What changed in this filing

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Item 2. Management’s Discussion and Analysis

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The following MD&A is intended to assist the reader in understanding Amgen’s business.

MD&A is provided as a supplement to, and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

MD&A is provided as a supplement to, and should be read in conjunction with, both the condensed consolidated financial statements and accompanying notes of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025.

Our results of operations discussed in MD&A are presented in conformity with GAAP.

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Risk Factors in Part II herein and in Part I, Item 1A.

Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024, and in Part II, Item 1A.

Risk Factors of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made.

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

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

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

Tariffs and trade protection measures

Numerous tariffs and trade protection measures have been proposed, and in a number of cases, implemented by the United States and other countries.

These tariffs and trade protection measures include the universal 10% tariff on goods imported into the United States, the July Tariff EOs imposing additional country-specific tariffs for more than 60 countries, the trade framework with the EU effective September 2025 that imposes a baseline 15% tariff on most goods from the EU, bilateral trade deals with certain other countries such as Vietnam, Japan and the United Kingdom for special tariff rates, China’s country-specific tariff that is expected to become effective on November 10, 2025, and retaliatory tariffs on U.S.

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

Further, there are a number of proposed and potential sector-specific tariffs on our industry that are in development.

See Part II, Item 1A.

Risk Factors —Global economic conditions may negatively affect us and may magnify certain risks that affect our business, of this Quarterly Report on Form 10-Q for further discussion.

While existing tariffs have not had a material adverse effect on our results of operations for the nine months ended September 30, 2025, certain tariffs that are currently in effect, or anticipated to take effect in the future, are expected to further increase our manufacturing and operating expenses in future quarters, including the cost to deliver products to markets, cost of sourcing materials for the manufacturing of our products and cost of materials used in our R&D activities.

Furthermore, such tariffs may increasingly affect the cost to expand our manufacturing capacity in the United

States, including increased construction costs and/or delays in construction for our Ohio and North Carolina facilities.

Additionally, retaliatory tariffs imposed by other countries may adversely affect our business, operations and delivery and launches of products in such markets, including the performance of our collaborations in such markets.

However, the degree of adverse effects from any tariffs on our business and operations in future periods will depend on various factors, including the application and rates of such tariffs, as well as the expansion of such tariffs to include certain goods (such as pharmaceutical products), the magnitude of response by other countries to U.S.

tariffs and the length of time such tariffs are in effect.

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

Risk Factors, of this Quarterly Report on Form 10-Q.

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

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

Macroeconomic and other challenges

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 of new, retaliatory or sector-specific tariffs, along with ongoing geopolitical conflicts and rising geopolitical tensions, continue to create additional uncertainty in global macroeconomic conditions.

Uncertain macroeconomic conditions, including the risk of inflation, fluctuating interest rates and financial system instability, together with rising healthcare costs, evolving tariffs and trade protection measures, and expanding geopolitical conflict, including in the Middle East, continue to pose challenges to our business.

The expanding geopolitical conflict, particularly in the Middle East, has increased volatility in the energy and transportation markets and disrupted global supply chains.

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 negatively affected, and are likely to continue to negatively 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) that is aimed at using price benchmarks from other developed countries to set U.S.

pricing targets, and the July MFN Letter that was delivered to many pharmaceutical companies, including Amgen, and called for drug manufacturers to:

1) extend MFN pricing to Medicaid;

2) guarantee MFN pricing to Medicaid, Medicare and commercial payers on all newly launched drugs;

3) use future increased revenues from outside the United States to reduce U.S.

and 4) participate in direct-to-consumer models to provide MFN pricing for certain drugs.

The details of these drug pricing actions and how they might be operationalized are unclear, but if put into place they could reasonably be expected to adversely affect our business.

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 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.

See Part II, Item 1A.

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federal coverage and reimbursement policies and practices have affected, and are likely to continue to affect, access to, pricing of, and sales of our products, of this Quarterly Report on Form 10-Q for further discussion.

Numerous tariffs and trade protection measures have been proposed, and in a number of cases, implemented by the United States and other countries.

Further, there have been previous proposals for sector-specific tariffs on our industry.

In April 2026, the Administration issued a proclamation imposing Section 232 tariffs on certain patented pharmaceuticals and associated active pharmaceutical ingredients.

However, in December 2025, in recognition of our capital investments in U.S.

manufacturing, we received relief from Section 232 tariffs for approximately the next three years.

Given the many uncertainties and variables, tariffs and trade protection measures may adversely affect our business and results of operations.

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

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Significant developments

The following is a summary of select significant developments affecting our business that occurred since the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

For additional developments, see our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

The following is a summary of select significant developments affecting our business that occurred since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025.

For additional developments, see our Annual Report on Form 10-K for the year ended December 31, 2025.

Products/pipeline

In August 2025, we announced that the FDA broadened the approved use of Repatha to include adults at increased risk for major adverse cardiovascular events (MACE) due to uncontrolled low-density lipoprotein cholesterol (LDL-C).

The update removes a prior requirement for a patient to have been diagnosed with cardiovascular (CV) disease.

In October 2025, we announced that the Phase 3 VESALIUS-CV trial met its dual primary endpoints demonstrating that Repatha significantly reduced the risk of MACE in individuals without a prior history of heart attack or stroke.

No new safety signals were observed.

In October 2025, we announced that the FDA approved TEZSPIRE for the add-on maintenance treatment of inadequately controlled chronic rhinosinusitis with nasal polyps (CRSwNP) in adult and pediatric patients aged 12 years and older.

Bemarituzumab

In November 2025, we announced that FORTITUDE-102, a Phase 1b/3 study of bemarituzumab plus chemotherapy and nivolumab in patients with first-line gastric cancer, was stopped.

In April 2026, we announced positive topline results from a Phase 3 trial of TEPEZZA administered by subcutaneous injection via an on-body injector (OBI) in participants with moderate-to-severe active thyroid eye disease (TED) that demonstrated that TEPEZZA OBI provides comparable efficacy to intravenous TEPEZZA (TEPEZZA IV).

The Phase 3 TEPEZZA OBI trial met its primary endpoint in moderate-to-severe active TED, showing a statistically significant and clinically meaningful 77% proptosis response rate during the 24-week placebo-controlled period.

The trial also met a key secondary endpoint, with a mean reduction in proptosis of -3.17 mm at week 24.

The overall safety results were generally consistent with the known safety profile of TEPEZZA IV.

Mild-to-moderate injection site reactions were observed with subcutaneous administration in some patients, which did not result in treatment interruption or discontinuation.

Full results from the TEPEZZA Phase 3 OBI trial will be presented at an upcoming medical congress.

Additionally, a separate Phase 3b/4 trial, conducted to fulfill an FDA postmarketing requirement for TEPEZZA IV, has been completed.

The primary objective of the study was to evaluate the safety and tolerability of three treatment durations (four, eight and 16 infusions) of TEPEZZA IV and assess the need for retreatment.

The study was descriptive in nature.

The observed risk profile was consistent with the known profile of TEPEZZA IV.

The postmarketing data will be submitted to regulatory authorities and presented at an upcoming medical congress.

On March 31, 2026, the FDA issued a DSC in which it alerted patients and health care professionals about serious liver injury cases, including fatal cases, of DILI associated with TAVNEOS.

The DSC is based on data available through October 9, 2024 and provides information about DILI and VBDS associated with TAVNEOS.

Since approval in 2021, cases of VBDS have been reported, largely from Japan and none from the United States.

Most patients who had VBDS were aged 65 years and older, and most cases occurred within 90 days of starting TAVNEOS.

VBDS has been fatal in some of these patients.

On April 29, 2026, the Company submitted a Changes Being Effected (CBE-30) supplement to the FDA.

The CBE-30 filing amends the hepatotoxicity warning language in the label to provide more information on cases of VBDS that have been observed in the postmarketing setting, including that cases with fatal outcomes have been reported, and modifies language regarding liver panel testing and treatment discontinuation rules.

On April 27, 2026, CDER issued a proposal to withdraw approval of TAVNEOS, alleging 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.

For additional information, see

Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, and Part II, Item 1A.

Risk Factors— Our current products and products in development cannot be sold without regulatory approval, of this Quarterly Report on Form 10-Q.

Selected financial information

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Product sales

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Diluted shares 544 541 1 %

In the following discussion of changes in product sales, any reference to unit demand growth or decline refers to changes in purchases of our products by healthcare providers (such as physicians or their clinics), dialysis centers, hospitals and pharmacies.

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) as may be noted.

Total product sales increased 12% and 11% for the three and nine months ended September 30, 2025, respectively, driven by volume growth of 14% for both periods, partially offset by declines in net selling price of 4% and 3%, respectively.

For the three months ended September 30, 2025, U.S.

volume grew 13% and ROW volume grew 16%, driven by volume growth in certain brands, including PAVBLU, Repatha, EVENITY, IMDELLTRA/IMDYLLTRA, TEZSPIRE and BLINCYTO.

For the nine months ended September 30, 2025, U.S.

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

For the remainder of 2025, we expect volume growth from certain brands to be partially offset by net selling price declines.

Other revenues increased 19% and 7% for the three and nine months ended September 30, 2025, respectively, primarily driven by higher royalty income.

Operating expenses increased 9% and 6% for the three and nine months ended September 30, 2025, respectively, driven by investments in Later-Stage Clinical Programs and Otezla intangible asset impairment charges, partially offset by lower amortization expense from the fair value step-up of inventory acquired from Horizon.

See Note 8, Goodwill and other intangible assets, to the condensed 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, inappropriate expanded utilization of the 340B Program and growth in numbers of Medicaid enrollees and uninsured individuals.

* Change in excess of 100%

In the following discussion of changes in product sales, any reference to volume growth or decline refers to changes in purchases of our products by healthcare providers (such as physicians or their clinics), dialysis centers, hospitals and pharmacies.

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

Total product sales increased 4% for the three months ended March 31, 2026, driven by volume growth of 9%, partially offset by declines in net selling price of 2% and 2% from lower wholesaler and end user inventory.

For the three months ended March 31, 2026, U.S.

volume grew 8% and ROW volume grew 13%, driven by certain brands, including Repatha, IMDELLTRA/IMDYLLTRA, PAVBLU, UPLIZNA and EVENITY.

Other revenues increased 45% for the three months ended March 31, 2026, driven by higher corporate partner revenue and royalty income.

Operating expenses decreased 15% for the three months ended March 31, 2026, reflecting the Otezla intangible asset impairment charge recorded in the first quarter of 2025 and lower amortization expense from acquisition-related assets, partially offset by higher spend in Later-Stage Clinical Programs.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charge.

Uncertain macroeconomic conditions, including ongoing geopolitical conflict and rising geopolitical tensions, changes in the healthcare ecosystem, and potential government policy actions, including MFN pricing or similar drug pricing reforms and tariffs or trade protection measures, 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.

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and Part II, Item 1A.

Risk Factors, of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025.

Risk Factors, of this Quarterly Report on Form 10-Q.

Results of operations

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Prolia $ 1,139 $ 1,045 9 % $ 3,360 $ 3,209 5 %

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Repatha $ 876 $ 656 34 %

ENBREL 580 825 (30) % 1,694 2,301 (26) %

Otezla 585 564 4 % 1,640 1,502 9 %

XGEVA 539 541 0 % 1,637 1,664 (2) %

Prolia 727 1,099 (34) %

EVENITY 562 442 27 %

TEPEZZA 490 381 29 %

Otezla 431 437 (1) %

BLINCYTO 415 370 12 %

Nplate 412 313 32 %

XGEVA 411 566 (27) %

KYPROLIS 330 324 2 %

ENBREL 320 510 (37) %

Aranesp 311 340 (9) %

377 269 40 % 1,004 676 49 %

KRYSTEXXA 320 310 3 % 905 839 8 %

Vectibix 287 267 7 %

UPLIZNA 262 91 *

IMDELLTRA/IMDYLLTRA 258 81 *

KRYSTEXXA 255 236 8 %

Other products (2)

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Total product sales $ 8,218 $ 7,873 4 %

* Change in excess of 100%

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

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Business—Marketing, Distribution and Selected Marketed Products;

(ii) Part I, Item 1A.

Risk Factors;

and (iii) Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview, and Results of operations—Product sales, as well as in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025:

(i) Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of operations—Product sales;

and (ii) Part II, Item 1A.

(ii) Part I, Item 1.

Business—Reimbursement;

(iii) Part I, Item 1A.

Risk Factors;

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

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Prolia — U.S.

$ 806 $ 683 18 % $ 2,271 $ 2,110 8 %

Prolia — ROW 333 362 (8) % 1,089 1,099 (1) %

Total Prolia $ 1,139 $ 1,045 9 % $ 3,360 $ 3,209 5 %

The increase in global Prolia sales for the three months ended September 30, 2025 was primarily driven by favorable changes to estimated sales deductions of 14%, partially offset by lower net selling price.

The increase in global Prolia sales for the nine months ended September 30, 2025 was driven by volume growth.

For the remainder of 2025, we expect sales erosion driven by biosimilar competition, as biosimilars have launched in the U.S.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, Part I, Item 1.

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

For a discussion of litigation, including associated settlements, related to Prolia, see Part IV—Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024;

and 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, June 30, 2025 and September 30, 2025.

and (iv) Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview, and Results of operations—Product sales.

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

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Repatha — U.S.

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Total Repatha $ 876 $ 656 34 %

The increases in global Repatha sales for the three and nine months ended September 30, 2025 were primarily driven by volume growth.

For a discussion of ongoing litigation related to Repatha, see Part IV—Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024;

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

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ENBREL — U.S.

$ 574 $ 817 (30) % $ 1,675 $ 2,280 (27) %

ENBREL — Canada 6 8 (25) % 19 21 (10) %

Total ENBREL $ 580 $ 825 (30) % $ 1,694 $ 2,301 (26) %

The decrease in ENBREL sales for the three months ended September 30, 2025 was primarily driven by lower net selling price of 38% resulting from the impact of the U.S.

Medicare Part D redesign and increased 340B Program mix, partially offset by favorable changes to estimated sales deductions and volume growth.

The decrease in ENBREL sales for the nine months ended September 30, 2025 was driven by lower net selling price of 30% resulting from increased 340B Program mix, the impact of the U.S.

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

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

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Otezla — U.S.

$ 473 $ 460 3 % $ 1,328 $ 1,185 12 %

Otezla — ROW 112 104 8 % 312 317 (2) %

Total Otezla $ 585 $ 564 4 % $ 1,640 $ 1,502 9 %

The increase in global Otezla sales for the three months ended September 30, 2025 was primarily driven by volume growth of 6% and favorable changes to estimated sales deductions of 5%, partially offset by lower net selling price of 5%.

The increase in global Otezla sales for the nine months ended September 30, 2025 was driven by volume growth of 5%, favorable changes to estimated sales deductions of 3% and higher net selling price of 2%.

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 Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charges.

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

The increase in global Repatha sales for the three months ended March 31, 2026 was driven by volume growth of 35% and favorable changes to estimated sales deductions of 8%, partially offset by lower net selling price of 7%.

For a discussion of litigation, including associated settlements, related to Repatha, see Part IV—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 Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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

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Prolia — U.S.

$ 461 $ 720 (36) %

XGEVA — ROW 182 168 8 % 573 526 9 %

Total XGEVA $ 539 $ 541 0 % $ 1,637 $ 1,664 (2) %

Global XGEVA sales remained relatively unchanged for the three months ended September 30, 2025, as favorable changes to estimated sales deductions of 6% were offset by lower volume of 3% and lower inventory.

The decrease in global XGEVA sales for the nine months ended September 30, 2025 was driven by lower volume.

For the remainder of 2025, we expect sales erosion driven by biosimilar competition, as biosimilars have launched in the U.S.

Prolia — ROW 266 379 (30) %

Total Prolia $ 727 $ 1,099 (34) %

The decrease in global Prolia sales for the three months ended March 31, 2026 was primarily driven by lower volume of 17%, lower net selling price of 10% and 4% from lower inventory.

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

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1.

For a discussion of litigation, including associated settlements, related to XGEVA, see Part IV—Note 20, Contingencies and commitments, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024;

Business—Marketing, Distribution and Selected Marketed Products, 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.

and Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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

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EVENITY — U.S.

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Total EVENITY $ 562 $ 442 27 %

The increases in global EVENITY sales for the three and nine months ended September 30, 2025 were driven by volume growth.

The increase in global EVENITY sales for the three months ended March 31, 2026 was driven by volume growth.

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

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TEPEZZA — U.S.

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* Change in excess of 100%

The increase in global TEPEZZA sales for the three months ended September 30, 2025 was driven by higher inventory and higher net selling price.

The increase in global TEPEZZA sales for the nine months ended September 30, 2025 was driven by higher net selling price of 5% and higher inventory of 2%, partially offset by lower volume.

The increase in global TEPEZZA sales for the three months ended March 31, 2026 was driven by a 22% impact from higher inventory, and higher net selling price.

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

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Otezla — U.S.

$ 352 $ 343 3 %

Otezla — ROW 79 94 (16) %

Total Otezla $ 431 $ 437 (1) %

Global Otezla sales decreased 1% for the three months ended March 31, 2026, as lower net selling price of 8% and lower volume of 2% were offset by favorable changes to estimated sales deductions.

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 Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements, for additional information related to the Otezla intangible asset impairment charge recorded in 2025.

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

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BLINCYTO — U.S.

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Total BLINCYTO $ 415 $ 370 12 %

The increase in global BLINCYTO sales for the three months ended September 30, 2025 was driven by volume growth of 31%, partially offset by lower inventory.

The increase in global BLINCYTO sales for the nine months ended September 30, 2025 was primarily driven by volume growth.

The increase in global BLINCYTO sales for the three months ended March 31, 2026 was driven by volume growth of 19%, partially offset by unfavorable changes to estimated sales deductions.

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

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Nplate — U.S.

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Total Nplate $ 412 $ 313 32 %

Global Nplate sales for the three months ended September 30, 2025 remained relatively unchanged and included U.S.

government orders of $90 million and $128 million for the three months ended September 30, 2025 and 2024, respectively.

Excluding the U.S.

government orders from this comparison, global Nplate sales increased 12% for the three months ended September 30, 2025, driven by volume growth.

Global Nplate sales for the nine months ended September 30, 2025 increased 2% and included U.S.

government orders of $90 million and $128 million for the nine months ended September 30, 2025 and 2024, respectively.

Global Nplate sales for the three months ended March 31, 2026 increased 32% and included a U.S.

government order of $60 million for the three months ended March 31, 2026.

Excluding the U.S.

government orders from this comparison, global Nplate sales increased 6% for the nine months ended September 30, 2025, primarily driven by volume growth.

government order from this comparison, global Nplate sales increased 12% for the three months ended March 31, 2026, driven by volume growth of 8% and higher net selling price.

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

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$ 228 $ 360 (37) %

XGEVA — ROW 183 206 (11) %

Total XGEVA $ 411 $ 566 (27) %

The decrease in global XGEVA sales for the three months ended March 31, 2026 was driven by lower volume of 19% and lower net selling price.

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

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, Part I, Item 1.

and Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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

Three months ended

2026 2025 Change

TEZSPIRE — U.S.

$ 343 $ 285 20 %

The increase in TEZSPIRE sales for the three months ended March 31, 2026 was driven by volume growth of 32%, partially offset by 8% from lower inventory.

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

2026 2025 Change

KYPROLIS — U.S.

2 unchanged sentences

Total KYPROLIS $ 330 $ 324 2 %

The decreases in global KYPROLIS sales for the three and nine months ended September 30, 2025 were driven by lower volume due to increased competition.

The increase in global KYPROLIS sales for the three months ended March 31, 2026 was primarily driven by higher net selling price.

For a discussion of ongoing litigation related to KYPROLIS, see Part IV—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 Note 13, Contingencies and commitments, to the condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

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

Three months ended

2026 2025 Change

ENBREL — U.S.

$ 314 $ 504 (38) %

ENBREL — Canada 6 6 — %

Total ENBREL $ 320 $ 510 (37) %

The decrease in ENBREL sales for the three months ended March 31, 2026 was primarily driven by unfavorable changes to estimated sales deductions of 18% and lower net selling price of 15% resulting from the impact of U.S.

Medicare Part D price setting under the IRA, effective January 1, 2026, as well as an increased 340B Program mix.

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

2026 2025 Change

Aranesp — U.S.

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Total Aranesp $ 311 $ 340 (9) %

The increases in global Aranesp sales for the three and nine months ended September 30, 2025 were driven by volume growth of 10% and 5%, respectively, partially offset by unfavorable changes to foreign currency exchange rates of 2% for each period and lower net selling price.

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

TEZSPIRE — U.S.

$ 377 $ 269 40 % $ 1,004 $ 676 49 %

The increase in TEZSPIRE sales for the three months ended September 30, 2025 was driven by volume growth of 48%, partially offset by lower net selling price.

The increase in TEZSPIRE sales for the nine months ended September 30, 2025 was primarily driven by volume growth.

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

KRYSTEXXA — U.S.

$ 320 $ 310 3 % $ 905 $ 839 8 %

The increase in KRYSTEXXA sales for the three months ended September 30, 2025 was driven by volume growth of 9% and higher net selling price of 3%, partially offset by lower inventory of 10%.

The increase in KRYSTEXXA sales for the nine months ended September 30, 2025 was driven by volume growth.

The decrease in global Aranesp sales for the three months ended March 31, 2026 was driven by lower volume of 5%, lower net selling price of 2% and lower inventory.

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

2026 2025 Change

Vectibix — U.S.

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Total Vectibix $ 287 $ 267 7 %

Global Vectibix sales remained relatively unchanged for the three months ended September 30, 2025.

The increase in global Vectibix sales for the nine months ended September 30, 2025 was driven by volume growth.

The increase in global Vectibix sales for the three months ended March 31, 2026 was driven by volume growth of 11%, partially offset by lower inventory.

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

Three months ended

2026 2025 Change

UPLIZNA — U.S.

UPLIZNA — ROW 16 9 78 %

Total UPLIZNA $ 262 $ 91 *

* Change in excess of 100%

The increase in global UPLIZNA sales for the three months ended March 31, 2026 was primarily driven by volume growth.

IMDELLTRA/IMDYLLTRA

Total IMDELLTRA/IMDYLLTRA sales by geographic region were as follows (dollar amounts in millions):

Three months ended

2026 2025 Change

IMDELLTRA — U.S.

IMDYLLTRA — ROW 70 2 *

Total IMDELLTRA/IMDYLLTRA $ 258 $ 81 *

* Change in excess of 100%

The increase in global IMDELLTRA/IMDYLLTRA sales for the three months ended March 31, 2026 was driven by volume growth.

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

Three months ended

2026 2025 Change

KRYSTEXXA — U.S.

$ 255 $ 236 8 %

The increase in KRYSTEXXA sales for the three months ended March 31, 2026 was primarily driven by higher net selling price of 20%, partially offset by 8% from lower inventory, and unfavorable changes to estimated sales deductions.

Other products

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Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

$ 156 $ 136 15 % $ 436 $ 341 28 %

57 59 (3) % 147 213 (31) %

2026 2025 Change

PAVBLU — U.S.

212 — N/A 437 — N/A

PAVBLU — ROW 1 — N/A 5 — N/A

PAVBLU — ROW 4 — N/A

AMJEVITA — U.S.

16 28 (43) % 20 49 (59) %

AMGEVITA — ROW

138 138 — % 403 418 (4) %

UPLIZNA — U.S.

146 74 97 % 360 221 63 %

UPLIZNA — ROW 9 32 (72) % 62 57 9 %

IMDELLTRA — U.S.

Neulasta — U.S.

Neulasta — ROW 16 20 (20) %

96 138 (30) %

IMDYLLTRA — ROW

34 — N/A 63 — N/A

TAVNEOS — U.S.

101 74 36 % 281 180 56 %

TAVNEOS — ROW 5 13 (62) %

RAVICTI — U.S.

104 98 6 % 294 286 3 %

RAVICTI — ROW 1 9 (89) % 10 12 (17) %

Neulasta — U.S.

72 84 (14) % 244 246 (1) %

Neulasta — ROW 20 26 (23) % 59 87 (32) %

LUMAKRAS — U.S.

57 53 8 % 164 161 2 %

LUMYKRAS — ROW

39 45 (13) % 107 104 3 %

Parsabiv — U.S.

42 32 31 % 143 164 (13) %

Parsabiv — ROW 44 38 16 %

Aimovig — U.S.

90 77 17 % 239 222 8 %

Aimovig — ROW 6 5 20 %

WEZLANA — U.S.

— — N/A 123 — N/A

WEZENLA — ROW 44 5 * 106 6 *

PROCYSBI — U.S.

62 57 9 % 174 160 9 %

PROCYSBI — ROW 1 2 (50) %

WEZLANA — U.S.

WEZENLA — ROW 43 27 59 %

244 312 (22) %

Other — ROW (1)

48 41 17 % 153 147 4 %

Total other products $ 1,528 $ 1,475 4 %

2 unchanged sentences

Total other products $ 1,528 $ 1,475 4 %

N/A = not applicable

* Change in excess of 100%

(1) Consists of product sales from AVSOLA, KANJINTI, EPOGEN, RIABNI, BKEMV/BEKEMV, ACTIMMUNE, NEUPOGEN, IMLYGIC, Corlanor, RAYOS, BUPHENYL, QUINSAIR, DUEXIS, Sensipar/Mimpara and PENNSAID.

N/A = not applicable

(1) Consists of product sales from KANJINTI, AVSOLA, RAVICTI, BKEMV/BEKEMV, RIABNI, EPOGEN, NEUPOGEN, IMLYGIC, ACTIMMUNE, Sensipar/Mimpara, RAYOS, BUPHENYL, QUINSAIR, DUEXIS, Corlanor and PENNSAID.

Operating expenses

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Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

2026 2025 Change

Operating expenses:

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Cost of sales

Cost of sales decreased to 32.2% and 33.7% of total revenues for the three and nine months ended September 30, 2025, respectively, driven by lower amortization expense from 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.

Cost of sales decreased to 31.8% of total revenues for the three months ended March 31, 2026, due to lower amortization expense from acquisition-related assets, partially offset by higher profit share and royalty expense and changes in our sales mix.

Research and development

The increase in R&D expense for the three months ended September 30, 2025, was driven by investments in Later-Stage Clinical Programs, including those related to MariTide.

The increase in R&D expense for the nine months ended September 30, 2025, was driven by investments in Later-Stage Clinical Programs, including those related to MariTide, partially offset by lower spend in Marketed Product Support and Research and Early Pipeline.

The increase in R&D expense for the three months ended March 31, 2026, was driven by higher spend in Later-Stage Clinical Programs, including those related to MariTide.

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

Selling, general and administrative

The increase in SG&A expense for the three months ended September 30, 2025, was driven by higher general and administrative expenses, partially offset by lower Horizon acquisition-related expenses.

The decrease in SG&A expense for the nine months ended September 30, 2025, was primarily driven by lower commercial product-related expenses and lower Horizon acquisition-related expenses, partially offset by higher general and administrative expenses.

Other operating expenses for the three and nine months ended September 30, 2025, included Otezla intangible asset impairment charges of $400 million and $1.2 billion, respectively.

The decrease in SG&A expense for the three months ended March 31, 2026, was due to lower general and administrative expenses, partially offset by higher commercial product-related expenses.

Other operating income for the three months ended March 31, 2026, included litigation settlements.

Other operating expenses for the three months ended March 31, 2025, included the Otezla intangible asset impairment charge of $800 million.

See Note 8, Goodwill and other intangible assets, to the condensed consolidated financial statements.

Other operating expenses for the three and nine months ended September 30, 2024, included impairment charges associated with IPR&D assets and changes in the fair values of contingent consideration liabilities, both related to our Teneobio, Inc.

acquisition from 2021.

Nonoperating expenses/income and income taxes

1 unchanged sentence

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Interest expense, net $ (657) $ (723)

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Interest expense, net

Interest expense, net, decreased for the three and nine months ended September 30, 2025, primarily due to lower average debt outstanding.

Interest expense, net, decreased for the three months ended March 31, 2026, primarily due to lower average debt outstanding driven by deleveraging in 2025 and, to a lesser extent, lower weighted-average fixed and floating interest rates on the debt.

Other income, net

Other income, net, increased for the three and nine months ended September 30, 2025, primarily due to higher net unrealized gains on equity investments, primarily BeOne.

Other income, net, decreased for the three months ended March 31, 2026, primarily due to net unrealized losses on equity investments, primarily BeOne, in the current-year period compared to net unrealized gains on equity investments, primarily BeOne, in the prior-year period.

See Note 6, Investments, to the condensed consolidated financial statements.

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).

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.

Effective January 1, 2024, select individual countries, including the United Kingdom and EU member countries, have enacted the global minimum tax agreement.

Additional countries, including Singapore, enacted the minimum tax agreement, effective January 1, 2025.

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

Due to the currently enacted scope of the agreement, the Company and its subsidiaries are now subject to a 15% minimum tax rate on adjusted financial statement income.

In June 2025, the United States and the other six countries that make up the G7 nations jointly announced that U.S.

companies would be exempted from certain minimum taxes related to the OECD agreement.

However, significant details regarding the G7 announcement remain uncertain and individual countries that have enacted the OECD agreement, including countries not within the G7, must amend their local legislation for the G7 announcement to become effective.

The continued response of other countries, including the U.S.

territory of Puerto Rico to the OECD agreement and the G7 announcement remains highly uncertain.

The continued enactment of the OECD 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.

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.

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 administrative guidance related to the global minimum tax agreement that, when fully enacted, will exempt U.S.

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

Countries have begun to enact, or have announced intentions to enact, the new guidance, and we continue to monitor the potential impact to our 2026 tax rate.

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 tax rate changes on foreign earnings.

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

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.

2 unchanged sentences

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.

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.

See our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, Part II, 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 the OBBBA.

Such tax liabilities could adversely affect our profitability and results of operations, and Note 4, Income taxes, to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q for further discussion.

See Part I, Item 1A.

Such tax liabilities could adversely affect our profitability and results of operations of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 4, Income taxes, to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q for further discussion.

Financial condition, liquidity and capital resources

Selected financial data were as follows (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 12,038 $ 9,129

4 unchanged sentences

Cash and cash equivalents

Our balance of cash and cash equivalents was $9.4 billion as of September 30, 2025.

Our balance of cash and cash equivalents was $12.0 billion as of March 31, 2026.

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

1 unchanged sentence

Capital allocation

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.

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 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.

The timing and amount of future dividends and stock repurchases will vary based on a number of factors, including future capital requirements for strategic transactions, debt levels and debt service requirements, our credit rating, availability of financing on acceptable terms, changes to applicable tax laws or corporate laws, changes to our business model and periodic determination by our Board of Directors that cash dividends and/or stock repurchases are in the best interests of stockholders and are in compliance with applicable laws and the Company’s agreements.

The timing and amount of future dividends and stock repurchases will vary based on a number of factors,

including future capital requirements for strategic transactions, debt levels and debt service requirements, our credit rating, availability of financing on acceptable terms, changes to applicable tax laws or corporate laws, changes to our business model and periodic determination by our Board of Directors that cash dividends and/or stock repurchases are in the best interests of stockholders and are in compliance with applicable laws and the Company’s agreements.

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, accelerated share repurchases and market transactions.

In August 2025, March 2025 and December 2024, our Board of Directors declared quarterly cash dividends of $2.38 per share of common stock, which were paid in September 2025, June 2025 and March 2025, respectively, an increase of 6% over the quarterly cash dividends paid each quarter in 2024.

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

During the nine months ended September 30, 2025, 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.

As a result of stock repurchases and quarterly dividend payments, we have an accumulated deficit as of September 30, 2025 and December 31, 2024.

In December 2025, our Board of Directors declared a quarterly 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, which was paid in March 2026.

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

During the three months ended March 31, 2026, 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.

As a result of stock repurchases and quarterly dividend payments, we have an accumulated deficit as of March 31, 2026 and December 31, 2025.

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.

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

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

During the nine months ended September 30, 2025 and 2024, we repurchased aggregate principal amounts of our debt of $1.0 billion and $875 million, respectively, for aggregate costs of $683 million and $659 million, respectively, which resulted in the recognition of gains on extinguishment of debt of $264 million and $215 million, respectively, recorded in Other income, net, in the Condensed Consolidated Statements of Income.

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.

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.

During the three months ended March 31, 2026, we repaid the €750 million aggregate principal amount of our 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.

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

During the three months ended March 31, 2026 and 2025, we repurchased aggregate principal amounts of our debt of $324 million and $414 million, respectively, for aggregate costs of $233 million and $301 million, respectively, which resulted in the recognition of gains on extinguishment of debt of $90 million and $111 million respectively, recorded in Other income, net, in the Condensed Consolidated Statements of Income.

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 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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Risk Factors— Global economic conditions may negatively affect us and may magnify certain risks that affect our business, of this Quarterly Report on Form 10-Q.

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.

Certain of our financing arrangements contain nonfinancial covenants.

In addition, our revolving credit agreement and term loan credit agreement include a financial covenant that requires us to maintain a specified minimum interest coverage ratio of (i) the sum of consolidated net income, interest expense, provision for income taxes, depreciation expense, amortization expense, unusual or nonrecurring charges and other noncash items (consolidated earnings before interest, taxes, depreciation and amortization) to (ii) Consolidated Interest Expense, each as defined and described in the respective agreements.

We were in compliance with all applicable covenants under these arrangements as of September 30, 2025.

We were in compliance with all applicable covenants under these arrangements as of March 31, 2026.

Our summarized cash flow activity was as follows (in millions):

Nine months ended

September 30,

Three months ended

Net cash provided by operating activities $ 2,189 $ 1,391

Net cash used in investing activities $ (716) $ (447)

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

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

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 during the nine months ended September 30, 2025, increased as compared to the same period in the prior year primarily due to higher net income in the current year period after adjustments for noncash items, the timing of tax payments, including an $800 million tax deposit made in the first quarter of 2024, and the timing of working capital items.

Cash used in investing activities during the nine months ended September 30, 2025 and 2024, was primarily due to capital expenditures of $1.2 billion and $725 million, respectively, including construction costs for new plants and expansion of manufacturing capacity.

We currently estimate full year 2025 investments in capital projects to be in the range of $2.2 billion to $2.3 billion.

Cash used in financing activities during the nine months ended September 30, 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 $3.8 billion.

Cash used in financing activities during the nine months ended September 30, 2024, was primarily due to the repayment and extinguishment of debt of $3.6 billion and $659 million, respectively, and the payment of dividends of $3.6 billion.

Cash provided by operating activities during the three months ended March 31, 2026, increased as compared to the same period in the prior year primarily due to higher net income in the current-year period after adjustments for noncash items and the timing of working capital items.

Cash used in investing activities during the three months ended March 31, 2026 and 2025, was primarily due to capital expenditures of $712 million and $411 million, respectively, including construction costs for new plants and expansion of manufacturing capacity.

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

Cash provided by financing activities during the three months ended March 31, 2026, was primarily due to $4.0 billion of net proceeds from long-term debt issuances, partially offset by the payment of dividends of $1.4 billion and the repayment and extinguishment of debt of $833 million and $233 million, respectively.

Cash used in financing activities during the three months ended March 31, 2025, was primarily due to the repayment and extinguishment of debt of $2.5 billion and $301 million, respectively, and the payment of dividends of $1.3 billion.

See Note 9, Financing arrangements, and Note 10, Stockholders’ equity, to the condensed consolidated financial statements for further discussion.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2025.

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2026.

Recently issued accounting standards

1 unchanged sentence

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis