, as this debt instrument bears interest at a floating rate.

During the three months ended March 31, 2026 and 2025, there were no transfers of assets or liabilities between fair value measurement levels.

Except with respect to the partial impairment of the Otezla intangible asset in the first quarter of 2025 as discussed in Note 8, Goodwill and other intangible assets, there were no material remeasurements of the fair values of assets and liabilities that are not measured at fair value on a recurring basis.

Derivative instruments

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and at any given point in time, a higher percentage of nearer-term projected product sales is being hedged than in successive periods.

As of September 30, 2025 and December 31, 2024, we had outstanding foreign currency forward contracts with aggregate notional amounts of $ 7.7 billion and $ 7.2 billion, respectively.

We have designated these foreign currency forward contracts, which are primarily euro based, as cash flow hedges.

As of March 31, 2026 and December 31, 2025, we had outstanding foreign currency forward contracts with aggregate notional amounts of $ 8.0 billion and $ 7.8 billion, respectively.

We have designated these foreign currency forward contracts, which are primarily euro and Japanese yen based, as cash flow hedges.

Accordingly, we record the unrealized gains and losses on these contracts in AOCI in the Condensed Consolidated Balance Sheets, and we reclassify them to Product sales in the Condensed Consolidated Statements of Income in the same periods during which the hedged transactions affect earnings.

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Accordingly, the unrealized gains and losses on these contracts are recorded in AOCI in the Condensed Consolidated Balance Sheets and reclassified to Other income, net, in the Condensed Consolidated Statements of Income in the same periods during which the hedged debt affects earnings.

The notional amounts and interest rates of our cross-currency swaps as of September 30, 2025, were as follows (notional amounts in millions):

The notional amounts and interest rates of our cross-currency swaps as of March 31, 2026, were as follows (notional amounts in millions):

Foreign currency U.S.

Hedged notes Notional amounts Interest rates Notional amounts Interest rates

2.00 % 2026 euro Notes

€ 750 2.0 % $ 833 3.9 %

5.50 % 2026 pound sterling Notes

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£ 700 4.0 % $ 1,111 4.7 %

During the first quarter of 2026, our 2.00 % 2026 euro Notes matured and the related cross-currency swaps were settled.

In connection with the anticipated issuance of long-term fixed-rate debt, we occasionally enter into forward interest rate contracts in order to hedge the variability in cash flows due to changes in the applicable U.S.

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Gains and losses on forward interest rate contracts, which are designated as cash flow hedges, are recognized in AOCI in the Condensed Consolidated Balance Sheets and are amortized into Interest expense, net, in the Condensed Consolidated Statements of Income over the terms of the associated debt issuances.

Amounts recognized in connection with forward interest rate contracts during the nine months ended September 30, 2025 and 2024, and amounts expected to be recognized during the next 12 months are not material.

Amounts recognized in connection with forward interest rate contracts during the three months ended March 31, 2026 and 2025, and amounts expected to be recognized during the next 12 months were not material.

Unrealized gains and losses recognized in AOCI for our derivative instruments designated as cash flow hedges were as follows (in millions):

Three months ended

September 30, Nine months ended

September 30,

Derivatives in cash flow hedging relationships 2026 2025

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Cross-currency swap contracts ( 83 ) 66

Total unrealized gains (losses) $ 73 $ ( 158 ) $ ( 396 ) $ 137

Forward interest rate contracts ( 40 ) —

Total unrealized losses $ ( 15 ) $ ( 146 )

Fair value hedges

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These interest rate swap contracts effectively convert fixed-rate coupons to floating-rate SOFR-based coupons over the terms of the related hedge contracts.

As of September 30, 2025 and December 31, 2024, we had interest rate swap contracts with aggregate notional amounts of $ 6.2 billion and $ 6.7 billion respectively, that hedge certain portions of our long-term debt.

During the nine months ended September 30, 2025 there was a reduction in the aggregate notional amount of these contracts due to the termination of swaps that occurred in connection with the repayment of the 3.125 % 2025 Notes (see Note 9, Financing arrangements).

In addition, we entered into $ 550 million of new interest rate swaps to hedge a portion of our 5.25 % 2033 Notes, resulting in an interest rate of SOFR plus 1.7 % on the $ 550 million hedged portion.

As of both March 31, 2026 and December 31, 2025, we had interest rate swap contracts with an aggregate notional amount of $ 6.7 billion that hedge certain portions of our long-term debt.

For interest rate swap contracts that qualify for and are designated as fair value hedges, we recognize in Interest expense, net, in the Condensed Consolidated Statements of Income the unrealized gain or loss on the derivative resulting from the change in fair value during the period, as well as the offsetting unrealized loss or gain of the hedged item resulting from the change in fair value during the period attributable to the hedged risk.

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Cumulative amounts of fair value hedging adjustments related to the carrying amounts of the hedged liabilities (2)

Condensed Consolidated Balance Sheets locations September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

Condensed Consolidated Balance Sheets locations March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025

Current portion of long-term debt $ 1,277 $ 1,273 $ 27 $ 23

Long-term debt $ 5,088 $ 5,112 $ ( 210 ) $ ( 184 )

(1) Current portion of long-term debt includes $ 51 million and $ 56 million of carrying value with discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively.

Long-term debt includes $ 194 million and $ 232 million of carrying value with discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively.

(2) Current portion of long-term debt includes $ 51 million and $ 56 million of hedging adjustments on discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively.

Long-term debt includes $ 94 million and $ 132 million of hedging adjustments on discontinued hedging relationships as of September 30, 2025 and December 31, 2024, respectively.

(1) Current portion of long-term debt includes $ 43 million and $ 47 million of carrying value with discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

Long-term debt includes $ 176 million and $ 185 million of carrying value with discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

(2) Current portion of long-term debt includes $ 43 million and $ 47 million of hedging adjustments on discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

Long-term debt includes $ 76 million and $ 85 million of hedging adjustments on discontinued hedging relationships as of March 31, 2026 and December 31, 2025, respectively.

Impact of hedging transactions

The following tables summarize the amounts recorded in income and expense line items and the effects thereon from fair value and cash flow hedging, including discontinued hedging relationships (in millions):

Three months ended September 30, 2025 Nine months ended September 30, 2025

Product sales Other income, net Interest expense, net Product sales Other income, net Interest expense, net

Three months ended March 31, 2026

Product sales Other income, net Interest expense, net

Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income

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The effects of cash flow and fair value hedging:

(Losses) gains on cash flow hedging relationships reclassified out of AOCI:

Losses on cash flow hedging relationships reclassified out of AOCI:

Foreign currency forward contracts $ ( 36 ) $ — $ —

Cross-currency swap contracts $ — $ ( 77 ) $ —

(Losses) gains on fair value hedging relationships—interest rate swap agreements:

Gains (losses) on fair value hedging relationships—interest rate swap agreements:

Hedged items (1)

$ — $ — $ ( 27 ) $ — $ — $ ( 184 )

Derivatives designated as hedging instruments $ — $ — $ ( 8 )

Three months ended September 30, 2024 Nine months ended September 30, 2024

Product sales Other income, net Interest expense, net Product sales Other income, net Interest expense, net

Three months ended March 31, 2025

Product sales Other income, net Interest expense, net

Total amounts recorded in income and (expense) line items presented in the Condensed Consolidated Statements of Income

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No portions of our cash flow hedge contracts were excluded from the assessment of hedge effectiveness.

As of September 30, 2025, the amount of net losses on our foreign currency forward and cross-currency swap contracts expected to be reclassified out of AOCI and recognized into earnings during the next 12 months was not material.

As of March 31, 2026, the amount of net losses on our foreign currency forward and cross-currency swap contracts expected to be reclassified out of AOCI and recognized into earnings during the next 12 months was $ 114 million.

Derivatives not designated as hedges

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Most of these exposures are hedged on a month-to-month basis.

As of September 30, 2025 and December 31, 2024, the total notional amounts of these foreign currency forward contracts were $ 245 million and $ 148 million, respectively.

Gains and losses recognized in earnings for our derivative instruments not designated as hedging instruments were not material for the three and nine months ended September 30, 2025 and 2024.

As of March 31, 2026 and December 31, 2025, the total notional amounts of these foreign currency forward contracts were $ 584 million and $ 240 million, respectively.

Gains and losses recognized in earnings for our derivative instruments not designated as hedging instruments were not material for the three months ended March 31, 2026 and 2025.

Fair values of derivatives

1 unchanged sentence

Derivative assets Derivative liabilities

September 30, 2025 Condensed Consolidated

March 31, 2026 Condensed Consolidated

Balance Sheets locations Fair values Condensed Consolidated

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Total derivatives designated as hedging instruments

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Other current assets

— Accrued liabilities

Total derivatives not designated as hedging instruments

Total derivatives $ 249 $ 792

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Total derivatives designated as hedging instruments

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Other current assets 1 Accrued liabilities 1

Total derivatives not designated as hedging instruments

Total derivatives $ 244 $ 827

For additional information, see Note 11, Fair value measurement.

Our derivative contracts that were in liability positions as of September 30, 2025, contain certain credit-risk-related contingent provisions that would be triggered if (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control.

Our derivative contracts that were in liability positions as of March 31, 2026, contain certain credit-risk-related contingent provisions that would be triggered if (i) we were to undergo a change in control and (ii) our or the surviving entity’s creditworthiness deteriorates, which is generally defined as having either a credit rating that is below investment grade or a materially weaker creditworthiness after the change in control.

If these events were to occur, the counterparties would have the right, but not the obligation, to close the contracts under early-termination provisions.

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In addition, our derivative contracts are not subject to any type of master netting arrangement, and amounts due either to or from a counterparty under the contracts may be offset against other amounts due either to or from the same counterparty only if an event of default or termination, as defined, were to occur.

The cash flow effects of our derivative contracts in the Condensed Consolidated Statements of Cash Flows are primarily included in Net cash provided by operating activities, except for the settlement of notional amounts of cross-currency swaps, which are included in Net cash used in financing activities.

The cash flow effects of our derivative contracts in the Condensed Consolidated Statements of Cash Flows are primarily included in Net cash provided by operating activities, except for certain circumstances, including the settlement of notional amounts of cross-currency swaps, which are included in Net cash provided by (used in) financing activities.

Contingencies and commitments

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We describe our legal proceedings and other matters that are significant or that we believe could become significant in this footnote and in Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025.

and in Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated.

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Our legal proceedings involve various aspects of our business and a variety of claims, some of which present novel factual allegations and/or unique legal theories.

In each of the matters described in this filing, in which we could incur a liability, our opponents seek an award of a not-yet-quantified amount of damages or an amount that is not material.

In addition, a number of the matters pending against us are at very early stages of the legal process, which in complex proceedings of the sort we face often extend for several years.

As a result, none of the matters described in this filing, in which we could incur a liability, have progressed sufficiently through discovery and/or the development of important factual information and legal issues to enable us to estimate a range of possible loss, if any, or such amounts are not material.

The outcomes of these proceedings are inherently uncertain and depend on a variety of factors, including the development of the factual record, judicial or administrative rulings, and, in certain cases, the outcome of appellate review.

Further, certain of the matters pending against us are at earlier stages of the legal process, which in complex proceedings of the sort we face often extend for several years, and have not progressed sufficiently through discovery and/or the development of important factual information and legal issues to enable us to estimate.

Accordingly, except for amounts accrued, in each of the matters described in this filing in which we could incur a liability, our opponents seek an award of a not-

yet-estimable amount of damages or an amount that is not material.

While it is not possible to accurately predict or determine the eventual outcomes of these matters, an adverse determination in one or more of these matters currently pending could have a material adverse effect on our consolidated results of operations, financial position or cash flows.

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Repatha Patent Litigation

Patent Disputes in the International Region

Unified Patent Court (UPC) of the European Union

On August 6, 2025, the Dusseldorf Local Division of the UPC stayed Sanofi’s lawsuit against Amgen alleging infringement of the European Patent No.

4,252,857 until the UPC Court of Appeals reaches a decision on the appeal from Sanofi’s lawsuit against Amgen involving European Patent No.

In March 2026, Sanofi SA, Regeneron Pharmaceuticals, Inc.

(Regeneron) and Amgen entered into a settlement agreement that resolved the following Repatha patent litigations, as detailed below.

As a result of the settlement between the parties, the following legal actions in Germany have been withdrawn:

actions filed by Sanofi-Aventis Deutschland GmbH and Regeneron in the Regional Court of Munich seeking damages arising from the provisional enforcement of an injunction based on Amgen’s European Patent No.

2,215,124 (the EP’124 Patent) against PRALUENT ® ;

the action filed by Sanofi Biotechnology SAS against Amgen GmbH and Amgen (Europe) B.V.

in the Regional Court of Dusseldorf alleging that the marketing and sale of Repatha infringes Regeneron’s European Patent No.

2,756,004 (the EP’004 Patent);

On August 12, 2025, the Court of Appeals of the UPC heard oral argument on Amgen’s appeal seeking to set aside the Central Division of the UPC’s decision to revoke Amgen’s European Patent No.

On September 15, 2025, Amgen and Sanofi Biotechnologies SAS and Regeneron Pharmaceuticals, Inc.

(Regeneron) filed respective Statements of Grounds of Appeal from the Dusseldorf Local Division of the UPC’s decision that the EP’712 Patent is valid but not infringed by Amgen.

and Amgen GmbH’s nullity action filed in the German Federal Patent Court seeking invalidation of Regeneron’s EP’004 Patent.

These withdrawals bring an end to these actions concerning the EP’124 and EP’004 patents.

Unified Patent Court of the European Union (UPC)

Actions concerning Amgen’s European Patent No.

3,666,797 (the EP’797 Patent)

As a result of the settlement between the parties, Sanofi-Aventis Deutschland GmbH, Sanofi-Aventis Groupe S.A., Sanofi Winthrop Industrie S.A.

(collectively, Sanofi-Aventis) withdrew its application for rehearing of the decision of the Court of Appeals of the UPC upholding the validity of the EP’797 Patent, and Amgen withdrew its case in the Munich Local Division of the UPC alleging that PRALUENT infringes Amgen’s EP’797 Patent.

These withdrawals bring these actions concerning Amgen’s EP’797 Patent to an end.

Actions concerning Regeneron’s European Patent No.

3,536,712 (the EP’712 Patent)

As a result of the settlement between the parties, Sanofi Biotechnologies SAS (Sanofi Biotechnologies) and Regeneron withdrew their appeal against the decision of the Dusseldorf Local Division of the UPC finding the EP’712 Patent not infringed by Amgen, and Amgen withdrew its counterclaims for revocation of the EP’712 Patent, bringing these actions to an end.

Actions concerning Regeneron’s European Patent No.

4,252,857 (the EP’857 Patent)

As a result of settlement between the parties, Sanofi Biotechnologies and Regeneron withdrew their action in the UPC that alleged Amgen’s Repatha infringes the EP’857 Patent and Amgen withdrew its counterclaims for revocation, bringing an end to these actions.

European Patent Office (EPO)

Proceedings concerning Amgen’s EP’797 Patent

As a result of the settlement between the parties, Sanofi and Regeneron withdrew their oppositions against the EP’797 Patent on March 9, 2026.

On March 11, 2026, the Technical Board of Appeal cancelled the oral hearing that was scheduled to begin on April 13, 2026, and officially closed the opposition proceedings on March 12, 2026.

Sanofi and Regeneron also withdrew their oppositions against Amgen’s EP’797 Patent, bringing an end to these proceedings.

Proceedings concerning Regeneron’s EP’712 Patent

As a result of the settlement between the parties, Amgen withdrew its opposition against Regeneron’s EP’712 Patent, bringing an end to this proceeding.

Proceedings concerning Regeneron’s EP’857 Patent

As a result of the settlement between the parties, Amgen withdrew its opposition against Regeneron’s EP’857 Patent.

Despite the withdrawal of Amgen’s opposition, the EPO notified Regeneron on March 26, 2026 that it intends to proceed without Amgen’s participation.

As a result of the settlement between the parties, Regeneron withdrew its invalidity trials against Amgen’s patent rights to PCSK9 antibodies in Japan, and Amgen withdrew its damages cases against Sanofi K.K.

for infringement of Amgen’s patent rights to PCSK9 antibodies in Japan, bringing an end to these actions.

Prolia/XGEVA Biologics Price Competition and Innovation Act (BPCIA) Litigation

Samsung Bioepis Co.

The parties entered into a confidential settlement agreement that resolves the patent litigation related to Samsung Bioepis Co Ltd.’s and Samsung Biologics Co., Ltd’s (collectively, Samsung) denosumab biosimilar products in the United States.

Accordingly, the U.S.

District Court for the District of New Jersey (New Jersey District Court) entered a Consent Order and Judgment on September 5, 2025, finding the claims of Amgen’s U.S.

patents asserted against Samsung are valid, enforceable and infringed by Samsung’s denosumab biosimilars in the United States.

In addition, Amgen and Samsung have reached a confidential settlement that allows Samsung to launch its biosimilar products in the United States.

Shanghai Henlius Biotech Inc.

On September 5, 2025, Shanghai Henlius Biotech Inc., Shanghai Henlius Biologics Co., Ltd., Organon LLC and Organon & Co.

responded to Amgen’s complaint, asserting counterclaims and affirmative defenses.

On October 10, 2025, Amgen responded to those counterclaims and asserted its affirmative defenses.

Hikma Pharmaceuticals USA Inc.

On September 5, 2025, Hikma Pharmaceuticals USA Inc., Gedeon Richter Plc., and Gedeon Richter USA, Inc.

responded to Amgen’s complaint, asserting counterclaims and affirmative defenses on September 5, 2025.

On October 10, 2025, Amgen responded to those counterclaims and asserted its affirmative defenses.

Biocon Biologics, Inc.

On September 5, 2025, Biocon Biologics, Inc., Biocon Biologics UK Limited, and Biocon Biologics Limited (collectively, Biocon) responded to Amgen’s complaint, asserting counterclaims and affirmative defenses.

Pursuant to a consent order providing leave to amend, Amgen filed an Amended Complaint on September 23, 2025, adding Biosimilars Newco Limited (BNCL) as a defendant to the litigation.

The parties entered into a confidential settlement agreement that resolves the patent litigation related to Biocon’s denosumab biosimilar products in the United States.

Accordingly, the New Jersey District Court entered a Consent Judgment and Injunction on September 30, 2025, finding the claims of Amgen’s U.S.

patents asserted against Biocon valid, enforceable and infringed by Biocon's denosumab biosimilars in the United States.

In addition, Amgen and Biocon have reached a confidential settlement that allowed Biocon to launch its biosimilar products in the United States as early as October 1, 2025.

Denosumab Patent Litigation (Multidistrict Litigations)

The claim construction hearing previously set by the New Jersey District Court was cancelled and on September 8, 2025, a new case schedule was issued for all matters pending in the multidistrict litigation.

Neither a claim construction hearing nor a trial date have been set.

The parties entered into a settlement agreement that resolves the patent litigation related to the accused denosumab biosimilar products in the United States.

District Court for the District of New Jersey (New Jersey District Court) entered a Consent Order and Judgment on March 31, 2026, finding the claims of Amgen’s U.S.

patents asserted against the Shanghai Henlius Biotech Inc., Shanghai Henlius Biologics Co., Ltd, Organon LLC and Organon & Co.

valid, enforceable and infringed by the accused denosumab biosimilar products in the United States.

Upon entry of the Consent Order and Judgment, all remaining claims and counterclaims were dismissed with prejudice.

v Alkem Laboratories Ltd., et al.

On February 26, 2026, Amgen responded to Alkem Laboratories Ltd., Ascend Laboratories, LLC, and Enzene Biosciences’ counterclaims.

PAVBLU ® (aflibercept-ayyh) Patent Litigation

On September 12, 2025, Amgen responded to Regeneron’s complaint asserting infringement of U.S.

12,331,099 (the ’099 Patent), denying infringement and asserting counterclaims seeking a declaratory judgment that the ’099 Patent is not infringed, invalid, and/or unenforceable, and counterclaims for Sherman Act (15 U.S.C.

§ 2) monopolization through Walker Process fraud, Sherman Act (15 U.S.C.

§ 2) attempted monopolization through Walker Process fraud, and unlawful and unfair practices under the California Unfair Competition Law.

By its counterclaims, Amgen seeks, among other remedies, damages and an injunction against conduct by Regeneron.

On September 29, 2025, the U.S.

District Court for the Northern District of West Virginia entered a scheduling order for the matters pending in the multidistrict litigation including a claim construction hearing for November 23, 2026.

United States

Regeneron Pharmaceuticals, Inc.

(action filed January 10, 2024) (the 2024 Action)

On March 6, 2026, Regeneron filed a Notice Regarding Case Narrowing in which it identified six patents (including U.S.

12,331,099 (the ’099 Patent) asserted in the 2025 Action described below) on which it intends to proceed against Amgen with respect to the 2 mg aflibercept product that is the subject of the multi-district proceeding, and requested dismissal with prejudice of its claims with respect to the fourteen patents asserted against Amgen in Regeneron’s complaint filed on January 10, 2024, as amended (the 2024 Complaint).

On April 8, 2026, the U.S.

District Court for the Northern District of West Virginia (the West Virginia District Court) granted Regeneron’s request to dismiss.

On April 16, 2026, by stipulation of the parties, the West Virginia District Court dismissed without prejudice Amgen’s counterclaims and defenses with respect to the fourteen patents that had been dismissed from the case.

On March 9, 2026, Amgen responded to Regeneron’s 2024 Complaint, denying infringement and asserting counterclaims seeking declaratory judgment that the asserted patents are not infringed, invalid, and/or unenforceable, and counterclaims for Sherman Act (15 U.S.C.

§ 2) monopolization and attempted monopolization through Walker Process fraud, and unlawful and unfair practices under the California Unfair Competition Law.

By its counterclaims, Amgen seeks, among other remedies, damages and an injunction against the conduct of Regeneron.

On March 23, 2026, Amgen filed a motion in the West Virginia District Court for a suggestion of remand to the U.S.

District Court for the Central District of California of both the 2024 Action and the 2025 Action, which motion Regeneron opposes.

On April 20, 2026, Regeneron filed a motion to strike certain of Amgen’s affirmative defenses and to dismiss certain of Amgen’s counterclaims pleaded in response to Regeneron’s 2024 Complaint, including the counterclaims for Sherman Act monopolization and attempted monopolization, and the counterclaim for unlawful and unfair practices under the California Unfair Competition Law.

Regeneron Pharmaceuticals, Inc.

(action filed June 17, 2025) (the 2025 Action)

On April 7, 2026, a hearing was held on Regeneron’s motion to strike certain of Amgen’s affirmative defenses and to dismiss certain of Amgen’s counterclaims to Regeneron’s complaint in this matter, including the counterclaim seeking a declaratory judgment that the ’099 Patent is unenforceable, the counterclaims for Sherman Act monopolization and attempted monopolization, and the counterclaim for unlawful and unfair practices under the California Unfair Competition Law.

On February 6, 2026, Regeneron, Bayer Healthcare LLC, Bayer Consumer Care AG, and Bayer (South East Asia) Pte.

filed a lawsuit against Amgen Singapore Manufacturing Pte.

(Amgen Singapore, a wholly-owned subsidiary of Amgen) in the High Court of the Republic of Singapore (the Singapore Court), asserting infringement of three Singapore patents based on Amgen’s manufacture of aflibercept in Singapore.

By its statement of claim, the claimants seek, among other remedies, an injunction prohibiting the use of the processes claimed in the asserted patents before the expiration of each of the patents found to be infringed.

Amgen responded to the statement of claim on March 20, 2026, denying infringement and

asserting a counterclaim seeking revocation of the asserted patents.

The claimants responded to Amgen’s counterclaim on April 22, 2026.

KYPROLIS ® (carfilzomib) Abbreviated New Drug Application (ANDA) Patent Litigation

Onyx Therapeutics, Inc.

Somerset Therapeutics, LLC

On October 3, 2025, based on a joint request by Onyx Therapeutics, Inc.

(Onyx Therapeutics, a wholly-owned subsidiary of Amgen) and Somerset Therapeutics, LLC (Somerset), the U.S.

District Court for the District of Delaware (Delaware District Court) entered a Stipulation and Order that the filing of Somerset’s ANDA infringed, and the making, using, offering to sell, selling or importing of its proposed ANDA product will infringe, U.S.

7,737,112 (the ’112 Patent), which Somerset admits is valid and enforceable.

The Stipulation and Order enjoins Somerset and its affiliates from engaging in infringing conduct during the term of the ’112 Patent, subject to the terms of a confidential settlement agreement.

Onyx Therapeutics, Inc.

Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited.

On September 4, 2025, Onyx Therapeutics filed a lawsuit in the Delaware District Court against Amneal Pharmaceuticals of New York, LLC and Amneal EU, Limited (collectively, Amneal), asserting infringement of the ’112 Patent based on Amneal’s submission of an application pursuant to Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act seeking FDA approval to market a generic version of KYPROLIS.

Onyx Therapeutics seeks an order from the Delaware District Court making any FDA approval of the defendant’s application effective no earlier than the expiration of the ’112 Patent.

Antitrust Actions

District Court for the District of Delaware scheduled a claim construction hearing for September 2, 2026 and scheduled the trial to begin on July 28, 2027.

Onyx Therapeutics, Inc.

Hetero USA Inc.

On March 24, 2026, Onyx Therapeutics, Inc.

(Onyx Therapeutics, a wholly-owned subsidiary of Amgen) filed a lawsuit in the U.S.

District Court for the District of Delaware (Delaware District Court) against Hetero USA Inc., Hetero Labs Limited, and Hetero Labs Limited Unit-VI (collectively, Hetero), asserting infringement of U.S.

7,737,112 (the ’112 Patent) based on Hetero’s submission of an ANDA seeking FDA approval to market a generic version of KYPROLIS.

Onyx Therapeutics seeks an order from the Delaware District Court making any FDA approval of Hetero’s application effective no earlier than the expiration of the ’112 Patent.

TAVNEOS ® (avacopan) Abbreviated New Drug Application (ANDA) Patent Litigation

ChemoCentryx, Inc.

Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Global FZE, and Zydus Lifesciences Limited

On April 27, 2026, the Zydus defendants responded to the complaint, asserting counterclaims for declaratory judgment of non-infringement and invalidity of U.S.

11,951,214 and 11,603,356 and raising affirmative defenses.

Antitrust Class Action

CareFirst of Maryland Antitrust Class Action

On September 30, 2025, the U.S.

District Court for the Eastern District of Virginia issued an order granting in part and denying in part Amgen’s motion to dismiss.

The court dismissed the plaintiffs’ antitrust claim under Puerto Rico law, and their unjust enrichment claims under the laws of seven states and Puerto Rico, but otherwise permitted the plaintiffs’ claims to proceed.

On March 18, 2026, the U.S.

District Court for the Eastern District of Virginia (District Court for the Eastern District of Virginia) granted Amgen’s motion and certified its order on the motion to dismiss for interlocutory review by the U.S.

Court of Appeals for the Fourth Circuit (Fourth Circuit Court of Appeals).

On March 27, 2026, Amgen filed its petition for permission for interlocutory review with the Fourth Circuit Court of Appeals, which was granted on April 20, 2026.

On April 1, 2026, Amgen filed a motion in the District Court for the Eastern District of Virginia seeking to stay the case while the interlocutory review process remains pending.

CareFirst’s opposition to the motion to stay was filed on April 15, 2026, and Amgen’s reply was filed on April 21, 2026.

Antitrust Action

On August 21, 2025, Amgen filed its reply to Sandoz Inc.’s opposition to Amgen’s motion to dismiss.

On February 17, 2026, the District Court for the Eastern District of Virginia granted Amgen’s motion to dismiss, dismissing Sandoz Inc.’s (Sandoz) federal antitrust claim with prejudice on the ground that it was a compulsory counterclaim that Sandoz was required to have brought in the prior patent case before the New Jersey District Court, and dismissing Sandoz’s state law claims without prejudice by declining to exercise supplemental jurisdiction over those claims.

On March 13, 2026, Sandoz filed a notice of appeal to the Fourth Circuit Court of Appeals.

Other Similar Antitrust Actions

In August and September 2025, the Company received service of process of seven cases that were filed in the California Superior Court for the County of Ventura that raise allegations substantially similar to those in the CareFirst of Maryland antitrust class action.

The cases were filed by:

Centene Corporation on July 29, 2025;

on July 29, 2025;

Molina Healthcare, Inc.

on July 29, 2025;

Blue Cross and Blue Shield of Florida, Inc.

(BCBSFL) on July 29, 2025;

Blue Cross and Blue Shield of Kansas City (BCBSKC) on July 29, 2025;

Blue Cross and Blue Shield of Massachusetts HMO Blue, Inc.

(BCBSMA) on August 8, 2025;

and Health Care Services Corp.

(HCSC) on August 21, 2025.

Amgen subsequently removed the cases filed by BCBSFL, BCBSKC, BCBSMA, and HCSC to the U.S.

District Court for the Central District of California.

On September 29, 2025, HCSC voluntarily dismissed its case without prejudice.

BCBSFL, BCBSKC, and BCBSMA voluntarily dismissed their cases without prejudice on October 1, 2025.

On February 26, 2026, Amgen filed its reply to Centene’s opposition to Amgen’s demurrer.

On April 24, 2026, a hearing on Amgen’s demurrers to the Centene, Humana and Molina complaints was held.

Tax Litigation and Related Matters

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149 Pension Fund)

On September 11, 2025, the U.S.

District Court for the Southern District of New York issued an order that extended deadlines.

Pursuant to the order, the class certification briefing will be completed by April 24, 2026.

The last day to file summary judgment motions is December 21, 2026, but no briefing schedule has been set.

On April 23, 2026, Amgen filed its non-opposition to plaintiff’s motion for class certification.

ChemoCentryx, Inc.

Securities Matters

On August 15, 2025, the U.S.

District Court for the Northern District of California granted defendants’, including ChemoCentryx’s, motion for summary judgment in its entirety and denied lead plaintiff’s motion for partial summary judgment.

On September 12, 2025, the lead plaintiff filed a notice of appeal to the Ninth Circuit Court of Appeals;

its opening brief is due December 5, 2025.

On March 13, 2026, the lead plaintiff filed an unopposed motion for preliminary approval of the settlement between the parties.

A hearing on that motion is scheduled for May 21, 2026.

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-Q

Item 1. Financial Statements