AbbVie Inc 10-Q for FY2026 Q1
AbbVie Inc. (ABBV)
10-Q
2026-05-08
For: 2026-03-31
View Original
Added on
May 08, 2026
About this 10-Q
AbbVie Inc filed this 10-Q on May 8, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $15B
- up 12.4% from $13.34B a year earlier
- Net income
- $695M
- down 46.0% from net income of $1.29B a year earlier
- Diluted EPS
- $0.39
- down 45.8% from $0.72 a year earlier
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2026
OR
For the transition period from to
Commission File Number: 001-35565
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | |||||||
Telephone: (847 ) 932-7900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | |||||||||
| Non-Accelerated Filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
NYSE Texas | ||||||||||||||
As of April 28, 2026, AbbVie Inc. had 1,766,792,821 shares of common stock at $0.01 par value outstanding.
AbbVie Inc. and Subsidiaries
Table of Contents
| Page | ||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
| Three months ended March 31, | |||||||||||
| (in millions, except per share data) | 2026 | 2025 | |||||||||
| Net revenues | $ | $ | |||||||||
| Cost of products sold | |||||||||||
| Selling, general and administrative | |||||||||||
| Research and development | |||||||||||
| Acquired IPR&D and milestones | |||||||||||
| Total operating costs and expenses | |||||||||||
| Operating earnings | |||||||||||
| Interest expense, net | |||||||||||
| Other expense, net | |||||||||||
| Earnings before income tax expense | |||||||||||
| Income tax expense | |||||||||||
| Net earnings | |||||||||||
| Net earnings attributable to noncontrolling interest | |||||||||||
| Net earnings attributable to AbbVie Inc. | $ | $ | |||||||||
| Per share data | |||||||||||
| Basic earnings per share attributable to AbbVie Inc. | $ | $ | |||||||||
| Diluted earnings per share attributable to AbbVie Inc. | $ | $ | |||||||||
| Weighted-average basic shares outstanding | |||||||||||
| Weighted-average diluted shares outstanding | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 Form 10-Q |  | 1 | ||||
AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
Condensed Consolidated Statements of Comprehensive Income (unaudited)
| Three months ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net earnings | $ | $ | |||||||||
Foreign currency translation adjustments, net of tax expense (benefit) of $( | ( | ||||||||||
Net investment hedging activities, net of tax expense (benefit) of $ | ( | ||||||||||
Pension and post-employment benefits, net of tax expense (benefit) of $ | ( | ( | |||||||||
Cash flow hedging activities, net of tax expense (benefit) of $ | ( | ||||||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | |||||||||||
| Comprehensive income attributable to noncontrolling interest | |||||||||||
| Comprehensive income attributable to AbbVie Inc. | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 Form 10-Q | | 2 | ||||
AbbVie Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
Condensed Consolidated Balance Sheets
| (in millions, except share data) | March 31, 2026 | December 31, 2025 | |||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Investments | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity (Deficit) | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity (deficit) | |||||||||||
Common stock, $ | |||||||||||
Common stock held in treasury, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' deficit | ( | ( | |||||||||
| Noncontrolling interest | |||||||||||
| Total deficit | ( | ( | |||||||||
| Total liabilities and equity (deficit) | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 Form 10-Q | | 3 | ||||
AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Deficit) (unaudited)
Condensed Consolidated Statements of Equity (Deficit) (unaudited)
| (in millions) | Common shares outstanding | Common stock | Treasury stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling interest | Total | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net earnings attributable to AbbVie Inc. | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation plans and other | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interest | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
| Net earnings attributable to AbbVie Inc. | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation plans and other | |||||||||||||||||||||||||||||||||||||||||||||||
| Change in noncontrolling interest | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 Form 10-Q | | 4 | ||||
AbbVie Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
Condensed Consolidated Statements of Cash Flows (unaudited)
| Three months ended March 31, | |||||||||||
| (in millions) (brackets denote cash outflows) | 2026 | 2025 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to net cash from operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Change in fair value of contingent consideration liabilities | |||||||||||
| Payments of contingent consideration liabilities | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Acquired IPR&D and milestones | |||||||||||
| Non-cash litigation reserve adjustments, net of cash payments | ( | ||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ( | |||||||||
| Accounts payable and other liabilities | ( | ( | |||||||||
| Income tax assets and liabilities, net | ( | ||||||||||
| Cash flows from operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Acquisitions of businesses, net of cash acquired | ( | ||||||||||
| Other acquisitions and investments, net of cash acquired | ( | ( | |||||||||
| Acquisitions of property and equipment | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Cash flows from investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Net change in commercial paper borrowings with original maturities of three months or less | ( | ||||||||||
| Repayments of other short-term borrowings | ( | ||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Repayments of long-term debt | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Purchases of treasury stock | ( | ( | |||||||||
| Other, net | |||||||||||
| Cash flows from financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash and equivalents | ( | ||||||||||
| Net change in cash and equivalents | ( | ||||||||||
| Cash and equivalents, beginning of period | |||||||||||
| Cash and equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2026 Form 10-Q | | 5 | ||||
AbbVie Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Note 1 Basis of Presentation
Basis of Historical Presentation
The unaudited interim condensed consolidated financial statements of AbbVie Inc. (AbbVie or the company) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the company’s audited consolidated financial statements and notes included in the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the company’s financial position and operating results. Net revenues and net earnings for any interim period are not necessarily indicative of future or annual results. Certain other reclassifications were made to conform the prior period interim condensed consolidated financial statements to the current period presentation.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Not Yet Adopted
ASU No. 2024-03
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). The standard requires further disaggregation of relevant expense captions in a separate note to the financial statements. The standard is effective for AbbVie starting in annual periods in 2027 and interim periods beginning in 2028, with early adoption permitted. AbbVie is currently assessing the impact of adopting this guidance on its consolidated financial statements.
Note 2 Supplemental Financial Information
Interest Expense, Net
| Three months ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Interest expense | $ | $ | |||||||||
| Interest income | ( | ( | |||||||||
| Interest expense, net | $ | $ | |||||||||
Inventories
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Raw materials | |||||||||||
| Inventories | $ | $ | |||||||||
2026 Form 10-Q | | 6 | ||||
Property and Equipment, Net
| (in millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Property and equipment, gross | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Depreciation expense was $188 million for the three months ended March 31, 2026 and $181 million for the three months ended March 31, 2025.
Note 3 Earnings Per Share
AbbVie grants certain restricted stock units (RSUs) that are considered to be participating securities. Due to the presence of participating securities, AbbVie calculates earnings per share (EPS) using the more dilutive of the treasury stock or the two-class method. For all periods presented, the two-class method was more dilutive.
The following table summarizes the impact of the two-class method:
| Three months ended March 31, | |||||||||||
| (in millions, except per share data) | 2026 | 2025 | |||||||||
| Basic EPS | |||||||||||
| Net earnings attributable to AbbVie Inc. | $ | $ | |||||||||
| Earnings allocated to participating securities | |||||||||||
| Earnings available to common shareholders | $ | $ | |||||||||
| Weighted-average basic shares outstanding | |||||||||||
| Basic earnings per share attributable to AbbVie Inc. | $ | $ | |||||||||
| Diluted EPS | |||||||||||
| Net earnings attributable to AbbVie Inc. | $ | $ | |||||||||
| Earnings allocated to participating securities | |||||||||||
| Earnings available to common shareholders | $ | $ | |||||||||
| Weighted-average shares of common stock outstanding | |||||||||||
| Effect of dilutive securities | |||||||||||
| Weighted-average diluted shares outstanding | |||||||||||
| Diluted earnings per share attributable to AbbVie Inc. | $ | $ | |||||||||
Certain shares issuable under stock-based compensation plans were excluded from the computation of EPS because the effect would have been antidilutive. The number of common shares excluded was insignificant for all periods presented.
Note 4 Licensing, Acquisitions and Other Arrangements
Acquisition of Nimble Therapeutics, Inc.
On January 23, 2025, AbbVie completed its acquisition of Nimble Therapeutics, Inc. (Nimble). Nimble is a biotechnology company dedicated to delivering on the promise of oral peptide therapeutics and its lead asset, an investigational oral peptide IL23R inhibitor in development for the treatment of psoriasis. The aggregate purchase price of $288 million was comprised of a $210 million upfront cash payment and $78 million for the acquisition date fair value of contingent consideration liabilities, for which AbbVie may owe up to $130 million in future payments upon achievement of certain development milestones. The transaction was accounted for as a business combination using the acquisition method of accounting.
Other Licensing & Acquisitions Activity
Cash outflows related to other acquisitions and investments, net of cash acquired totaled $266 million for the three months ended March 31, 2026 and $334 million for the three months ended March 31, 2025.
2026 Form 10-Q | | 7 | ||||
The following table summarizes acquired IPR&D and milestones expense:
| Three months ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
| Upfront charges | $ | $ | |||||||||
| Development milestones | |||||||||||
| Acquired IPR&D and milestones | $ | $ | |||||||||
RemeGen Co., Ltd.
Note 5 Collaborations
The company has ongoing transactions with other entities through collaboration agreements. The following represent the significant collaboration agreements impacting the periods ended March 31, 2026 and 2025.
Collaboration with Genentech, Inc.
AbbVie and Genentech, Inc. (Genentech), a member of the Roche Group, are parties to a collaboration and license agreement for the joint development and commercialization of Venclexta. AbbVie shares equally with Genentech all pre-tax profits and losses from the development and commercialization of Venclexta in the United States. AbbVie pays royalties on Venclexta net revenues outside the United States.
AbbVie manufactures and distributes Venclexta globally and is the principal in the end-customer product sales. Sales of Venclexta are included in AbbVie’s net revenues. Genentech’s share of United States profits is included in AbbVie’s cost of products sold. AbbVie records sales and marketing costs associated with the United States collaboration as part of selling, general and administrative (SG&A) expenses and global development costs as part of research and development (R&D) expenses, net of Genentech’s share. Royalties paid for Venclexta revenues outside the United States are also included in AbbVie’s cost of products sold. Genentech’s share of profits, including royalties, was $284 million for the three months ended March 31, 2026 and $242 million for the three months ended March 31, 2025. Sales and marketing and development costs for the three months ended March 31, 2026 and 2025 were insignificant.
Collaboration with Janssen Biotech, Inc.
AbbVie and Janssen Biotech, Inc. and its affiliates (Janssen), one of the Janssen Pharmaceutical companies of Johnson & Johnson, are parties to a collaboration agreement for the joint development and commercialization of Imbruvica.
The collaboration provides Janssen with an exclusive license to commercialize Imbruvica outside of the United States and co-exclusively with AbbVie in the United States. Both parties are responsible for the development, manufacturing and marketing of any products generated as a result of the collaboration. Except in certain cases, Janssen is responsible for approximately 60 % of collaboration development costs and AbbVie is responsible for the remaining 40 % of collaboration development costs.
In the United States, both parties have co-exclusive rights to commercialize Imbruvica; however, AbbVie is the principal in the end-customer product sales. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of Imbruvica. Sales of Imbruvica are included in AbbVie's net revenues. Janssen's share of profits is included in AbbVie's cost of products sold. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share. In the United States, Janssen’s share of profits was $153 million for the three months ended March 31, 2026 and $247 million for the three months ended March 31, 2025. Other costs for the three months ended March 31, 2026 and 2025 were insignificant.
Outside the United States, Janssen is responsible for and has exclusive rights to commercialize Imbruvica. AbbVie and Janssen share pre-tax profits and losses equally from the commercialization of products. AbbVie's share of profits is included in AbbVie's net revenues. Other costs incurred under the collaboration are reported in their respective expense line items, net of Janssen's share.
2026 Form 10-Q | | 8 | ||||
Note 6 Goodwill and Intangible Assets
Goodwill
The following table summarizes the changes in the carrying amount of goodwill:
| (in millions) | |||||
| Balance as of December 31, 2025 | $ | ||||
| Foreign currency translation adjustments | ( | ||||
| Balance as of March 31, 2026 | $ | ||||
Intangible Assets, Net
The following table summarizes intangible assets:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||
| (in millions) | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||||||||
| Definite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Developed product rights | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| License agreements | ( | ( | |||||||||||||||||||||||||||||||||
| Total definite-lived intangible assets | ( | ( | |||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets | — | — | |||||||||||||||||||||||||||||||||
| Total intangible assets, net | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Amortization expense was $1.7 billion for the three months ended March 31, 2026 and $1.9 billion for the three months ended March 31, 2025. Amortization expense was included in cost of products sold in the condensed consolidated statements of earnings.
Note 7 Financial Instruments and Fair Value Measures
Risk Management Policy
See Note 11 to the company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a summary of AbbVie’s risk management policy and use of derivative instruments.
Financial Instruments
Various AbbVie foreign subsidiaries enter into foreign currency forward exchange contracts to manage exposures to changes in foreign exchange rates for anticipated intercompany transactions denominated in a currency other than the functional currency of the local entity. These contracts, with notional amounts totaling $2.4 billion at March 31, 2026 and $2.5 billion at December 31, 2025, are designated as cash flow hedges and are recorded at fair value. The durations of these forward exchange contracts were generally less than 24 months. Accumulated gains and losses as of March 31, 2026 are reclassified from accumulated other comprehensive income (loss) (AOCI) and included in cost of products sold at the time the products are sold, generally not exceeding six months from the date of settlement.
The company also enters into foreign currency forward exchange contracts to manage its exposure to foreign currency denominated debt, trade payables and receivables and intercompany loans. These contracts are not designated as hedges and are recorded at fair value. Resulting gains or losses are recognized in other expense, net in the condensed consolidated statements of earnings and are generally offset by losses or gains on the foreign currency exposure being managed. These contracts had notional amounts totaling $9.3 billion at March 31, 2026 and $9.2 billion at December 31, 2025.
The company also uses foreign currency forward exchange contracts or foreign currency denominated debt to hedge its net investments in certain foreign subsidiaries and affiliates. The company had an aggregate principal amount of senior Euro notes designated as net investment hedges of €3.1 6.7 billion, SEK1.4 billion, CAD800 million and CHF80 million at March 31, 2026 and €6.5 billion, SEK1.4 billion, CAD500 million and CHF80
2026 Form 10-Q | | 9 | ||||
million at December 31, 2025. The company uses the spot method of assessing hedge effectiveness for derivative instruments designated as net investment hedges. Realized and unrealized gains and losses from these hedges are included in AOCI and the initial fair value of hedge components excluded from the assessment of effectiveness is recognized in interest expense, net over the life of the hedging instrument.
The company is a party to interest rate swap contracts designated as fair value hedges with notional amounts totaling $3.3 billion at March 31, 2026 and $1.8 billion at December 31, 2025. The effect of the hedge contracts is to change a fixed-rate interest obligation to a floating rate for that portion of the debt. AbbVie records the contracts at fair value and adjusts the carrying amount of the fixed-rate debt by an offsetting amount.
The company is a party to interest rate swap contracts designated as cash flow hedges with notional amounts totaling $750 million at March 31, 2026. The effect of the hedge contracts is to change a floating-rate interest obligation to a fixed rate for that portion of the floating-rate debt. AbbVie records the contracts at fair value and includes accumulated gains or losses in AOCI which it reclassifies to interest expense, net over the lives of the floating-rate debt.
The following table summarizes the amounts and location of AbbVie’s derivative instruments on the condensed consolidated balance sheets:
| Fair value – Derivatives in asset position | Fair value – Derivatives in liability position | ||||||||||||||||||||||
| (in millions) | Balance sheet caption | March 31, 2026 | December 31, 2025 | Balance sheet caption | March 31, 2026 | December 31, 2025 | |||||||||||||||||
| Foreign currency forward exchange contracts | |||||||||||||||||||||||
| Designated as cash flow hedges | Prepaid expenses and other | $ | $ | Accounts payable and accrued liabilities | $ | $ | |||||||||||||||||
| Designated as cash flow hedges | Other assets | Other long-term liabilities | |||||||||||||||||||||
| Designated as net investment hedges | Prepaid expenses and other | Accounts payable and accrued liabilities | |||||||||||||||||||||
| Designated as net investment hedges | Other assets | Other long-term liabilities | |||||||||||||||||||||
| Not designated as hedges | Prepaid expenses and other | Accounts payable and accrued liabilities | |||||||||||||||||||||
| Interest rate swap contracts | |||||||||||||||||||||||
| Designated as fair value hedges | Prepaid expenses and other | Accounts payable and accrued liabilities | |||||||||||||||||||||
| Designated as fair value hedges | Other assets | Other long-term liabilities | |||||||||||||||||||||
| Designated as cash flow hedges | Other assets | Other long-term liabilities | |||||||||||||||||||||
| Total derivatives | $ | $ | $ | $ | |||||||||||||||||||
While certain derivatives are subject to netting arrangements with the company’s counterparties, the company does not offset derivative assets and liabilities within the condensed consolidated balance sheets.
The following table presents the pre-tax amounts of gains (losses) from derivative instruments recognized in other comprehensive income (loss):
| Three months ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Foreign currency forward exchange contracts | |||||||||||
| Designated as cash flow hedges | $ | $ | ( | ||||||||
| Designated as net investment hedges | ( | ||||||||||
| Interest rate swap contracts designated as cash flow hedges | |||||||||||
Assuming market rates remain constant through contract maturities, the company expects to reclassify pre-tax gains of $1 million into cost of products sold for foreign currency cash flow hedges and pre-tax gains of $23 million into interest expense, net for other cash flow hedges during the next 12 months.
2026 Form 10-Q | | 10 | ||||
Related to AbbVie’s non-derivative, foreign currency denominated debt designated as net investment hedges, the company recognized in other comprehensive income (loss) pre-tax gains of $60 million for the three months ended March 31, 2026 and pre-tax losses of $133 million for the three months ended March 31, 2025.
The following table summarizes the pre-tax amounts and location of derivative instrument net gains (losses) recognized in the condensed consolidated statements of earnings, including the net gains (losses) reclassified out of AOCI into net earnings. See Note 9 for the amount of net gains (losses) reclassified out of AOCI.
| Three months ended March 31, | ||||||||||||||
| (in millions) | Statement of earnings caption | 2026 | 2025 | |||||||||||
| Foreign currency forward exchange contracts | ||||||||||||||
| Designated as cash flow hedges | $ | ( | $ | ( | ||||||||||
| Designated as net investment hedges | ||||||||||||||
| Not designated as hedges | ( | |||||||||||||
| Interest rate swap contracts | ||||||||||||||
| Designated as fair value hedges | ( | |||||||||||||
| Debt designated as hedged item in fair value hedges | Interest expense, net | ( | ||||||||||||
Other | ||||||||||||||
Fair Value Measures
The fair value hierarchy consists of the following three levels:
•Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access;
•Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations in which all significant inputs are observable in the market; and
•Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.
The following table summarizes the bases used to measure certain assets and liabilities carried at fair value on a recurring basis on the condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| Basis of fair value measurement | Basis of fair value measurement | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash and equivalents | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Debt securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap contracts | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Financing liability | |||||||||||||||||||||||||||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
2026 Form 10-Q | | 11 | ||||
Money market funds and time deposits are valued using relevant observable market inputs including quoted prices for similar assets and interest rate curves. Equity securities primarily consist of investments for which the fair values were determined by using the published market prices per unit multiplied by the number of units held, without consideration of transaction costs. The derivatives entered into by the company were valued using observable market inputs including published interest rate curves and both forward and spot prices for foreign currencies.
The financing liability is related to financing arrangements which the company elected to account for in accordance with the fair value option, as permitted under ASC 825 Financial Instruments. The fair value measurement of the financing liability was determined based on significant unobservable inputs. Potential payments are estimated by applying a probability-weighted expected payment model, which are then discounted to present value. Changes to the fair value of the financing liability can result from changes to one or a number of inputs, including discount rates, estimated probabilities and timing of achieving milestones and estimated amounts of future sales. The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings and the change in fair value attributable to instrument-specific credit risk is recognized in other comprehensive income (loss). Changes in fair value recognized in other expense, net and in other comprehensive income (loss) for the three months ended March 31, 2026 and 2025 were insignificant.
The fair value measurements of the contingent consideration liabilities were determined based on significant unobservable inputs, including the discount rate, estimated probabilities and timing of achieving specified development, regulatory and commercial milestones and the estimated amount of future sales of the acquired products. The potential contingent consideration payments are estimated by applying a probability-weighted expected payment model for contingent milestone payments and a Monte Carlo simulation model for contingent royalty payments, which are then discounted to present value. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of certain of these inputs. Changes to the inputs described above could have a material impact on the company's financial position and results of operations in any given period.
The fair value of the company's contingent consideration liabilities was calculated using the following significant unobservable inputs:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| Range | Weighted average(a) | Range | Weighted average(a) | ||||||||||||||
| Discount rate | |||||||||||||||||
Probability of payment for royalties by indication | |||||||||||||||||
| Projected year of payments | |||||||||||||||||
(a) Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.
There have been no The following table presents the changes in fair value of total contingent consideration liabilities which are measured using Level 3 inputs:
| Three months ended March 31, | ||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||
| Beginning balance | $ | $ | ||||||||||||
Additions(a) | ||||||||||||||
| Change in fair value recognized in net earnings | ||||||||||||||
| Payments | ( | ( | ||||||||||||
| Ending balance | $ | $ | ||||||||||||
(a) Additions during the three months ended March 31, 2025, represent contingent consideration liabilities related to the Nimble acquisition.
The change in fair value recognized in net earnings is recorded in other expense, net in the condensed consolidated statements of earnings.
2026 Form 10-Q | | 12 | ||||
Certain financial instruments are carried at historical cost or some basis other than fair value. The book value, fair value and bases used to measure the approximate fair values of certain financial instruments as of March 31, 2026 are shown in the table below:
| Basis of fair value measurement | ||||||||||||||||||||||||||
| (in millions) | Book value | Fair value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
Current portion of long-term debt (a) | $ | $ | $ | $ | $ | |||||||||||||||||||||
Long-term debt (a) | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | |||||||||||||||||||||
(a) Excludes the effects of fair value hedges and financing liability.
The book value, fair value and bases used to measure the approximate fair values of certain financial instruments as of December 31, 2025 are shown in the table below:
| Basis of fair value measurement | ||||||||||||||||||||||||||
| (in millions) | Book value | Fair value | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Short-term borrowings | $ | $ | $ | $ | $ | |||||||||||||||||||||
Current portion of long-term debt (a) | ||||||||||||||||||||||||||
Long-term debt (a) | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | |||||||||||||||||||||
(a) Excludes the effects of fair value hedges and financing liability.
AbbVie also holds investments in equity securities that do not have readily determinable fair values. The company records these investments at cost and remeasures them to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $163 million as of March 31, 2026 and $159 million as of December 31, 2025. No significant cumulative upward or downward adjustments have been recorded for these investments as of March 31, 2026.
Concentrations of Risk
Of total net accounts receivable, three 78 % as of March 31, 2026 and 84 % as of December 31, 2025, and substantially all of AbbVie’s pharmaceutical product net revenues in the United States were to these three
2026 Form 10-Q | | 13 | ||||
Debt and Credit Facilities
Issuance and Repayment of Long-Term Debt
In March 2026, the company issued $8.0 billion aggregate principal amount of unsecured senior notes. The following table summarizes the issued debt:
| (in millions) | ||||||||||||||
Senior Notes | ||||||||||||||
Senior Floating Rate Notes due 2028 (a) | $ | |||||||||||||
3.775% Senior Notes due 2028 | ||||||||||||||
4.125% Senior Notes due 2031 | ||||||||||||||
4.40% Senior Notes due 2033 | ||||||||||||||
4.75% Senior Notes due 2036 | ||||||||||||||
5.55% Senior Notes due 2056 | ||||||||||||||
5.65% Senior Notes due 2066 | ||||||||||||||
| Total debt issued | $ | |||||||||||||
(a) Senior floating rate notes bear interest at adjusted Secured Overnight Financing Rate +0.480 %.
The notes are unsecured, unsubordinated obligations of AbbVie and will rank equally in right of payment with all of AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations. AbbVie may redeem the fixed-rate senior notes prior to maturity at a redemption price equal to the greater of the principal amount or the sum of present values of the remaining scheduled payments of principal and interest plus a make-whole premium. With exception of the fixed-rate senior notes due 2028, AbbVie may also redeem the fixed-rate senior notes at par between one and six months prior to maturity. The senior floating rate notes may not be redeemed prior to maturity.
In February 2025, the company issued $4.0 billion aggregate principal amount of unsecured senior notes.
In March 2025, the company repaid $3.0 billion aggregate principal amount of 3.80 % senior notes at maturity.
Short-Term Borrowings
There were no commercial paper borrowings outstanding as of March 31, 2026 and $499 million as of December 31, 2025. The weighted-average interest rate on commercial paper borrowings was 3.85 % for the three months ended March 31, 2026 and 4.59 % for the three months ended March 31, 2025.
In April 2025, the company entered into a $4.0 billion 364-day term loan credit agreement. In May 2025, the company borrowed $2.0 billion under this term loan credit agreement which was outstanding and included in short-term borrowings as of December 31, 2025. In March 2026, the company repaid the $2.0 billion amount outstanding under this term loan credit agreement and terminated the agreement.
AbbVie has two revolving credit facilities available, including a $5.0 billion five-year revolving credit facility that matures in March 2028 and a $3.0 billion five-year revolving credit facility that matures in January 2030. The revolving credit facilities are available to support AbbVie’s commercial paper program and enable the company to borrow funds to meet liquidity requirements on an unsecured basis at variable interest rates and contain various covenants. At March 31, 2026, the company was in compliance with all covenants, and commitment fees under the revolving credit facilities were insignificant. No
2026 Form 10-Q | | 14 | ||||
Note 8 Post-Employment Benefits
The following table summarizes net periodic benefit cost relating to the company’s defined benefit and other post-employment plans:
| Defined benefit plans | Other post-employment plans | ||||||||||||||||||||||
| Three months ended March 31, | Three months ended March 31, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of prior service credit | ( | ( | |||||||||||||||||||||
| Amortization of actuarial loss | |||||||||||||||||||||||
| Net periodic benefit cost (credit) | $ | ( | $ | ( | $ | $ | |||||||||||||||||
The components of net periodic benefit cost other than service cost are included in other expense, net in the condensed consolidated statements of earnings.
Note 9 Equity
Stock-Based Compensation
Stock-based compensation expense is principally related to awards issued pursuant to the AbbVie 2013 Incentive Stock Program and the AbbVie Amended and Restated 2013 Incentive Stock Program and is summarized as follows:
| Three months ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Cost of products sold | $ | $ | |||||||||
| Research and development | |||||||||||
| Selling, general and administrative | |||||||||||
| Pre-tax compensation expense | |||||||||||
| Tax benefit | ( | ( | |||||||||
| After-tax compensation expense | $ | $ | |||||||||
Stock Options
During the three months ended March 31, 2026, primarily in connection with the company's annual grant, AbbVie granted 0.4 million stock options with a weighted-average grant-date fair value of $48.40 . As of March 31, 2026, $13 million of unrecognized compensation cost related to stock options is expected to be recognized as expense over approximately the next two years .
RSUs and Performance Shares
During the three months ended March 31, 2026, primarily in connection with the company's annual grant, AbbVie granted 4.4 million RSUs and performance shares with a weighted-average grant-date fair value of $230.17 . As of March 31, 2026, $1.1 billion of unrecognized compensation cost related to RSUs and performance shares is expected to be recognized as expense over approximately the next two years .
2026 Form 10-Q | | 15 | ||||
Cash Dividends
The following table summarizes quarterly cash dividends declared during 2026 and 2025:
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Date Declared | Payment Date | Dividend Per Share | Date Declared | Payment Date | Dividend Per Share | |||||||||||||||||||||||||||
| 02/19/26 | 05/15/26 | $ | 10/31/25 | 02/17/26 | $ | |||||||||||||||||||||||||||
| 09/05/25 | 11/14/25 | $ | ||||||||||||||||||||||||||||||
| 06/20/25 | 08/15/25 | $ | ||||||||||||||||||||||||||||||
| 02/13/25 | 05/15/25 | $ | ||||||||||||||||||||||||||||||
Stock Repurchase Program
The company's stock repurchase authorization permits purchases of AbbVie shares from time to time in open-market or private transactions at management's discretion. The program has no time limit and can be discontinued at any time. Shares repurchased under this program are recorded at acquisition cost, including related expenses, and are available for general corporate purposes.
AbbVie repurchased 5 million shares for $1.1 billion during the three months ended March 31, 2026 and 3 million shares for $606 million during the three months ended March 31, 2025. AbbVie's remaining stock repurchase authorization was approximately $1.8 billion as of March 31, 2026.
Accumulated Other Comprehensive Loss
The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2026:
| (in millions) | Foreign currency translation adjustments | Net investment hedging activities | Pension and post-employment benefits | Cash flow hedging activities | Total | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||||||||||||||
| Net losses (gains) reclassified from accumulated other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
Other comprehensive loss for the three months ended March 31, 2026 included foreign currency translation adjustments totaling a loss of $204 million principally due to the impact of the weakening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a gain of $156 million.
2026 Form 10-Q | | 16 | ||||
The following table summarizes the changes in each component of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2025:
| (in millions) | Foreign currency translation adjustments | Net investment hedging activities | Pension and post-employment benefits | Cash flow hedging activities | Total | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Net gains reclassified from accumulated other comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
Other comprehensive income for the three months ended March 31, 2025 included foreign currency translation adjustments totaling a gain of $487 million principally due to the impact of the strengthening of the Euro on the translation of the company’s Euro-denominated assets and the offsetting impact of net investment hedging activities totaling a loss of $283 million.
The following table presents the impact on AbbVie’s condensed consolidated statements of earnings for significant amounts reclassified out of each component of accumulated other comprehensive loss:
| Three months ended March 31, | |||||||||||
| (in millions) (brackets denote gains) | 2026 | 2025 | |||||||||
| Net investment hedging activities | |||||||||||
Gains on derivative amount excluded from effectiveness testing(a) | $ | ( | $ | ( | |||||||
| Tax expense | |||||||||||
| Total reclassifications, net of tax | $ | ( | $ | ( | |||||||
| Pension and post-employment benefits | |||||||||||
Amortization of actuarial losses (gains) and other(b) | $ | $ | ( | ||||||||
| Tax benefit | |||||||||||
| Total reclassifications, net of tax | $ | $ | ( | ||||||||
| Cash flow hedging activities | |||||||||||
Gains on foreign currency forward exchange contracts(c) | $ | $ | |||||||||
Other(a) | ( | ( | |||||||||
Tax expense | |||||||||||
| Total reclassifications, net of tax | $ | $ | ( | ||||||||
(b) Amounts are included in the computation of net periodic benefit cost (see Note 8).
(c) Amounts are included in cost of products sold (see Note 7).
Note 10 Income Taxes
The effective tax rate was 33 % for the three months ended March 31, 2026 compared to 22 % for the three months ended March 31, 2025. The effective tax rate in each period differed from the U.S. statutory tax rate of 21
2026 Form 10-Q | | 17 | ||||
Note 11 Legal Proceedings and Contingencies
AbbVie is subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial, securities and other matters that arise in the normal course of business. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount within a probable range is recorded. The recorded accrual balance for litigation was approximately $1.7 billion as of March 31, 2026 and $1.6 billion as of December 31, 2025. For litigation matters discussed below for which a loss is probable or reasonably possible, the company is unable to estimate the possible loss or range of loss, if any, beyond the amounts accrued. Initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued by AbbVie. While it is not feasible to predict the outcome of all proceedings and exposures with certainty, management believes that their ultimate disposition should not have a material adverse effect on AbbVie’s consolidated financial position, results of operations or cash flows.
Antitrust Litigation
Lawsuits are pending against AbbVie and others generally alleging that the 2005 patent litigation settlement involving Niaspan entered into between Kos Pharmaceuticals, Inc. (a company acquired by Abbott in 2006 and presently a subsidiary of AbbVie) and a generic company violated federal and state antitrust laws and state unfair and deceptive trade practices and unjust enrichment laws. Plaintiffs generally seek monetary damages and/or injunctive relief and attorneys' fees. The lawsuits pending in federal court consist of six individual plaintiff lawsuits and a certified class action by Niaspan direct purchasers. The cases are pending in the United States District Court for the Eastern District of Pennsylvania for coordinated or consolidated pre-trial proceedings under the federal multi-district litigation (MDL) Rules as In re: Niaspan Antitrust Litigation, MDL No. 2460. In October 2016, the Orange County, California District Attorney’s Office filed a lawsuit on behalf of the State of California regarding the Niaspan patent litigation settlement in Orange County Superior Court, asserting a claim under the unfair competition provision of the California Business and Professions Code seeking injunctive relief, restitution, civil penalties and attorneys’ fees.
Government Proceedings
Lawsuits are pending against Allergan and several other manufacturers generally alleging that they improperly promoted and sold prescription opioid products. Approximately 320 lawsuits are pending against Allergan in federal and state courts. Most of the federal court lawsuits are consolidated for pre-trial purposes in the United States District Court for the Northern District of Ohio under the MDL rules as In re: National Prescription Opiate Litigation, MDL No. 2804. Approximately 20 of the lawsuits are pending in various state courts. The plaintiffs in these lawsuits, which include counties, cities, other municipal entities, Native American tribes, union trust funds and other third-party payors, private hospitals and personal injury claimants, generally seek compensatory and punitive damages. Of these approximately 320 lawsuits, approximately 20 of them are brought by counties, cities and other municipal entities, approximately 5 of which are in the process of being dismissed pursuant to the previously announced settlement.
In March 2023, AbbVie Inc. filed a petition in the United States Tax Court, AbbVie Inc. and Subsidiaries v. Commissioner of Internal Revenue. The petition disputed the Commissioner of Internal Revenue determination concerning a $572 million income tax benefit recorded in 2014 related to a payment made to a third party for the termination of a proposed business combination. In June 2025, the United States Tax Court granted AbbVie’s motion for summary judgment and denied the Commissioner of Internal Revenue’s cross-motion for summary judgment. The United States Tax Court ordered and decided that there is no deficiency in income tax due from AbbVie for the tax year 2014. In September 2025, the Commissioner of Internal Revenue appealed this decision. In February 2026, the Commissioner of Internal Revenue withdrew its appeal. As a result, the United States Tax Court’s decision stands and the matter is resolved.
Product Liability and General Litigation
In April 2023, a putative class action lawsuit, Camargo v. AbbVie Inc., was filed in the United States District Court for the Northern District of Illinois on behalf of Humira patients who paid for Humira based on its list price or who, after losing insurance coverage, discontinued Humira because they could not pay based on its list price, alleging that Humira’s list price is excessive in violation of multiple states’ unfair and deceptive trade practices statutes. The plaintiff generally seeks monetary damages, injunctive relief, and attorneys’ fees. In January 2026, the court granted AbbVie’s motion to dismiss, without prejudice. In March 2026, the plaintiff filed a notice of appeal of this dismissal to the United States Court of Appeals for the Seventh Circuit.
Lawsuits are pending against various Allergan entities in the United States and other countries including Australia, Brazil, Canada and South Korea, in which plaintiffs generally allege that they developed, or may develop, breast implant-associated anaplastic large cell lymphoma (ALCL) or other injuries from Allergan’s Biocell textured breast implants, which were voluntarily withdrawn from worldwide markets in 2019. Approximately 150 ALCL lawsuits and 1,320 other lawsuits are coordinated for pre-trial purposes in the United States District Court for the District of New Jersey under the MDL rules as In re: Allergan Biocell Textured Breast Implant
2026 Form 10-Q | | 18 | ||||
Product Liability Litigation, MDL No. 2921. Approximately 75 ALCL lawsuits and 470 other lawsuits are pending in various state courts. Approximately 70 ALCL and 1,080 other lawsuits are pending in other countries. In December 2025, the Amsterdam District Court dismissed all claims pending against Allergan and affiliated entities in the Netherlands. In March 2026, the plaintiffs in the Netherlands filed a notice of appeal of this dismissal to the Amsterdam Court of Appeal. Plaintiffs generally seek monetary damages, medical monitoring and attorneys’ fees.
In January 2025, a putative class action lawsuit, Sheet Metal Workers’ Health Plan of Southern California, Arizona and Nevada v. AbbVie Inc., was filed in the United States District Court for the Northern District of Illinois on behalf of third-party payors of Humira, alleging that AbbVie’s rebating practices are impairing biosimilar competition with Humira in violation of federal and state antitrust laws. The plaintiff generally seeks monetary damages, injunctive relief and attorneys' fees.
Intellectual Property Litigation
AbbVie Inc. is seeking to enforce patent rights related to ubrogepant (a drug sold under the trademark Ubrelvy). Litigation was filed in the United States District Court for the District of New Jersey in March 2024 against Aurobindo Pharma U.S.A., Inc., Aurobindo Pharma Limited, and Apitoria Pharma Private Limited; Zydus Pharmaceuticals (USA) Inc. and Zydus Lifesciences Limited; and Hetero USA Inc., Hetero Labs Limited Unit-III, and Hetero Labs Limited. AbbVie alleges defendants’ proposed generic ubrogepant products infringe certain patents and seeks declaratory and injunctive relief. Merck Sharp & Dohme LLC, which exclusively licenses certain patents to AbbVie, is a co-plaintiff in the litigation.
2026 Form 10-Q | | 19 | ||||
Note 12 Segment Information
AbbVie operates as a single global business segment dedicated to the research and development, manufacturing, commercialization and sale of innovative medicines and therapies. This operating structure enables the Chief Executive Officer, as chief operating decision maker (CODM), to allocate resources and assess business performance on a global basis in order to achieve established long-term strategic goals. Consistent with this structure, a global research and development and supply chain organization is responsible for the discovery, manufacturing and supply of products. Commercial efforts that coordinate the marketing, sales and distribution of these products are organized by geographic region or therapeutic area. All of these activities are supported by a global corporate administrative staff. The determination of a single business segment is consistent with the consolidated financial information regularly reviewed by the CODM for purposes of assessing performance, allocating resources and planning and forecasting future periods.
The CODM regularly reviews net revenues, net earnings and significant segment expenses and uses net earnings as its principal measure of segment profit or loss. Net earnings and significant segment expenses reviewed by the CODM are reported on the condensed consolidated statements of earnings for the periods ended March 31, 2026 and 2025. The CODM uses net earnings as its principal measure of segment profit or loss to compare past financial performance with current performance and analyze underlying business performance and trends. The CODM does not use segment assets to make decisions regarding resources; therefore, the total asset disclosure has not been included.
The following table details AbbVie’s worldwide net revenues:
| Three months ended March 31, | ||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Immunology | ||||||||||||||||||||||||||||||||
| Skyrizi | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Rinvoq | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Humira | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Neuroscience | ||||||||||||||||||||||||||||||||
| Vraylar | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Botox Therapeutic | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Ubrelvy | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Qulipta | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Vyalev | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Other Neuroscience | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Oncology | ||||||||||||||||||||||||||||||||
| Venclexta | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
2026 Form 10-Q | | 20 | ||||
| Three months ended March 31, | ||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Imbruvica | United States | $ | $ | |||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Elahere | United States | $ | $ | |||||||||||||||||||||||||||||
International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Epkinly | $ | $ | ||||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Other Oncology | United States | $ | $ | |||||||||||||||||||||||||||||
| Aesthetics | ||||||||||||||||||||||||||||||||
| Botox Cosmetic | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Juvederm Collection | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Other Aesthetics | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Other Key Products | ||||||||||||||||||||||||||||||||
| Mavyret | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Creon | United States | $ | $ | |||||||||||||||||||||||||||||
Linzess | United States | $ | $ | |||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| All other | $ | $ | ||||||||||||||||||||||||||||||
| Total net revenues | $ | $ | ||||||||||||||||||||||||||||||
2026 Form 10-Q | | 21 | ||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of the financial condition of AbbVie Inc. (AbbVie or the company) as of March 31, 2026 and December 31, 2025 and the results of operations for the three months ended March 31, 2026 and 2025. This commentary should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes appearing in Item 1, “Financial Statements and Supplementary Data.”
EXECUTIVE OVERVIEW
Company Overview
AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, neuroscience, oncology and aesthetics. AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases.
AbbVie's products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies and independent retailers from AbbVie-owned distribution centers and public warehouses. Certain products (including aesthetic products and devices) are also sold directly to physicians and other licensed healthcare providers. In the United States (U.S.), AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to retailers, pharmacies, patients or other customers. Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the market works through largely centralized national payers systems to agree on reimbursement terms. Certain products are co-marketed or co-promoted with other companies. AbbVie operates as a single global business segment.
2026 Strategic Objectives
AbbVie's mission is to discover and develop innovative medicines and products that solve serious health issues today and address the medical challenges of tomorrow while achieving top-tier financial performance through outstanding execution. AbbVie intends to execute its strategy and advance its mission in a number of ways, including: (i) maximizing the benefits of a diversified revenue base with multiple long-term growth drivers; (ii) leveraging AbbVie's commercial strength and international infrastructure across therapeutic areas and ensuring strong commercial execution of new product launches as well as continued investment in key on-market products; (iii) continuing to invest in and expand its pipeline in support of opportunities in immunology, neuroscience, oncology and aesthetics as well as new sources of growth such as obesity; (iv) generating substantial operating cash flows to support investments in innovative research and development and returning cash to shareholders via a strong and growing dividend while maintaining a strong investment grade credit rating. In addition, AbbVie anticipates several regulatory submissions, approvals and data readouts from key clinical trials in the next 12 months.
Financial Results
The company’s financial performance for the three months ended March 31, 2026 included delivering worldwide net revenues of $15.0 billion, operating earnings of $4.0 billion, diluted earnings per share of $0.39 and cash flows from operations of $3.8 billion. Worldwide net revenues increased 12% on a reported basis and 10% on a constant currency basis.
Financial results for the three months ended March 31, 2026 also included the following costs: (i) $1.7 billion related to the amortization of intangible assets; and (ii) $2.4 billion for the change in fair value of contingent consideration liabilities. Additionally, financial results reflected continued funding to support all stages of AbbVie’s pipeline assets and continued investment in AbbVie’s on-market brands.
2026 Form 10-Q | | 22 | ||||
Recent Events
Regulatory Environment
In January 2026, AbbVie announced a voluntary agreement with the U.S. government to further advance access and affordability of AbbVie’s products in the U.S. while protecting and investing in U.S. pharmaceutical innovation. AbbVie will provide low prices in Medicaid and expand affordable, direct-to-patient offerings. Additionally, AbbVie pledged $100 billion in U.S.-based research and development and capital investments, including manufacturing, over the next decade. Under this voluntary agreement, the U.S. government has agreed to provide AbbVie a three-year exemption from tariffs and future price mandates.
The Inflation Reduction Act of 2022 has and will continue to have a significant impact on AbbVie’s business. In January 2026, the U.S. Department of Health and Human Services, through Centers for Medicare and Medicaid Service, selected Botox as one of 15 medicines subject to government-set prices in Medicare Parts B and D beginning in 2028.
U.S. Capital Investment
In 2026, AbbVie announced an investment to build a pharmaceutical manufacturing campus in North Carolina. The campus will integrate advanced manufacturing and laboratory technologies with artificial intelligence to support the production of immunology, neuroscience and oncology medicines. Additionally, AbbVie announced investments to add two new manufacturing facilities in Illinois to support next generation neuroscience and obesity medications as well as an agreement to acquire a device manufacturing facility in Arizona. These projects are part of AbbVie's plan to invest in the U.S. to broadly support innovation and expand critical manufacturing capabilities and capacity.
Research and Development
Research and innovation are the cornerstones of AbbVie’s business as a global biopharmaceutical company. AbbVie’s long-term success depends to a great extent on its ability to continue to discover and develop innovative products and acquire or collaborate on compounds currently in development by other biotechnology or pharmaceutical companies.
AbbVie’s pipeline currently includes approximately 90 compounds, devices or indications in development individually or under collaboration or license agreements. Of these programs, approximately 60 are in mid- and late-stage development. The company’s pipeline is focused on immunology, neuroscience, oncology and aesthetics as well as other specialties, including obesity.
The following sections summarize transitions of significant programs from mid-stage development to late-stage development as well as developments in significant late-stage and registrational programs. AbbVie expects multiple mid-stage programs to transition into late-stage programs in the next 12 months.
Significant Programs and Developments
Immunology
Skyrizi
•In February 2026, AbbVie announced positive topline results from the Phase 3 AFFIRM trial evaluating Skyrizi subcutaneous induction in adult patients with moderately to severely active Crohn’s disease (CD).
•In April 2026, AbbVie announced the submission of an application to the U.S. Food and Drug Administration (FDA) for Skyrizi for subcutaneous induction for the treatment of adult patients with moderately to severely active CD.
Rinvoq
•In February 2026, AbbVie announced the submission of applications for a new indication to the U.S. FDA and European Medicines Agency (EMA) for Rinvoq for the treatment of adult and adolescent patients with non-segmental vitiligo.
•In April 2026, AbbVie announced the submission of an application for a new indication to the U.S. FDA for Rinvoq for the treatment of adult and adolescent patients with severe alopecia areata (AA).
2026 Form 10-Q | | 23 | ||||
Oncology
Venclexta
•In February 2026, AbbVie announced that the U.S. FDA approved the combination regimen of Venclexta with acalabrutinib for the treatment of previously untreated adult patients with chronic lymphocytic leukemia (CLL).
Epkinly
•In January 2026, AbbVie announced topline results from the Phase 3 trial evaluating Epkinly compared to investigator's choice of chemoimmunotherapy in adult patients with relapsed/refractory (R/R) diffuse large B-cell lymphoma (DLBCL). The study demonstrated an improvement in progression free survival but did not demonstrate a statistically significant improvement in overall survival.
ABBV-706
•In April 2026, AbbVie initiated a Phase 3 trial to evaluate ABBV-706 versus standard of care in R/R small cell lung cancer (SCLC).
Aesthetics
TrenibotE
•In April 2026, AbbVie announced it received a Complete Response Letter (CRL) from the U.S. FDA regarding the Biologics License Application (BLA) for trenibotulinumtoxinE (TrenibotE) for the treatment of moderate to severe glabellar lines. In its letter, the FDA requested additional information about manufacturing processes. The CRL does not identify any safety or efficacy concerns for TrenibotE and does not request additional clinical studies.
For a more comprehensive discussion of AbbVie’s products and pipeline, see the company’s Annual Report on Form 10-K for the year ended December 31, 2025.
2026 Form 10-Q | | 24 | ||||
RESULTS OF OPERATIONS
Net Revenues
The comparisons presented at constant currency rates reflect comparative local currency net revenues at the prior year’s foreign exchange rates. This measure provides information on the change in net revenues assuming that foreign currency exchange rates had not changed between the prior and current periods. AbbVie believes that the non-GAAP measure of change in net revenues at constant currency rates, when used in conjunction with the GAAP measure of change in net revenues at actual currency rates, may provide a more complete understanding of the company’s operations and can facilitate analysis of the company’s results of operations, particularly in evaluating performance from one period to another.
| Three months ended March 31, | Percent change | ||||||||||||||||||||||
| At actual currency rates | At constant currency rates | ||||||||||||||||||||||
(dollars in millions) | 2026 | 2025 | |||||||||||||||||||||
United States | $ | 10,969 | $ | 9,979 | 9.9 | % | 9.9 | % | |||||||||||||||
International | 4,033 | 3,364 | 19.9 | % | 11.4 | % | |||||||||||||||||
Net revenues | $ | 15,002 | $ | 13,343 | 12.4 | % | 10.3 | % | |||||||||||||||
2026 Form 10-Q | | 25 | ||||
The following table details AbbVie’s worldwide net revenues:
| Three months ended March 31, | Percent change | |||||||||||||||||||||||||
| At actual currency rates | At constant currency rates | |||||||||||||||||||||||||
(dollars in millions) | 2026 | 2025 | ||||||||||||||||||||||||
| Immunology | ||||||||||||||||||||||||||
| Skyrizi | United States | $ | 3,775 | $ | 2,919 | 29.3 | % | 29.3 | % | |||||||||||||||||
| International | 708 | 506 | 39.8 | % | 28.0 | % | ||||||||||||||||||||
| Total | $ | 4,483 | $ | 3,425 | 30.9 | % | 29.2 | % | ||||||||||||||||||
| Rinvoq | United States | $ | 1,405 | $ | 1,220 | 15.1 | % | 15.1 | % | |||||||||||||||||
| International | 714 | 498 | 43.4 | % | 32.6 | % | ||||||||||||||||||||
| Total | $ | 2,119 | $ | 1,718 | 23.3 | % | 20.2 | % | ||||||||||||||||||
| Humira | United States | $ | 357 | $ | 744 | (52.0) | % | (52.0) | % | |||||||||||||||||
| International | 331 | 377 | (12.3) | % | (17.4) | % | ||||||||||||||||||||
| Total | $ | 688 | $ | 1,121 | (38.6) | % | (40.3) | % | ||||||||||||||||||
| Neuroscience | ||||||||||||||||||||||||||
| Vraylar | United States | $ | 902 | $ | 763 | 18.2 | % | 18.2 | % | |||||||||||||||||
| International | 3 | 2 | 67.6 | % | 58.9 | % | ||||||||||||||||||||
| Total | $ | 905 | $ | 765 | 18.4 | % | 18.4 | % | ||||||||||||||||||
| Botox Therapeutic | United States | $ | 842 | $ | 723 | 16.5 | % | 16.5 | % | |||||||||||||||||
| International | 167 | 143 | 16.3 | % | 6.7 | % | ||||||||||||||||||||
| Total | $ | 1,009 | $ | 866 | 16.5 | % | 14.9 | % | ||||||||||||||||||
| Ubrelvy | United States | $ | 330 | $ | 233 | 41.7 | % | 41.7 | % | |||||||||||||||||
| International | 9 | 7 | 29.2 | % | 22.9 | % | ||||||||||||||||||||
| Total | $ | 339 | $ | 240 | 41.4 | % | 41.2 | % | ||||||||||||||||||
| Qulipta | United States | $ | 250 | $ | 172 | 45.4 | % | 45.4 | % | |||||||||||||||||
| International | 46 | 21 | >100.0 % | 99.7 | % | |||||||||||||||||||||
| Total | $ | 296 | $ | 193 | 53.6 | % | 51.3 | % | ||||||||||||||||||
| Vyalev | United States | $ | 89 | $ | 6 | >100.0 % | >100.0 % | |||||||||||||||||||
| International | 112 | 57 | 98.3 | % | 76.9 | % | ||||||||||||||||||||
| Total | $ | 201 | $ | 63 | >100.0 % | >100.0 % | ||||||||||||||||||||
| Other Neuroscience | United States | $ | 46 | $ | 75 | (38.9) | % | (38.9) | % | |||||||||||||||||
| International | 79 | 80 | (1.5) | % | (11.7) | % | ||||||||||||||||||||
| Total | $ | 125 | $ | 155 | (19.6) | % | (24.8) | % | ||||||||||||||||||
| Oncology | ||||||||||||||||||||||||||
| Venclexta | United States | $ | 341 | $ | 312 | 9.2 | % | 9.2 | % | |||||||||||||||||
| International | 429 | 353 | 21.4 | % | 10.1 | % | ||||||||||||||||||||
| Total | $ | 770 | $ | 665 | 15.7 | % | 9.7 | % | ||||||||||||||||||
| Imbruvica | United States | $ | 332 | $ | 529 | (37.4) | % | (37.4) | % | |||||||||||||||||
| Collaboration revenues | 224 | 209 | 7.2 | % | 7.2 | % | ||||||||||||||||||||
| Total | $ | 556 | $ | 738 | (24.7) | % | (24.7) | % | ||||||||||||||||||
Elahere | United States | $ | 160 | $ | 165 | (2.9) | % | (2.9) | % | |||||||||||||||||
| International | 38 | 14 | >100.0 % | >100.0 % | ||||||||||||||||||||||
Total | $ | 198 | $ | 179 | 10.7 | % | 8.3 | % | ||||||||||||||||||
| Epkinly | Collaboration revenues | $ | 51 | $ | 36 | 40.4 | % | 40.4 | % | |||||||||||||||||
| International | 32 | 15 | >100% | 99.9 | % | |||||||||||||||||||||
| Total | $ | 83 | $ | 51 | 62.0 | % | 57.6 | % | ||||||||||||||||||
| Other Oncology | United States | $ | 24 | $ | — | n/m | n/m | |||||||||||||||||||
| Aesthetics | ||||||||||||||||||||||||||
| Botox Cosmetic | United States | $ | 371 | $ | 295 | 25.8 | % | 25.8 | % | |||||||||||||||||
| International | 297 | 261 | 13.9 | % | 7.1 | % | ||||||||||||||||||||
| Total | $ | 668 | $ | 556 | 20.2 | % | 17.0 | % | ||||||||||||||||||
| Juvederm Collection | United States | $ | 85 | $ | 75 | 12.2 | % | 12.2 | % | |||||||||||||||||
| International | 147 | 156 | (5.3) | % | (10.3) | % | ||||||||||||||||||||
| Total | $ | 232 | $ | 231 | 0.4 | % | (2.9) | % | ||||||||||||||||||
2026 Form 10-Q | | 26 | ||||
| Three months ended March 31, | Percent change | |||||||||||||||||||||||||
| At actual currency rates | At constant currency rates | |||||||||||||||||||||||||
(dollars in millions) | 2026 | 2025 | ||||||||||||||||||||||||
| Other Aesthetics | United States | $ | 248 | $ | 270 | (8.4) | % | (8.4) | % | |||||||||||||||||
| International | 38 | 45 | (15.7) | % | (20.5) | % | ||||||||||||||||||||
| Total | $ | 286 | $ | 315 | (9.4) | % | (10.1) | % | ||||||||||||||||||
| Other Key Products | ||||||||||||||||||||||||||
| Mavyret | United States | $ | 183 | $ | 142 | 28.3 | % | 28.3 | % | |||||||||||||||||
| International | 168 | 164 | 2.4 | % | (8.6) | % | ||||||||||||||||||||
| Total | $ | 351 | $ | 306 | 14.5 | % | 8.6 | % | ||||||||||||||||||
| Creon | United States | $ | 361 | $ | 355 | 1.8 | % | 1.8 | % | |||||||||||||||||
Linzess | United States | $ | 272 | $ | 139 | 96.9 | % | 96.9 | % | |||||||||||||||||
| International | 11 | 9 | 12.7 | % | 3.0 | % | ||||||||||||||||||||
| Total | $ | 283 | $ | 148 | 91.5 | % | 90.9 | % | ||||||||||||||||||
| All other | $ | 1,025 | $ | 1,253 | (18.1) | % | (19.9) | % | ||||||||||||||||||
| Total net revenues | $ | 15,002 | $ | 13,343 | 12.4 | % | 10.3 | % | ||||||||||||||||||
n/m – Not meaningful
The following discussion and analysis of AbbVie’s net revenues by product is presented on a constant currency basis.
Net revenues for Skyrizi increased 29% for the three months ended March 31, 2026 primarily driven by continued strong market share uptake as well as market growth across all indications.
Net revenues for Rinvoq increased 20% for the three months ended March 31, 2026 primarily driven by continued strong market share uptake as well as market growth across all indications.
Net revenues for Humira decreased 40% for the three months ended March 31, 2026 primarily driven by continued impact of direct biosimilar competition following the loss of exclusivity.
Net revenues for Vraylar increased 18% for the three months ended March 31, 2026 primarily driven by continued market share uptake as well as market growth.
Net revenues for Botox Therapeutic increased 15% for the three months ended March 31, 2026 primarily driven by market growth as well as continued market share uptake.
Net revenues for Ubrelvy increased 41% for the three months ended March 31, 2026 primarily driven by favorable pricing, continued market share uptake as well as market growth.
Net revenues for Qulipta increased 51% for the three months ended March 31, 2026 primarily driven by continued strong market share uptake as well as market growth.
Net revenues for Vyalev increased greater than 100% for the three months ended March 31, 2026 primarily driven by strong market share uptake.
Net revenues for Venclexta increased 10% for the three months ended March 31, 2026 primarily driven by increased demand.
Net revenues for Imbruvica represent product revenues in the United States and collaboration revenues outside of the United States related to AbbVie’s 50% share of Imbruvica profit. AbbVie's global Imbruvica revenues decreased 25% for the three months ended March 31, 2026 primarily driven by unfavorable pricing and decreased demand in the United States, partially offset by increased collaboration revenues.
Net revenues for Elahere increased 8% for the three months ended March 31, 2026 primarily driven by increased demand.
Net revenues for Botox Cosmetic increased 17% for the three months ended March 31, 2026 primarily driven by favorable pricing due to customer loyalty program changes in the United States in the prior year and the timing of customer inventory stocking.
Net revenues for Juvederm Collection decreased 3% for the three months ended March 31, 2026 primarily driven by decreased consumer demand, partially offset by favorable pricing due to customer loyalty program changes in the United States in the prior year and the timing of customer inventory stocking.
2026 Form 10-Q | | 27 | ||||
Gross Margin
| Three months ended March 31, | |||||||||||||||||
| (dollars in millions) | 2026 | 2025 | % change | ||||||||||||||
| Gross margin | $ | 10,784 | $ | 9,341 | 15 | % | |||||||||||
| as a % of net revenues | 72 | % | 70 | % | |||||||||||||
Gross margin as a percentage of net revenues increased for the three months ended March 31, 2026 compared to the prior year primarily due to higher net revenues and lower amortization of intangible assets.
Selling, General and Administrative
| Three months ended March 31, | |||||||||||||||||
| (dollars in millions) | 2026 | 2025 | % change | ||||||||||||||
| Selling, general and administrative | $ | 3,578 | $ | 3,293 | 9 | % | |||||||||||
| as a % of net revenues | 24 | % | 25 | % | |||||||||||||
Selling, general and administrative (SG&A) expenses as a percentage of net revenues decreased for the three months ended March 31, 2026 compared to the prior year primarily due to leverage from net revenues growth partially offset by higher litigation reserve charges.
Research and Development
| Three months ended March 31, | |||||||||||||||||
| (dollars in millions) | 2026 | 2025 | % change | ||||||||||||||
| Research and development | $ | 2,472 | $ | 2,067 | 20 | % | |||||||||||
| as a % of net revenues | 16 | % | 15 | % | |||||||||||||
Research and development (R&D) expenses as a percentage of net revenues increased for the three months ended March 31, 2026 compared to the prior year primarily due to increased funding to support all stages of the company’s pipeline assets.
Acquired IPR&D and Milestones
| Three months ended March 31, | |||||||||||
(in millions) | 2026 | 2025 | |||||||||
| Upfront charges | $ | 703 | $ | 246 | |||||||
| Development milestones | 41 | 2 | |||||||||
| Acquired IPR&D and milestones | $ | 744 | $ | 248 | |||||||
Acquired IPR&D and milestones expense for the three months ended March 31, 2026 included an upfront charge of $650 million related to a license agreement with RemeGen Co, Ltd. See Note 4 to the Condensed Consolidated Financial Statements for additional information.
Other Non-Operating Expenses (Income)
| Three months ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Interest expense | $ | 717 | $ | 700 | |||||||
| Interest income | (72) | (73) | |||||||||
| Interest expense, net | $ | 645 | $ | 627 | |||||||
| Other expense, net | $ | 2,306 | $ | 1,445 | |||||||
Other expense, net included charges related to changes in fair value of contingent consideration liabilities of $2.4 billion for the three months ended March 31, 2026 and $1.5 billion for the three months ended March 31, 2025. The fair value of contingent consideration liabilities is impacted by the passage of time and multiple other inputs, including discount rates, the estimated amount
2026 Form 10-Q | | 28 | ||||
of future sales of the acquired products and other market-based factors. For the three months ended March 31, 2026, the change in fair value reflected higher estimated Skyrizi sales and the passage of time, partially offset by higher discount rates. For the three months ended March 31, 2025, the change in fair value reflected higher estimated Skyrizi sales, the passage of time and lower discount rates.
Income Tax Expense
The effective tax rate was 33% for the three months ended March 31, 2026 compared to 22% for the three months ended March 31, 2025. The effective tax rate in each period differed from the U.S. statutory tax rate of 21% principally due to changes in fair value of contingent consideration and business development activities partially offset by the impact of foreign operations which reflect lower income tax rates in locations outside the United States. The increase in the effective tax rate for the three months ended March 31, 2026 over the prior year was primarily due to the increased impact of changes in fair value of contingent consideration and business development activities partially offset by changes in the impact of foreign operations.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
| Three months ended March 31, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Cash flows provided by (used in): | |||||||||||
| Operating activities | $ | 3,829 | $ | 1,635 | |||||||
| Investing activities | (574) | (735) | |||||||||
| Financing activities | 919 | (1,258) | |||||||||
Operating cash flows for the three months ended March 31, 2026 increased compared to the prior year primarily due to increased results from operations driven by higher net revenues, timing of working capital and lower payments related to litigation matters.
Investing cash flows for the three months ended March 31, 2026 included payments made for other acquisitions and investments, net of cash acquired of $266 million and capital expenditures of $265 million. Investing cash flows for the three months ended March 31, 2025 included $210 million cash consideration paid to acquire Nimble Therapeutics, Inc. offset by cash acquired of $6 million, payments made for other acquisitions and investments, net of cash acquired of $334 million and capital expenditures of $235 million.
Financing cash flows for the three months ended March 31, 2026 included the issuance of unsecured senior notes totaling $8.0 billion aggregate principal and the repayment of $2.0 billion aggregate principal of the 364-day term loan credit agreement. Financing cash flows for the three months ended March 31, 2025 included the issuance of unsecured senior notes totaling $4.0 billion aggregate principal and the repayment of $3.0 billion aggregate principal of the 3.80% senior notes.
Financing cash flows also included cash dividend payments of $3.1 billion for the three months ended March 31, 2026 and $2.9 billion for the three months ended March 31, 2025. The increase in cash dividend payments was primarily driven by the increase in the quarterly dividend rate.
On February 19, 2026, the company announced that its board of directors declared a quarterly dividend of $1.73 per share beginning with the dividend payable on May 15, 2026 to stockholders of record as of April 15, 2026. The timing, declaration, amount of and payment of any dividends by AbbVie in the future is within the discretion of its board of directors and will depend upon many factors, including AbbVie’s financial condition, earnings, capital requirements of its operating subsidiaries, covenants associated with certain of AbbVie’s debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by its board of directors.
The company's stock repurchase authorization permits purchases of AbbVie shares from time to time in open-market or private transactions at management's discretion. The program has no time limit and can be discontinued at any time. AbbVie repurchased 5 million shares for $1.1 billion during the three months ended March 31, 2026 and 3 million shares for $606 million during the three months ended March 31, 2025.
The company redeemed commercial paper during the three months ended March 31, 2026 and 2025, and issued commercial paper during the three months ended March 31, 2025. There were no commercial paper borrowings outstanding as of March 31, 2026 and commercial paper borrowings outstanding totaled $499 million as of December 31, 2025. AbbVie may issue additional commercial paper or redeem commercial paper to meet liquidity requirements as needed.
2026 Form 10-Q | | 29 | ||||
Credit Risk
AbbVie monitors economic conditions, the creditworthiness of customers and government regulations and funding, both domestically and abroad. AbbVie regularly communicates with its customers regarding the status of receivable balances, including their payment plans and obtains positive confirmation of the validity of the receivables. AbbVie establishes an allowance for credit losses equal to the estimate of future losses over the contractual life of outstanding accounts receivable. AbbVie may also utilize factoring arrangements to mitigate credit risk, although the receivables included in such arrangements have historically not been a significant amount of total outstanding receivables.
Credit Facilities, Access to Capital and Credit Ratings
Credit Facilities
AbbVie has two revolving credit facilities available, including a $5.0 billion five-year revolving credit facility that matures in March 2028 and a $3.0 billion five-year revolving credit facility that matures in January 2030. The revolving credit facilities are available to support AbbVie’s commercial paper program and enable the company to borrow funds to meet liquidity requirements on an unsecured basis at variable interest rates and contain various covenants. At March 31, 2026, the company was in compliance with all covenants, and commitment fees under the revolving credit facilities were insignificant. No amounts were outstanding under the company's revolving credit facilities as of March 31, 2026 and December 31, 2025.
Access to Capital
The company intends to fund short-term and long-term financial obligations as they mature through cash on hand, future cash flows from operations or has the ability to issue additional debt. The company’s ability to generate cash flows from operations, issue debt or enter into financing arrangements on acceptable terms could be adversely affected if there is a material decline in the demand for the company’s products or in the solvency of its customers or suppliers, deterioration in the company’s key financial ratios or credit ratings or other material unfavorable changes in business conditions. At the current time, the company believes it has sufficient financial flexibility to issue debt, enter into other financing arrangements and attract long-term capital on acceptable terms to support the company’s growth objectives.
Credit Ratings
In February 2026, Moody’s Investors Service upgraded AbbVie’s senior unsecured long-term credit rating to A2 with a stable outlook from A3 with a positive outlook and upgraded AbbVie’s short-term credit rating to Prime-1 from Prime-2. There were no other changes in the company’s credit ratings during the three months ended March 31, 2026. Unfavorable changes to the ratings may have an adverse impact on future financing arrangements; however, they would not affect the company’s ability to draw on its credit facility and would not result in an acceleration of scheduled maturities of any of the company’s outstanding debt.
CRITICAL ACCOUNTING POLICIES
A summary of the company’s significant accounting policies is included in Note 2, “Summary of Significant Accounting Policies” in AbbVie's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes in the company’s application of its critical accounting policies during the three months ended March 31, 2026.
FORWARD-LOOKING STATEMENTS
Some statements in this quarterly report on Form 10-Q are, or may be considered, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions and uses of future or conditional verbs, generally identify forward-looking statements. AbbVie cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to challenges to intellectual property, competition from other products, difficulties inherent in the research and development process, adverse litigation or government action, changes to laws and regulations applicable to AbbVie’s industry, the impact of global macroeconomic factors, such as economic downturns or uncertainty, international conflict, trade disputes, tariffs and other uncertainties and risks associated with global business operations. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie’s operations is set forth in Item 1A, “Risk Factors,” in AbbVie’s Annual Report on Form 10-K for the year ended December 31, 2025, which has been filed with the Securities and Exchange Commission. AbbVie notes these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. AbbVie undertakes no obligation, and specifically declines, to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.
2026 Form 10-Q | | 30 | ||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of the company's market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" in AbbVie's Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Chairman of the Board and Chief Executive Officer, Robert A. Michael, and the Chief Financial Officer, Scott T. Reents, evaluated the effectiveness of AbbVie's disclosure controls and procedures as of the end of the period covered by this report, and concluded that AbbVie's disclosure controls and procedures were effective to ensure that information AbbVie is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by AbbVie in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to AbbVie's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Changes in internal control over financial reporting. There were no changes in AbbVie's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, AbbVie's internal control over financial reporting during the quarter ended March 31, 2026.
Inherent Limitations on Effectiveness of Controls. AbbVie’s management, including its Chief Executive Officer and its Chief Financial Officer, do not expect that AbbVie’s disclosure controls or internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
2026 Form 10-Q | | 31 | ||||
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information pertaining to legal proceedings is provided in Note 11 to the Condensed Consolidated Financial Statements and is incorporated by reference herein.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
| Period | (a) Total Number of Shares (or Units) Purchased | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1, 2026 - January 31, 2026 | 976 | (1) | $222.49 | (1) | — | $2,896,110,760 | ||||||||||||||||||||
| February 1, 2026 - February 28, 2026 | 909 | (1) | $223.56 | (1) | — | $2,896,110,760 | ||||||||||||||||||||
| March 1, 2026 - March 31, 2026 | 4,621,835 | (1) | $230.40 | (1) | 4,621,000 | $1,831,437,567 | ||||||||||||||||||||
| Total | 4,623,720 | (1) | $230.40 | (1) | 4,621,000 | $1,831,437,567 | ||||||||||||||||||||
1.In addition to AbbVie shares repurchased on the open market under a publicly announced program, these shares also included the shares purchased on the open market for the benefit of participants in the AbbVie Employee Stock Purchase Plan – 976 in January; 909 in February; and 835 in March.
These shares do not include the shares surrendered to AbbVie to satisfy minimum tax withholding obligations in connection with the vesting or exercise of stock-based awards.
ITEM 5. OTHER ITEMS
(c) Director and Officer Trading Arrangements
During the three months ended March 31, 2026, no director or officer of the company adopted terminated
2026 Form 10-Q | | 32 | ||||
ITEM 6. EXHIBITS
Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be “filed” under the Securities Exchange Act of 1934.
| Exhibit No. | Exhibit Description | ||||||||||
| 101 | The following financial statements and notes from the AbbVie Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 8, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Earnings; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Equity (Deficit); (v) Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to Condensed Consolidated Financial Statements. | ||||||||||
| 104 | Cover Page Interactive Data File (the cover page from the AbbVie Inc. Quarterly Report on Form 10-Q formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||
_______________________________________________________________________________
* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
2026 Form 10-Q | | 33 | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ABBVIE INC. | ||||||||
By: | /s/ Scott T. Reents | |||||||
| Scott T. Reents | ||||||||
| Executive Vice President, | ||||||||
| Chief Financial Officer (Principal Financial Officer) | ||||||||
Date: May 8, 2026
2026 Form 10-Q | | 34 | ||||
Exhibit 10.1 Performance Vested Restricted Stock Unit Agreement (2026) ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT On this %%OPTION_DATE,'MONTH DD, YYYY'%-% (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to %%FIRST_NAME%-% %%LAST_NAME%-% (the “Employee”) a Performance-Vested Restricted Stock Unit award (the “Award”) of %%TOTAL_SHARES_GRANTED,'999,999,999'%-% restricted stock units (the “Units”). The number of Units granted reflects the Units that may become earned based on target vesting level for all Award tranches. The actual number of shares of Company common stock (the “Shares”) that may be issued under this Award will be determined in accordance with this Agreement by reference to the target number of Units set forth above. The Award is granted under the Program and is subject to the terms and conditions of the Program and this Agreement. In the event of any inconsistency between this Agreement and the Program, the Program shall control. The terms and conditions of the Award are as follows: 1. Definitions. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program. (a) Agreement: This Performance-Vested Restricted Stock Unit Agreement. (b) Cause: Unless an alternative definition of cause applies in the Employee’s Change in Control Agreement following a “Change in Control” (as defined in such agreement), cause shall mean the following, as determined by the Company in its sole discretion: (i) material breach by the Employee of the terms and conditions of the Employee’s employment, including, but not limited to: (A) material breach by the Employee of the Company’s Code of Business Conduct, as amended from time to time; (B) material breach by the Employee of the Employee’s Employee Agreement or employment contract, if any; (C) commission by the Employee of an act of fraud, embezzlement or theft in connection with the Employee’s duties or in the course of the Employee’s employment; (D) wrongful disclosure by the Employee of secret processes or confidential information of the Company or any of its Subsidiaries; or (E) failure by the Employee to substantially perform the duties of the Employee’s employment (other than any such failure resulting from the Employee’s Disability); or (ii) material breach by the Employee of Addendum 1 to this Agreement. For the avoidance of doubt, the above definition of Cause is substantially similar to the applicable provision in Appendix A of the Change in Control Agreement.
2 Performance Vested Restricted Stock Unit Agreement (2026) (c) Change in Control Agreement: An agreement regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee. (d) Controlled Group: AbbVie Inc. and any corporation, partnership and proprietorship under common control (as defined under the aggregation rules of Code Section 414 (b), (c), or (m)) with AbbVie Inc. (e) Data: Certain information, including personal information about the Employee held by the Company and the Subsidiary that employs the Employee (if applicable), including (but not limited to) the Employee’s name, home address and telephone number, email address, date of birth, social security, passport or other identification number, salary, nationality, job title, any Shares held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Program. (f) Disability: Sickness or accidental bodily injury, directly and independently of all other causes, that disables the Employee so that the Employee is completely prevented from performing all the duties of their occupation or employment. (g) Employee Agreement: The Employee Agreement entered into by and between the Company or a Subsidiary and the Employee as it may be amended from time to time. (h) Employee’s Representative: The Employee’s legal guardian or other legal representative. (i) Good Reason: Unless an alternative definition of good reason applies in the Employee’s Change in Control Agreement following a “Change in Control” (as defined in such agreement), good reason shall mean the occurrence of any of the following circumstances without the Employee’s express written consent: (i) a significant adverse change in the nature, scope or status of the Employee’s position, authorities or duties from those in effect immediately prior to the Change in Control, including, without limitation, if the Employee was, immediately prior to the Change in Control, an officer of a public company, the Employee ceasing to be an officer of a public company; (ii) the failure by the Company or a Subsidiary to pay the Employee any portion of the Employee’s current compensation, or to pay the Employee any portion of any installment of deferred compensation under any deferred compensation program of the Company, within seven days of the date such compensation is due; (iii) a reduction in the Employee’s annual base salary (or a material change in the frequency of payment) as in effect immediately prior to the Change in Control as the same may be increased from time to time; (iv) the failure by the Company or a Subsidiary to award the Employee an annual bonus in any year which is at least equal to the annual bonus awarded to the Employee under the annual bonus plan of the Company or Subsidiary for the year immediately preceding the year of the Change in Control; (v) the failure by the Company to award the Employee equity-based incentive compensation (such as stock options, shares of restricted stock, restricted stock
3 Performance Vested Restricted Stock Unit Agreement (2026) units, or other equity-based compensation) on a periodic basis consistent with the Company’s practices with respect to timing, value and terms prior to the Change in Control; (vi) the failure by the Company or a Subsidiary to continue to provide the Employee with the welfare benefits, fringe benefits and perquisites enjoyed by the Employee immediately prior to the Change in Control under any of the Company’s or Subsidiary’s plans or policies, including, but not limited to, those plans and policies providing pension, life insurance, medical, health and accident, disability and vacation; (vii) the relocation of the Employee’s base office to a location that is more than 35 miles from the Employee’s base office immediately prior to the Change in Control; or (viii) the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement as contemplated in Section 5. (j) Performance Period: The period(s) specified in the attached Schedule, over which achievement of the Performance Vesting Requirements is to be measured. (k) Performance Vesting Requirements: The performance goals described in the attached Schedule, which must be achieved for Units to vest and the corresponding Shares to be delivered under this Award. (l) Program: The AbbVie Amended and Restated 2013 Incentive Stock Program, as amended from time to time. (m) Retirement: (i) Except as provided under (ii) or (iii) below, Retirement means any of the following: age 55 with 10 years of service; or age 60 with five years of service; or age 65 with three years of service. (ii) For Employees who (A) transferred to the Company directly from Abbott Laboratories either as a result of the Company’s spin-off from Abbott Laboratories or during the period from January 1, 2013 through June 30, 2015 with the consent of each company’s head of human resources, and (B) were hired into the Abbott Laboratories controlled group prior to January 1, 2004, Retirement means either of the following: age 50 with 10 years of service; or age 65 with three years of service.
4 Performance Vested Restricted Stock Unit Agreement (2026) (iii) For purposes of calculating service under this Section 1(m), except as otherwise provided by the Committee or its delegate: (A) subject to subsections (B), (C) and (D) below, “years of service” shall mean the aggregate period of service, expressed as a number of whole years and fractions thereof, during which the Employee served without interruption as an employee of the Controlled Group; (B) service is earned only if performed for a member of the Controlled Group while that Controlled Group member is a part of the Controlled Group (for the avoidance of doubt, a period of employment of an employee with a business entity, part or all of which is or was acquired by or becomes part of the Controlled Group, will not be considered a period of service prior to the time such acquired entity has become a member of the Controlled Group); (C) for Employees who transferred to the Company directly from Abbott Laboratories during the period from January 1, 2013 through June 30, 2015 either as a result of the Company’s spin-off from Abbott Laboratories or with the consent of each company’s head of human resources, service includes service with Abbott Laboratories that is counted for Retirement eligibility purposes under applicable law or Company procedures; and (D) applicable law, Company procedures, and/or Program administration rules apply in determining credited service and Retirement eligibility. (n) Termination: A severance of employment for any reason (including Retirement) from the Company and all Subsidiaries. Any Termination (whether or not in breach of local labor laws) shall be effective on the last day the Employee performs services for or on behalf of the Company or its Subsidiary as an employee, and employment shall not be extended by any statutory or common law notice of termination period (e.g., active employment does not include a period of “garden leave” or similar period pursuant to local law). The Company shall have the exclusive discretion to determine when Termination occurs, including when a leave of absence will be considered a Termination. 2. Delivery Dates and Shareholder Rights. The delivery dates for Shares issuable with respect to the Units are the respective dates on which the Shares are distributable to the Employee if the Restrictions lapse pursuant to Section 4 or 5 below (each a “Delivery Date”). Prior to the Delivery Date(s): (a) the Employee shall not be treated as a shareholder as to any Shares issuable under the Agreement, and shall have only a contractual right to receive Shares, unsecured by any assets of the Company or its Subsidiaries; (b) the Employee shall not be permitted to vote any Shares issuable under the Agreement; and (c) the Units will be subject to the adjustment provisions relating to mergers, reorganizations, and similar events set forth in the Program.
5 Performance Vested Restricted Stock Unit Agreement (2026) Subject to the requirements of local law, if any dividend or other distribution is declared and paid on Shares (other than dividends or distributions of securities of the Company which may be issued with respect to its Shares by virtue of any stock split, combination, stock dividend or recapitalization) while any of the Units remain outstanding, then a phantom dividend will be accrued that is equivalent to the actual dividend or distribution that would have been paid on a single Share. As any Units vest and are earned under this Award, the accrued phantom dividends that are attributable to the earned Shares issuable with respect to such Units will vest and be distributed to the Employee (in the form in which the actual dividend or distribution was paid to shareholders or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the earned Shares resulting from the Unit vesting. Any such distribution is subject to the Company’s collection of withholding taxes applicable to the distribution. No phantom dividends will be paid or payable to or for the benefit of the Employee (i) with respect to dividends or distributions for which the record date occurs on or after (A) the applicable Delivery Date, (B) the date the Employee has forfeited the Units, or (C) in some cases due to applicable law, the date the Restrictions on the Units have lapsed, or (ii) if it is not administratively practicable or feasible to make such payments. For purposes of compliance with the time and form of payment requirements of Code Section 409A, to the extent applicable, the phantom dividends shall be treated separately from the Units, and the specified date for payment of any phantom dividend to which the Employee is entitled under this Section 2 is the calendar year in which the corresponding Shares vest and are distributed to the Employee (notwithstanding anything to the contrary herein). The Employee has no right to determine the year in which phantom dividends will be paid. 3. Restrictions. The Units are subject to the forfeiture provisions in Sections 6 and 7 below. Shares are not earned and may not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of (collectively, the “Restrictions”) until an event or combination of events described in subsections 4(a), (b), (c) or (d) or Section 5 occurs, and except as provided in Section 24. 4. Lapse of Restrictions. The number of Shares that become issuable under this Award, as set forth in this Section 4 and subject to the provisions of Sections 5, 6, 7 and 12 below, will be calculated based on the extent to which the Performance Vesting Requirements are achieved. The Committee may equitably adjust the Performance Vesting Requirements in recognition of unusual or non- recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence or related to the acquisition or disposal of a business or assets or related to a change in accounting principles. (a) Performance. Subject to subsections (b), (c), and (d) below, if the Employee remains employed with the Company or its Subsidiaries as of the applicable vesting date specified below, then: (i) the Restrictions on up to one-third of the total number of Units may lapse on %%VEST_DATE_PERIOD1,'MONTH DD, YYYY'%-%, and the Units may be earned as determined in accordance with the Schedule;
6 Performance Vested Restricted Stock Unit Agreement (2026) (ii) the Restrictions on up to an additional one-third of the total number of Units may lapse on %%VEST_DATE_PERIOD2,'MONTH DD, YYYY'%-%, and the Units may be earned as determined in accordance with the Schedule; and (iii) the Restrictions on up to an additional one-third of the total number of Units may lapse on %%VEST_DATE_PERIOD3,'MONTH DD, YYYY'%-%, and the Units may be earned as determined in accordance with the Schedule. (b) Retirement. The Restrictions will continue to apply in the event of the Employee’s Termination due to Retirement, but may lapse thereafter in accordance with the provisions of subsection 4(a) above, in which case any Units not previously settled on a Delivery Date will be settled in the form of Shares on the Delivery Date(s) set forth in subsection 4(a) above occurring after the date of such Termination due to Retirement. (c) Death. The Restrictions will lapse on the date of the Employee’s Termination due to death, and any Units not previously settled on a Delivery Date will be settled (for the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution) in the form of Shares as soon as practicable after, and effective as of, the date of Termination due to death. The extent to which the Units are earned, and the number of Shares to be delivered as a result, will be determined as follows: (i) For any Performance Period that has begun but has not been completed as of the date of Termination due to death, the number of Shares to be delivered with respect to the applicable Award tranche will be determined based on the greater of (A) performance through the date of Termination measured against the Performance Vesting Requirements using the most recent earnings information released before the date of Termination, and (B) the target vesting level for the applicable Award tranche. (ii) For any Performance Period that has not yet begun as of the date of Termination due to death, the number of Shares to be delivered will be determined using the target vesting level for the applicable Award tranche(s). (d) Disability. The Restrictions will lapse on the date of the Employee’s Termination due to Disability, and any Units not previously settled on a Delivery Date will be settled in the form of Shares as soon as practicable after, and effective as of, the date of Termination due to Disability. The extent to which Units are earned, and the number of Shares to be delivered as a result, will be determined as follows: (i) For any Performance Period that has begun but has not been completed as of the date of Termination due to Disability, the number of Shares to be delivered with respect to the applicable Award tranche will be determined based on the greater of (A) performance through the date of Termination measured against the Performance Vesting Requirements using the most recent earnings information released before the date of Termination, and (B) the target vesting level for the applicable Award tranche.
7 Performance Vested Restricted Stock Unit Agreement (2026) (ii) For any Performance Period that has not yet begun as of the date of Termination due to Disability, the number of Shares to be delivered will be determined using the target vesting level for the applicable Award tranche(s). 5. Change in Control. In the event of a Change in Control, the entity surviving such Change in Control or the ultimate parent thereof (referred to herein as the “Surviving Entity”) may assume, convert or replace this Award with an award of at least equal value and terms and conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. If the Surviving Entity does not assume, convert or replace this Award, the Restrictions will lapse and the Units shall be immediately settled on the date of the Change in Control, as described below. If the Surviving Entity does assume, convert or replace this Award, then in the event the Employee’s Termination (a) occurs within the time period beginning six months immediately before a Change in Control and ending two years immediately following such Change in Control, and (b) was initiated by the Company (or the Surviving Entity) for a reason other than Cause or was initiated by the Employee for Good Reason, the Restrictions will lapse on the later of the date of the Change in Control and the date of the Employee’s Termination (referred to herein as the “Applicable Lapse Date”). The extent to which the Units are earned, and the number of Shares to be delivered as a result, will be determined as follows: (i) For any Performance Period that has begun but has not been completed as of the Applicable Lapse Date, the number of Shares to be delivered with respect to the applicable Award tranche will be determined based on the greatest of: (A) performance through the date of the Change in Control measured against the Performance Vesting Requirements using the most recent earnings information released before the date of the Change in Control; (B) performance through the date of the Termination measured against the Performance Vesting Requirements using the most recent earnings information released before the date of the Termination; and (C) the target vesting level for the applicable Award tranche. (ii) For any Performance Period that has not yet begun as of the Applicable Lapse Date, the number of Shares to be delivered will be determined using the target vesting level for the applicable Award tranche(s). The provisions of this Section 5 shall supersede Section 13(a)(iv) and (v) of the Program. 6. Effect of Certain Bad Acts. Any Units not previously settled will be cancelled and forfeited immediately if the Employee engages in activity that constitutes Cause, as determined in the sole opinion and discretion of the Committee or its delegate, whether or not the Employee experiences a Termination or remains employed with the Company or a Subsidiary. 7. Forfeiture of Units; Recoupment. (a) Effect of Termination. In the event of the Employee’s Termination for any reason other than those set forth in subsection 4(b), (c) or (d) or Section 5, any Units with respect to
8 Performance Vested Restricted Stock Unit Agreement (2026) which Restrictions have not lapsed as of the date of Termination will be forfeited without consideration to the Employee or the Employee’s Representative. In the event that the Employee is terminated by the Company other than for Cause and in a situation not covered by Section 5, the Company may, in its sole discretion, cause some or all of the Units to continue to be subject to the Restrictions, provided such Restrictions may lapse thereafter in accordance with the provisions of subsection 4(a), in which case such Units will be settled in the form of Shares on the Delivery Date(s) set forth in subsection 4(a) above as if the Employee had remained employed on such dates. (b) Recoupment. Without limiting Section 14(q) of the Program, the Units, any Shares issued upon settlement of the Units and any proceeds therefrom shall be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company (i) currently in effect, (ii) as may be adopted by the Company to comply with applicable law and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual, or (iii) as may be adopted by the Company to facilitate the Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other service provider or related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Recoupment Policy”), with the provisions contained in such Recoupment Policy deemed incorporated into this Agreement without the Employee’s additional or separate consent. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Units to re- convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. In accepting the Award and the terms of this Agreement, the Employee acknowledges and agrees that the Recoupment Policy shall apply to all other forms of incentive compensation awarded to the Employee, as well. No recovery of compensation as described in this Section will be an event giving rise to the Employee’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, a Subsidiary and/or the Employee. 8. Withholding Taxes. To the extent permitted under applicable law and by the Company, the Employee may satisfy any U.S. or non-U.S. federal, state, local or other applicable taxes arising from the grant of the Award, the lapse of Restrictions or the delivery of Shares pursuant to this Agreement by: (a) tendering a cash payment; (b) having the Company withhold Shares from the Shares to be delivered to satisfy the applicable withholding tax;
9 Performance Vested Restricted Stock Unit Agreement (2026) (c) delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to satisfy the applicable withholding tax; or (d) delivering other previously acquired Shares having a Fair Market Value approximately equal to the amount to be withheld. The Company shall have the right and is hereby authorized to withhold from the Shares deliverable to the Employee pursuant to this Agreement or (to the extent permitted by applicable law, including without limitation Code Section 409A) from any other compensation or other amount owing to the Employee, such amount as may be necessary in the opinion of the Company to satisfy all such taxes, requirements and withholding obligations. If the Company withholds for tax purposes from the Shares otherwise to be delivered to the Employee, the Employee is deemed to have been issued the full number of Shares underlying the Award, subject to the Restrictions set forth in this Agreement. Notwithstanding the foregoing, if the Employee is subject to Section 16(b) of the Exchange Act, the Company will withhold using the method described in subsection 8(b) above unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting consequences, in which case the Committee shall determine which of the other methods described in this Section 8 or in the Program shall be used to satisfy the applicable withholding obligations. 9. No Right to Continued Employment. This Agreement and the Employee’s participation in the Program do not and shall not be interpreted to: (a) form an employment contract or relationship with the Company or its Subsidiaries; (b) confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries; or (c) interfere with the ability of the Company or its Subsidiaries to terminate the Employee’s employment at any time. 10. Nature of Grant. In accepting this Award, the Employee acknowledges and agrees that: (a) the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the Committee (or its delegate), in its sole discretion; (d) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) the Employee is voluntarily participating in the Program; (f) the Units and Shares subject to the Units are:
10 Performance Vested Restricted Stock Unit Agreement (2026) (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from (i) Termination (for any reason whatsoever) and/or (ii) the application of Sections 6 and/or 7 above and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 11. Data Privacy. (a) Pursuant to applicable personal data protection laws, the Employee is hereby notified and acknowledges that the collection, processing and transfer of the Employee’s personal Data is necessary for the Company’s administration of the Program and the Employee’s participation in the Program. The Employee’s choice to deny and/or object to the collection, processing and transfer of personal Data may affect the Employee’s ability to participate in the Program. For more information about how the Company may collect, process, and transfer personal Data, please see the AbbVie Employee Privacy Notice applicable to the Employee’s jurisdiction: AbbVie Employee Privacy Notice. (b) Data may be provided by the Employee or collected, where lawful, from third parties, and the Company and the Subsidiary that employs the Employee (if applicable) will process the Data for the purpose of implementing, administering and managing the Employee’s participation in the Program, including meeting legal obligations related thereto. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with
11 Performance Vested Restricted Stock Unit Agreement (2026) confidentiality and security provisions as set forth by applicable laws and regulations in the Employee’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Program and for the Employee’s participation in the Program. (c) The Company and the Subsidiary that employs the Employee (if applicable) will transfer Data as necessary for the purpose of implementation, administration and management of the Employee’s participation in the Program, and the Company and the Subsidiary that employs the Employee (if applicable) may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Program. These recipients may be located throughout the world, and cross-border transfers of Data will be supported by required onward transfer mechanisms, including standard contractual clauses where applicable. (d) The Employee may, at any time, exercise the Employee’s rights provided under applicable personal data protection laws, which may include the right to: (i) obtain confirmation as to the existence of the Data; (ii) verify the content, origin and accuracy of the Data; (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data; and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Program and the Employee’s participation in the Program. The Employee may seek to exercise these rights by contacting the Employee’s local human resources manager. 12. Form of Payment. The Company may, in its sole discretion, settle the Employee’s Units in the form of a cash payment to the extent settlement in Shares: (a) is prohibited under local law; (b) would require the Employee, the Company and/or its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Employee’s country; (c) would result in adverse tax consequences for the Employee or the Company; or (d) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the Employee’s Units in the form of Shares but require the Employee to sell such Shares immediately or within a specified period of time following the Employee’s Termination (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Employee’s behalf). 13. Private Placement. This Award is not intended to be a public offering of securities in the Employee’s country. The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and this Award is not subject to the supervision of the local securities authorities.
12 Performance Vested Restricted Stock Unit Agreement (2026) 14. Exchange Controls. As a condition to this Award, the Employee agrees to comply with any applicable foreign exchange rules and regulations. 15. Compliance with Applicable Laws and Regulations. (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed. (b) Regardless of any action the Company or its Subsidiaries take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Program and legally applicable to the Employee or deemed by the Company or its Subsidiaries to be an appropriate charge to the Employee even if technically due by the Company or its Subsidiaries (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or its Subsidiaries, if any. The Employee further acknowledges that the Company and/or its Subsidiaries: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, lapse of Restrictions or settlement of the Units, the issuance of Shares upon payment of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. If the Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. If the Employee relocates to another country, the Company may establish special or alternative terms and conditions as necessary or advisable to comply with local laws, rules or regulations, to facilitate the operation and administration of the Award and the Program and/or to accommodate the Employee’s relocation. (c) The Employee acknowledges that, depending on the Employee’s or the broker’s country of residence or where the Shares are listed, the Employee may be subject to insider trading restrictions and/or market abuse laws which may affect the Employee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Units) or rights linked to the value of Shares during such times the Employee is considered to have “inside information” regarding the Company as defined in the laws or regulations in the Employee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before the Employee possessed inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The Employee
13 Performance Vested Restricted Stock Unit Agreement (2026) understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is the Employee’s responsibility to comply with any restrictions and the Employee is advised to speak to the Employee’s personal legal advisor on this matter. 16. Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program or Section 5 of this Agreement, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the date of the Employee’s Disability shall be determined by the Company in its sole discretion; and (d) notwithstanding any provision of the Program or this Agreement to the contrary, it will not be a violation of the Program or this Agreement, and the Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A.
14 Performance Vested Restricted Stock Unit Agreement (2026) 17. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Award, the Employee’s participation in the Program or the Employee’s acquisition or sale of the underlying Shares. The Employee is hereby advised to consult with the Employee’s own personal tax, legal and financial advisors regarding participation in the Program before taking any action related to the Program. 18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee’s participation in the Program, on the Units and on any Shares acquired under the Program, to the extent the Company or any Subsidiary determines it is necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Units and the Program, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Employee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Employee’s country. In addition, the Employee agrees to take any and all actions as may be required to comply with the Employee’s personal obligations under local laws, rules and regulations in the Employee’s country. 19. Determinations. Each decision, determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Company, the Committee or any delegate of the Committee shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Company, the Employee, the Employee’s Representative, and the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution. 20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Program through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 21. Addenda. (a) Addendum 1 – Confidential Information, Inventions and Other Restrictions. By accepting the Award, the Employee agrees to the terms of the addendum attached hereto as Addendum 1. Addendum 1 constitutes part of this Agreement. (b) Addendum 2 – Jurisdiction-Specific Provisions. This Award shall be subject to any special terms and conditions set forth in Addendum 2 to this Agreement for the Employee’s country or jurisdiction. Moreover, if the Employee relocates to one of the countries or jurisdictions included in Addendum 2, the special terms and conditions for such country or jurisdiction will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or facilitate the operation and administration of the Units and the Program (or the Company may establish alternative terms and conditions as
15 Performance Vested Restricted Stock Unit Agreement (2026) may be necessary or advisable to accommodate the Employee’s relocation). Addendum 2 constitutes part of this Agreement. 22. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. To the extent a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, in whole or in part, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. 23. Entire Agreement. This Agreement, the Program and the Employee’s Change in Control Agreement constitute the entire agreement between the Employee and the Company regarding the Award and supersede all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the Award (including, for the avoidance of doubt, any severance plan or policy applicable to the Employee), and Employee agrees that, as a condition to receiving this Award, the Employee waives the right to any accelerated vesting of the Award pursuant to any other plan, program or arrangement in effect or entered into prior to the date hereof. Except as expressly set forth herein, this Agreement (and any provision of this Agreement) may not be modified, changed or clarified by the parties, except in a writing specifying the modification, change or clarification signed by a duly authorized Company officer. 24. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee, the Employee’s Representative, and the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution. 25. Language. The Employee acknowledges and agrees that it is the Employee’s express intent that this Agreement, the Program and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Employee is in a country where English is not an official language, the Employee acknowledges that the Employee is sufficiently proficient in English or has had the ability to consult with an advisor who is sufficiently proficient in the English language, so as to allow the Employee to understand the terms and conditions of this Agreement, the Program and any other documents related to the Award. If the Employee has received this Agreement or any other document related to the Program translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by applicable law. 26. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any state’s conflict of laws principles. For any legal action relating to this Agreement, the parties to this Agreement consent to the exclusive jurisdiction and venue of the federal courts of the Northern District of Illinois, USA, and, if there is no jurisdiction in federal court, to the exclusive jurisdiction and venue of the state courts in Lake County, Illinois, USA.
16 Performance Vested Restricted Stock Unit Agreement (2026) * * *
17 Performance Vested Restricted Stock Unit Agreement (2026) IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on their behalf. EMPLOYEE By: SIGNED BY ELECTRONIC SIGNATURE BY ELECTRONICALLY ACCEPTING THE AWARD, THE EMPLOYEE AGREES THAT (1) SUCH ACCEPTANCE CONSTITUTES THE EMPLOYEE’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (2) THE EMPLOYEE AGREES TO BE BOUND BY THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA; (3) THE EMPLOYEE HAS REVIEWED THE PROGRAM, THE AGREEMENT AND THE ADDENDA IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA; (4) THE EMPLOYEE HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PROGRAM; AND (5) THE EMPLOYEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE OR ITS DULY AUTHORIZED DELEGATE ON ANY QUESTIONS ARISING UNDER THE PROGRAM, THE AGREEMENT AND THE ADDENDA. IF THE EMPLOYEE DOES NOT REJECT THE AWARD OR ELECTRONICALLY ACCEPT THE AWARD BY THE FIRST VESTING DATE FOR THE AWARD SET FORTH IN SECTION 4(a) OF THIS AGREEMENT, THE EMPLOYEE WILL BE DEEMED TO ACCEPT THE AWARD, AND THE EMPLOYEE WILL BE BOUND BY THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA.
18 Performance Vested Restricted Stock Unit Agreement (2026) Schedule SCHEDULE PERFORMANCE PERIODS AND PERFORMANCE VESTING REQUIREMENTS
19 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT CONFIDENTIAL INFORMATION, INVENTIONS AND OTHER RESTRICTIONS The Employee acknowledges that the Company and each Company Subsidiary (as defined below) (collectively, “AbbVie”) has the right to protect its goodwill and interest in Confidential Information (as defined below) and obtain the benefit of certain Inventions (as defined below) developed by its employees and agents. In addition, the Employee acknowledges that the Employee had the opportunity to consult with an attorney before accepting the terms of the Agreement, including this Addendum 1. This Addendum 1 forms part of the Agreement. In consideration of the Award granted to the Employee, and the Employee’s continued access to AbbVie’s Confidential Information and Inventions and training that the Employee shall receive from AbbVie, the Employee agrees as follows; provided, however, that Paragraphs 8, 9 and 11 shall not apply to the Employee if the Employee primarily performs services for AbbVie outside of the United States. 1. The Employee is engaged by AbbVie in a position of trust and confidence in which the Employee will receive, use, observe, obtain, or otherwise come into contact with or have access to Confidential Information and Inventions, and may invent, discover, initiate or otherwise contribute to Confidential Information and Inventions as an integral part of the Employee’s employment. 2. As used in this Addendum 1, the following terms have the meanings specified below: (a) Company Subsidiary: Company Subsidiary shall mean a corporation or any other commercial organization or entity (including, without limitation, Allergan plc and its subsidiaries) and any branch or office of any of the foregoing, thirty percent (30%) or more of the assets or voting securities of which the Company owns or controls, directly or indirectly. (b) Confidential Information: Confidential Information shall mean all information disclosed to, learned by, or known by the Employee as a consequence of or through his/her employment by or potential employment with AbbVie, about AbbVie’s strategies, plans, products, methods, processes, or services, including, without limitation, information relating to techniques, shop practices, formulae, organisms, parts of organisms, compounds, compositions, testing apparatus, software, research data, clinical data, pharmacological data, customer/patient lists and data and files, pricing and sales information, equipment, devices, prototypes and models, any other information relating to research, development, discoveries, inventions, improvements, innovations, manufacture, purchasing, accounting, engineering, marketing, merchandising, and selling, and all other know-how, trade secrets and proprietary information that are in AbbVie’s possession and that have not been published or disclosed to the general public, and any information that provides AbbVie with a business and/or economic benefit from not being publicly available. Confidential Information also includes information AbbVie received under an obligation of confidentiality to any third party and Inventions that have not been disclosed to the public. Confidential Information also means personnel data to the extent such personnel data is disclosed to, learned by or known by the Employee so as to carry out his/her employment duties relating to personnel data at AbbVie and financial data to the extent such financial data is disclosed to, learned by or known by the Employee so as to carry out his/her employment duties relating to financial data at AbbVie.
20 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 (c) Inventions: Inventions shall mean inventions, discoveries, concepts, ideas, and original works of authorship, whether or not patentable or copyrightable, including, but not limited to, compounds, compositions of matter, machines, articles of manufacture, processes, methods, formulae, software, techniques, strains and cultures, cell parts and organisms, as well as improvements thereof or know-how related thereto. 3. All identification badges, access cards or keys, automobiles, computers or other equipment, memoranda, notes, records, reports, photographs, drawings, plans, papers, computer software, compounds and other documents, products and materials made or compiled by or made available to the Employee during the course of employment with AbbVie, and any copies, summaries or abstracts thereof, whether in electronic, paper or other form and whether or not they contain or relate to Confidential Information or Inventions, are and shall be the property of AbbVie and shall be delivered to AbbVie by the Employee prior to termination of employment with AbbVie. 4. All Inventions, trademarks, trade dress, and Internet domain names, whether or not patentable, copyrightable, or registerable (including all data and records pertaining thereto) which the Employee may invent, discover, originate, make, create, author, develop, conceive, or reduce to practice during the term of employment with AbbVie or which may arise out of or result from Confidential Information obtained, provided or otherwise acquired, either directly or indirectly, by the Employee in connection with the Employee’s employment with AbbVie shall be and hereby are the sole and exclusive property of AbbVie. The Employee shall promptly and fully disclose each and all such Inventions, trademarks, trade dress, and Internet domain names to AbbVie. 5. The Employee has assigned and transferred to AbbVie (or any person designated by AbbVie), and hereby does assign and transfer to AbbVie (or any person designated by AbbVie), without additional compensation, the Employee’s entire right, title, and interest to all of the Inventions, trademarks, trade dress, and Internet domain names described in Paragraph 4 and any related U.S. or foreign counterparts, including all patents, patent applications, priority rights, copyrights and registrations thereon or related thereto. The Employee shall execute any additional instruments AbbVie considers necessary to convey, confirm or perfect AbbVie’s ownership thereof, and shall assist AbbVie in obtaining, defending and enforcing its rights therein. AbbVie shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay the Employee reasonable compensation for any time the Employee spent performing such duties at AbbVie’s request after the Employee’s termination of employment. In addition, the Employee shall maintain in confidence any Confidential Information, including documents and communications, disclosed to the Employee after the Employee’s termination of employment. (a) IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF CALIFORNIA, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE U.S. STATE OF CALIFORNIA, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 1. IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF ILLINOIS, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2, ACT 1060 OF CHAPTER 765 OF THE ILLINOIS COMPILED STATUTES, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 2. IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF NEW JERSEY, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 34:1B-265 OF THE NEW JERSEY STATUTES ANNOTATED, A COPY OF WHICH IS ATTACHED TO THIS
21 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 ADDENDUM 1 AS EXHIBIT 3. The Employee understands that nothing in this Addendum 1 is intended to expand the scope of protection provided to the Employee by the code sections attached as Exhibits 1-3. Further, if the Employee is hired by AbbVie to primarily perform services in a U.S. state other than California, Illinois, or New Jersey, to the extent that state has any law similar to that set forth in Exhibits 1-3, the applicable state law restrictions shall apply to this Addendum 1. (b) To the extent that any of the Inventions constitute copyrightable subject matter, AbbVie and the Employee desire such subject matter to be deemed a “work made for hire” as defined in the U.S. Copyright Act (17 U.S.C. § 101) authored and owned by AbbVie to the maximum extent permitted by law. To the extent that any such Invention is not so considered a “work made for hire” under applicable law or copyrightable subject matter, then such Invention will be deemed, upon invention, to be assigned to AbbVie, or any person designated by AbbVie, automatically without further compensation or action by either the Employee or AbbVie, and the Employee hereby confirms that the Employee has assigned such Invention to AbbVie or any person designated by AbbVie. (c) Inventions, if any, that the Employee has made, created, authored, developed or conceived and reduced to practice, either alone or jointly with others, prior to the Employee’s employment with AbbVie (collectively, “Prior Creations”) are excluded from the scope of this Addendum 1. 6. Paragraphs 4 and 5 shall not apply to an Invention for which no AbbVie equipment, supplies, facility, or Confidential Information was used and which was developed entirely on the Employee’s own time, unless the Invention (a) relates (i) to the business of AbbVie or (ii) to AbbVie’s actual or demonstrably anticipated research or development, (b) results from any work the Employee performed for AbbVie, or (c) is derived from Confidential Information. The Employee affirms that the Employee has complied, and shall continue to comply, with any confidentiality obligations that the Employee has with any former employer, customer or other third party with respect to such employer’s, customer’s or third party’s confidential or proprietary information. 7. (a) The Employee shall use all best efforts to protect the secrecy and confidentiality of Confidential Information and Inventions. The Employee shall not, either before, during or after the Employee’s term of employment with AbbVie, use or disclose, or assist in the disclosure to others, directly or indirectly, any Confidential Information or Invention, except as required and authorized in the scope of the Employee’s job responsibilities (or as authorized by AbbVie) and in the furtherance of AbbVie’s business. The Employee acknowledges that the relationship of the Employee to AbbVie with respect to Confidential Information and Inventions shall be fiduciary in nature. However, and in accordance with 18 U.S.C. § 1833(b), nothing in this Addendum 1, including the duties, obligations and restrictions identified in this Paragraph, shall prevent the Employee from disclosing information, including Confidential Information, in confidence, to a U.S. federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of the law; nor shall this Addendum 1, including the duties, obligations and restrictions identified in this Paragraph, prevent the Employee from disclosing Confidential Information in a complaint or other document that is filed under seal and protected from public disclosure in a lawsuit. Nothing in this Addendum 1 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
22 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 (b) Nothing in this Addendum 1 limits the Employee’s rights or ability to make truthful statements or disclosures regarding what the Employee in good faith alleges to be unlawful conduct or possible violations of any law, rule or regulation, including, but not limited to, alleged unlawful employment practices or criminal conduct by AbbVie to any U.S. federal, state or local government agency; file a charge with any administrative agency or entity charged with enforcement of such law, rule, or regulation (such as the U.S. Equal Employment Opportunity Commission, the U.S. National Labor Relations Board (“NLRB”), the U.S. Securities and Exchange Commission (“SEC”) or any state or local fair employment practices agency); or to approach and/or provide information (including testimony) to governmental authorities or agencies or otherwise participate in any agency investigation or other administrative proceeding (for purposes of clarification, the is not prohibited from providing information voluntarily to the SEC pursuant to Section 21F of the U.S. Securities Exchange Act of 1934, as amended). Further, nothing in this Addendum 1 prevents the Employee from making truthful statements or disclosures regarding any allegedly unlawful employment practices by AbbVie, including, but not limited to, facts related to an act of discrimination, harassment, retaliation, sexual abuse, sexual assault, sexual harassment, wage and hour violations, safety and health violations, unfair labor practices or interference with protected concerted activity protected by the U.S. National Labor Relations Act (“NLRA”) or any violation of a clear mandate of work-related public policy. Nothing in this Addendum 1 in any way restricts or impedes the Employee from engaging in concerted activity to address work-related issues or exercising any protected rights, including rights under the NLRA or other applicable state laws, or prevents the Employee from communicating with or assisting other employees or a union with matters that have been or may be brought before the NLRB to the extent authorized by the NLRA or other applicable law. In addition, nothing in this Agreement limits the Employee’s right to request or receive confidential legal advice; participate in a proceeding related to unlawful employment practices, including any litigation brought by a government agency or any other person who alleges that an employer has violated any applicable law, regulation, or rule; make any truthful statements or disclosure required by law, regulation, or legal process; or testify regarding alleged unlawful employment practices or criminal conduct in an administrative, legislative, arbitral or judicial proceeding (including depositions) pursuant to a subpoena or court order or written request from an administrative agency or legislature. The Employee need not obtain AbbVie’s prior authorization before exercising any of the Employee’s rights in this Paragraph 7, nor must the Employee inform AbbVie about such activity. 8. The Employee shall not, during the term of employment with AbbVie and for a period of one year after termination of employment, engage, directly or indirectly, for the benefit of the Employee or others, in any activity or employment, the performance of which will require or call upon the Employee to use or disclose any Confidential Information or Invention obtained, provided or otherwise acquired, directly or indirectly, during the term of employment with AbbVie notwithstanding any undertaking by the Employee to the contrary. This Paragraph shall not be construed to limit in any way the Employee’s obligation not to use or disclose Confidential Information and Inventions as set forth in Paragraph 7 above. 9. The Employee shall not, during the term of employment with AbbVie and for a period of two years after termination of employment, directly or indirectly, for the benefit of the Employee or others, solicit or assist in soliciting to work as an employee, independent contractor, partner, or otherwise, any employee of AbbVie about whom the Employee acquired knowledge through the Employee’s employment with AbbVie.
23 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 10. This Addendum 1 shall not be construed to limit in any way any “shop right,” “fiduciary duty” or other common law or statutory or contractual rights of AbbVie in or to any Confidential Information or Invention which AbbVie has or may have by virtue of the Employee’s employment. 11. The Employee acknowledges that the Employee is employed at will, meaning either AbbVie or the Employee may terminate the employment relationship at any time, with or without notice, and for any reason or no reason at all. Nothing in any AbbVie policy supersedes at-will employment. 12. The Employee acknowledges that a breach or a threatened breach of this Addendum 1 shall cause AbbVie to face irreparable injury, which may be difficult to quantify monetarily and that AbbVie shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders, preliminary injunctions and/or final injunctions enjoining such breach or threatened breach. In the event that AbbVie shall successfully enforce any part of this Addendum 1 through legal proceedings, the Employee shall pay AbbVie all costs and attorneys’ fees reasonably incurred by AbbVie in conjunction therewith. 13. If the Employee is performing services for AbbVie in California, Colorado, District of Columbia, Florida, Georgia, Maryland, Massachusetts, Minnesota, Puerto Rico, Rhode Island, Washington or Wisconsin, certain provisions in this Addendum 1 are expressly modified, set forth in Exhibit 4, attached to this Addendum 1. 14. If any provision or provisions (or portions thereof) of this Addendum 1 are held to be unenforceable by any court, such provision or provisions (or portions thereof) will be limited or eliminated to the minimum extent necessary so that this Addendum 1 shall otherwise remain in full force and effect and be enforceable. In the event of any inconsistency between Section 22 of the Agreement and this Paragraph 14 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 14 shall govern. 15. AbbVie’s failure or refusal either to insist upon the strict performance of any provision of this Addendum 1 or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a custom or practice contrary to such provision or right of this Addendum 1. 16. Except to the extent a U.S. federal statute applies, this Addendum 1 in all respects will be governed, enforced, interpreted and applied under the laws of the U.S. State of Illinois. Accordingly, Paragraphs 8 and 9 only apply if the Employee’s annual earnings at AbbVie exceed the applicable thresholds stated in the Illinois Freedom to Work Act, 820 ILCS 90/1 et al. Any action that the Employee may initiate arising out of or relating either to this Addendum 1 or any other dispute between the Employee and AbbVie concerning the subject matter hereof shall be brought in state court located in Lake County, Illinois, USA or, if U.S. federal jurisdiction exists, the United States District Court for the Northern District of Illinois, Eastern Division (“Venue”), to the full extent permitted by law. The Employee irrevocably submits to the jurisdiction of the courts in the Venue and waives any objection to personal jurisdiction or Venue in these courts, including, but not limited to, the defense of an inconvenient forum to the maintenance of any related claim, and the Employee and AbbVie agree not to commence litigation of any related claim in any other Venue. As set forth in Exhibit 4, the Venue and application of Illinois law provisions set forth in this Paragraph 16 do not apply to employees currently employed in California, Colorado, Massachusetts, Minnesota or Washington. In the event of any inconsistency between Section 26 of the Agreement and this Paragraph 16 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 16 shall govern.
24 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 17. Except as expressly provided in an agreement with respect to specific benefits, and except with respect to any AbbVie Employee Agreement or other AbbVie restrictive covenant agreement previously signed by the Employee (collectively, the “Restrictive Agreements”), this Addendum 1 is the sole, entire, and complete agreement of the parties relating to the subject matter hereof, replaces and supersedes all prior versions and representations, and shall apply, notwithstanding that such employment may include significant changes in responsibilities, location, and other terms and conditions, including the nature or scope of Confidential Information or Inventions to which the Employee has access. Notwithstanding the immediately preceding sentence, if any restriction in any Restrictive Agreements the Employee has previously signed is greater than any restriction set forth in this Addendum 1, then, to the extent it is enforceable, the greater Restrictive Agreements provision shall apply and the respective obligation in this Addendum 1 shall not apply. Similarly, this Addendum 1 shall be interpreted and applied so as to enhance the protections afforded to AbbVie under any such Restrictive Agreements, and if any restriction in this Addendum 1 is greater than any provision in any Restrictive Agreements, to the extent it is enforceable, the greater restriction in this Addendum 1 shall apply and the respective provision in any such Restrictive Agreements shall not apply. The obligations under this Addendum 1 shall survive termination of employment. In addition, the Employee acknowledges that AbbVie has informed the Employee that the Employee can consult an attorney of the Employee’s choosing to review this Addendum 1 and the provisions found in Paragraphs 5, 6, 7, 8 and 9, and that the Employee had at least fourteen days to consider this Addendum 1 and the provisions found in Paragraphs 5, 6, 7, 8 and 9. In the event of any inconsistency between Section 23 of the Agreement and this Paragraph 17 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 17 shall govern. 18. The Employee acknowledges receipt of and shall comply with the Company’s Code of Business Conduct, as may be amended from time to time.
25 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 EXHIBIT 1 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT Consistent with the U.S. state of California’s intellectual property assignment statute, below is a copy of California Labor Code Sections 2870-2872 Revised Statutes, Section 34:1B-265. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in California law. CALIFORNIA LABOR CODE SECTIONS 2870-2872 EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS 2870. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: 1. Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or 2. Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 2871. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. 2872. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
26 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 EXHIBIT 2 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT Consistent with the U.S. state of Illinois’ intellectual property assignment statute, below is a copy of Illinois Complied Statutes, Chapter 765, Act 1060, Section 2. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in Illinois law. ILLINOIS COMPILED STATUTES CHAPTER 765, ACT 1060, SECTION 2 § 2. Employee rights to inventions—conditions. (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his [or her] invention qualifies under this subsection. (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any worked performed by the employee for the employer.
27 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 EXHIBIT 3 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT Consistent with the U.S. state of New Jersey’s intellectual property assignment statute, below is a copy of New Jersey’s Revised Statutes, Section 34:1B-265. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in New Jersey law. NEW JERSEY STATUTES ANNOTATED SECTION 34:1B-265 a. (1) Any provision in an employment contract between an employee and employer, which provides that the employee shall assign or offer to assign any of the employee’s rights to an invention to that employer, shall not apply to an invention that the employee develops entirely on the employee’s own time, and without using the employer’s equipment, supplies, facilities or information, including any trade secret information, except for those inventions that: (a) relate to the employer’s business or actual or demonstrably anticipated research or development; or (b) result from any work performed by the employee on behalf of the employer. (2) To the extent any provision in an employment contract applies, or intends to apply, to an employee invention subject to this subsection, the provision shall be deemed against the public policy of this State and shall be unenforceable. b. No employer shall require a provision made void and unenforceable by this act as a condition of employment or continued employment. Nothing in this act shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for: (1) disclosure, provided that any disclosure shall be received in confidence, of all of an employee’s inventions made solely or jointly with others during the term of the employee’s employment; (2) a review process by the employer to determine any issues that may arise; and (3) full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. c. Nothing in this act shall be deemed to impede or otherwise diminish the rights of alienation of inventors or patent-owners.
28 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 EXHIBIT 4 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE-VESTED RESTRICTED STOCK UNIT AGREEMENT Limited Application of Restrictive Covenants to Employees in Certain States/Districts and as to Licensed Attorneys The state and district specific provisions below apply only to employees who are performing services for AbbVie in the state(s) or district listed below. If the Employee relocates to another state, then Illinois law (and the provision listed below if the Employee relocates to a state listed in Exhibit 4) governs and AbbVie reserves all rights to enforce Addendum 1 to the fullest extent permitted under Illinois law, notwithstanding any limitations expressed below. California. If the Employee primarily performs services for AbbVie in California, Paragraphs 8 and 9 do not apply to the Employee after the last day of employment with AbbVie. For avoidance of doubt and notwithstanding the foregoing, Paragraph 7 applies to the Employee during and after employment with AbbVie at all times. In addition, Paragraph 16 is modified so that California law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of California, or the United States District Courts for California (if the court has jurisdiction), shall have jurisdiction over the dispute. If, however, the Employee relocates to another state, then Paragraph 16, in its original form and as stated in Addendum 1, will govern any dispute that arises out of or relates to Addendum 1. Colorado. If the Employee primarily performs services for AbbVie in Colorado, and as of or immediately after the date of the Agreement the Employee is not employed by AbbVie as an executive, manager, or on the professional staff of an executive or manager, then Paragraphs 8 and 9 apply only to the extent necessary to protect Confidential Information. In addition, Paragraph 8 only applies if, under the Colorado Department of Labor and Employment’s Division of Labor Standards and Statistics, the Employee is a “highly compensated worker” in the year preceding the Employee’s termination of employment with AbbVie, and Paragraph 9 only applies if, under the Colorado Department of Labor and Employment’s Division of Labor Standards and Statistics, the Employee earned 60% or more of a “highly compensated worker” in the year preceding the Employee’s termination of employment with AbbVie. Also, Paragraph 16 is modified so that Colorado law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Colorado, or the United States District Courts for Colorado (if the court has jurisdiction), shall have jurisdiction over the dispute. If, however, the Employee relocates to another state, then Paragraph 16, in its original form and as stated in Addendum 1, will govern any dispute that arises out of or relates to Addendum 1. District of Columbia. If the Employee primarily performs services for AbbVie in the District of Columbia, then Paragraph 8 will only apply if the Employee earns over $150,000 annually. Florida. If the Employee primarily performs services for AbbVie in Florida, then after the last day of the Employee’s employment with AbbVie the restriction in Paragraph 7 not exceed 5 years following the last day of the Employee’s employment with AbbVie if the Confidential Information is not a trade secret, but if the Confidential Information is a trade secret, the restriction will not expire until the Confidential Information loses its status as a trade secret.
29 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 Georgia. If the Employee primarily performs services for AbbVie in Georgia, then after the last day of the Employee’s employment with AbbVie: (i) the restriction in Paragraph 7 will not exceed 5 years following the last day of the Employee’s employment with AbbVie if the Confidential Information is not a trade secret, but if the Confidential Information is a trade secret, the restriction will not expire until the Confidential Information loses its status as a trade secret; and (ii) Paragraph 9 will prohibit the Employee from engaging in the conduct described only on behalf of a competitive business and in only the areas in which the Employee worked while employed by AbbVie. Maryland. If the Employee primarily performs services for AbbVie in Maryland, or is currently working in Maryland, Paragraph 9 will not apply to the Employee if the Employee earns equal to or less than $15.00 an hour or $31,200 a year. Massachusetts. Paragraph 16 is modified so that Massachusetts law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Massachusetts, or the United States District Courts for Massachusetts if the court has jurisdiction), shall have jurisdiction over the dispute. AbbVie reserves all rights to enforce Addendum 1, including but not limited to Paragraph 16, to the fullest extent permitted by law against Massachusetts-based employees who relocate to another state. Minnesota. If the Employee primarily performs services for AbbVie in Minnesota, then Paragraph 8 will not apply to the Employee. Also, Paragraph 16 is modified so that Minnesota law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Minnesota, or the United States District Courts for Minnesota (if the court has jurisdiction), shall have jurisdiction over the dispute. Puerto Rico. If the Employee primarily performs services for AbbVie in Puerto Rico, then the last two sentences of Paragraph 11 will not apply to the Employee to the extent that it conflicts with Puerto Rico Act No. 80, as amended. Rhode Island. If the Employee primarily performs services for AbbVie in Rhode Island, then Paragraphs 4, 5, 7, 8 and 9 will not apply to the Employee if the Employee is a nonexempt-classified employee under the Fair Labor Standards Act, an undergraduate or graduate student in a short-term internship while enrolled in school, eighteen years of age or younger, or the Employee’s average annual earnings, excluding hours paid at an overtime, Sunday, or holiday rate, are not more than 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines. Virginia. Paragraph 8 will not apply to the Employee if the Employee is a “low-wage employee” under Va. Code Ann. § 40.1-28.7:8 or classified as a non-exempt employee under the Fair Labor Standards Act. Washington. Paragraph 16 is modified so that Washington law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Washington, or the United States District Courts for Washington (if the court has jurisdiction), shall have jurisdiction over the dispute. AbbVie reserves all rights to enforce Addendum 1, including but not limited to Paragraph 16, to the fullest extent permitted by law against Washington-based employees who relocate to another state.
30 Performance Vested Restricted Stock Unit Agreement (2026) Addendum 1 Wisconsin. If the Employee primarily performs services for AbbVie in Wisconsin, (i) Paragraphs 7 and 8 shall apply only within the geographic area in which the unauthorized disclosure or use of such information would be competitively valuable to competitors of AbbVie; (ii) Paragraphs 7 and 8 shall not apply if: (a) such information becomes known to the general public through no fault of the Employee’s; (b) the Employee already possessed such information when beginning employment with AbbVie; or (c) the Employee independently developed such information through a party other than AbbVie or its customers; and (iii) the prohibition in Paragraphs 7 and 8 on the disclosure and use of information of third parties: (x) shall apply for only the time period and in the geographic area specified in the applicable agreement with the third party, (y) in the event the agreement with the third party does not contain a geographic limit and the information obtained from the third party is not a trade secret, the prohibition shall apply only in the geographical areas in which the use of or disclosure of such information would be competitively damaging to the third party and/or AbbVie; and (z) in the event the agreement with the third party does not contain a time limitation, and the information obtained from the third party is not a trade secret, the prohibition shall apply only when the disclosure would be competitively damaging, and up to a maximum of 18 months after the termination of the Employee’s employment with AbbVie
Exhibit 10.2 Performance Share Award Agreement (2026) ABBVIE INC. PERFORMANCE SHARE AWARD AGREEMENT On this %%OPTION_DATE,'MONTH DD, YYYY'%-% (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to %%FIRST_NAME%-% %%LAST_NAME%-% (the “Employee”) a Performance Share award (the “Award”) of %%TOTAL_SHARES_GRANTED,'999,999,999'%-% restricted stock units (the “Units”). The number of Units granted reflects the Units that may become earned based on target (100%) level achievement of the Performance Vesting Requirements. The actual number of shares of Company common stock (the “Shares”) that may be issued under this Award will be determined in accordance with this Agreement by reference to the target number of Units set forth above. The Award is granted under the Program and is subject to the terms and conditions of the Program and this Agreement. In the event of any inconsistency between this Agreement and the Program, the Program shall control. The terms and conditions of the Award are as follows: 1. Definitions. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program. (a) Agreement: This Performance Share Award Agreement. (b) Cause: Unless an alternative definition of cause applies in the Employee’s Change in Control Agreement following a “Change in Control” (as defined in such agreement), cause shall mean the following, as determined by the Company in its sole discretion: (i) material breach by the Employee of the terms and conditions of the Employee’s employment, including, but not limited to: (A) material breach by the Employee of the Company’s Code of Business Conduct, as amended from time to time; (B) material breach by the Employee of the Employee’s Employee Agreement or employment contract, if any; (C) commission by the Employee of an act of fraud, embezzlement or theft in connection with the Employee’s duties or in the course of the Employee’s employment; (D) wrongful disclosure by the Employee of secret processes or confidential information of the Company or any of its Subsidiaries; or (E) failure by the Employee to substantially perform the duties of the Employee’s employment (other than any such failure resulting from the Employee’s Disability); or (ii) material breach by the Employee of Addendum 1 to this Agreement. For the avoidance of doubt, the above definition of Cause is substantially similar to the applicable provisions in Appendix A of the Change in Control Agreement.
2 Performance Share Award Agreement (2026) (c) Change in Control Agreement: An agreement regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee. (d) Controlled Group: AbbVie Inc. and any corporation, partnership and proprietorship under common control (as defined under the aggregation rules of Code Section 414 (b), (c), or (m)) with AbbVie Inc. (e) Data: Certain information, including personal information about the Employee held by the Company and the Subsidiary that employs the Employee (if applicable), including (but not limited to) the Employee’s name, home address and telephone number, email address, date of birth, social security, passport or other identification number, salary, nationality, job title, any Shares held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Program. (f) Disability: Sickness or accidental bodily injury, directly and independently of all other causes, that disables the Employee so that the Employee is completely prevented from performing all the duties of their occupation or employment. (g) Employee Agreement: The Employee Agreement entered into by and between the Company or a Subsidiary and the Employee as it may be amended from time to time. (h) Employee’s Representative: The Employee’s legal guardian or other legal representative. (i) Good Reason: Unless an alternative definition of good reason applies in the Employee’s Change in Control Agreement following a “Change in Control” (as defined in such agreement), good reason shall mean the occurrence of any of the following circumstances without the Employee’s express written consent: (i) a significant adverse change in the nature, scope or status of the Employee’s position, authorities or duties from those in effect immediately prior to the Change in Control, including, without limitation, if the Employee was, immediately prior to the Change in Control, an officer of a public company, the Employee ceasing to be an officer of a public company; (ii) the failure by the Company or a Subsidiary to pay the Employee any portion of the Employee’s current compensation, or to pay the Employee any portion of any installment of deferred compensation under any deferred compensation program of the Company, within seven days of the date such compensation is due; (iii) a reduction in the Employee’s annual base salary (or a material change in the frequency of payment) as in effect immediately prior to the Change in Control as the same may be increased from time to time; (iv) the failure by the Company or a Subsidiary to award the Employee an annual bonus in any year which is at least equal to the annual bonus awarded to the Employee under the annual bonus plan of the Company or Subsidiary for the year immediately preceding the year of the Change in Control; (v) the failure by the Company to award the Employee equity-based incentive compensation (such as stock options, shares of restricted stock, restricted stock
3 Performance Share Award Agreement (2026) units, or other equity-based compensation) on a periodic basis consistent with the Company’s practices with respect to timing, value and terms prior to the Change in Control; (vi) the failure by the Company or a Subsidiary to continue to provide the Employee with the welfare benefits, fringe benefits and perquisites enjoyed by the Employee immediately prior to the Change in Control under any of the Company’s or Subsidiary’s plans or policies, including, but not limited to, those plans and policies providing pension, life insurance, medical, health and accident, disability and vacation; (vii) the relocation of the Employee’s base office to a location that is more than 35 miles from the Employee’s base office immediately prior to the Change in Control; or (viii) the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement as contemplated in Section 5. (j) Performance Period: The period(s) specified in the attached Schedule, over which achievement of the Performance Vesting Requirements is to be measured. (k) Performance Vesting Requirements: The performance goals described in the attached Schedule, which must be achieved for Units to vest and the corresponding Shares to be delivered under this Award. (l) Program: The AbbVie Amended and Restated 2013 Incentive Stock Program, as amended from time to time. (m) Retirement: (i) Except as provided under (ii) or (iii) below, Retirement means any of the following: age 55 with 10 years of service; or age 60 with five years of service; or age 65 with three years of service. (ii) For Employees who (A) transferred to the Company directly from Abbott Laboratories either as a result of the Company’s spin-off from Abbott Laboratories or during the period from January 1, 2013 through June 30, 2015 with the consent of each company’s head of human resources, and (B) were hired into the Abbott Laboratories controlled group prior to January 1, 2004, Retirement means either of the following: • age 50 with 10 years of service; or • age 65 with three years of service. (iii) For purposes of calculating service under this Section 1(m), except as otherwise provided by the Committee or its delegate:
4 Performance Share Award Agreement (2026) (A) subject to subsections (B), (C) and (D) below, “years of service” shall mean the aggregate period of service, expressed as a number of whole years and fractions thereof, during which the Employee served without interruption as an employee of the Controlled Group; (B) service is earned only if performed for a member of the Controlled Group while that Controlled Group member is a part of the Controlled Group (for the avoidance of doubt, a period of employment of an employee with a business entity, part or all of which is or was acquired by or becomes part of the Controlled Group, will not be considered a period of service prior to the time such acquired entity has become a member of the Controlled Group); (C) for Employees who transferred to the Company directly from Abbott Laboratories during the period from January 1, 2013 through June 30, 2015 either as a result of the Company’s spin-off from Abbott Laboratories or with the consent of each company’s head of human resources, service includes service with Abbott Laboratories that is counted for Retirement eligibility purposes under applicable law or Company procedures; and (D) applicable law, Company procedures, and/or Program administration rules apply in determining credited service and Retirement eligibility. (n) Termination: A severance of employment for any reason (including Retirement) from the Company and all Subsidiaries. Any Termination (whether or not in breach of local labor laws) shall be effective on the last day the Employee performs services for or on behalf of the Company or its Subsidiary as an employee, and employment shall not be extended by any statutory or common law notice of termination period (e.g., active employment does not include a period of “garden leave” or similar period pursuant to local law). The Company shall have the exclusive discretion to determine when Termination occurs, including when a leave of absence will be considered a Termination. 2. Delivery Date and Shareholder Rights. The delivery date for Shares issuable with respect to the Units is the date on which the Shares are distributable to the Employee if the Units vest pursuant to Section 4 or 5 below (the “Delivery Date”). Prior to the Delivery Date: (a) the Employee shall not be treated as a shareholder as to any Shares issuable under the Agreement, and shall have only a contractual right to receive Shares, unsecured by any assets of the Company or its Subsidiaries; (b) the Employee shall not be permitted to vote any Shares issuable under the Agreement; and (c) the Units will be subject to the adjustment provisions relating to mergers, reorganizations, and similar events set forth in the Program. Subject to the requirements of local law, if any dividend or other distribution is declared and paid on Shares (other than dividends or distributions of securities of the Company which may be issued with respect to its Shares by virtue of any stock split, combination, stock dividend or recapitalization) while any of the Units remain outstanding , then a phantom dividend will be
5 Performance Share Award Agreement (2026) accrued that is equivalent to the actual dividend or distribution that would have been paid on a single Share . As any Units vested and earned under this Award, the accrued phantom dividends that are attributable to the earned Shares issuable with respect to such Units will vest and be distributed to the Employee (in the form in which the actual dividend or distribution was paid to shareholders or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of the earned Shares resulting from the Unit vesting. Any such distribution is subject to the Company’s collection of withholding taxes applicable to the distribution. No phantom dividends will be paid or payable to or for the benefit of the Employee (i) with respect to dividends or distributions for which the record date occurs on or after (A) the applicable Delivery Date, (B) the date the Employee has forfeited the Units, or (C) in some cases due to applicable law, the date the Units vest, or (ii) if it is not administratively practicable or feasible to make such payments. For purposes of compliance with the time and form of payment requirements of Code Section 409A, to the extent applicable, the phantom dividends shall be treated separately from the Units, and the specified date for payment of any phantom dividend to which the Employee is entitled under this Section 2 is the calendar year in which the corresponding Shares vest and are distributed to the Employee (notwithstanding anything to the contrary herein). The Employee has no right to determine the year in which phantom dividends will be paid. 3. Restrictions. The Units are subject to the forfeiture provisions in Sections 6 and 7 below. Shares are not earned and may not be sold, exchanged, assigned, transferred, pledged or otherwise disposed of until an event or combination of events described in subsections 4(a), (b), (c) or (d) or Section 5 occurs, except as provided in Section 24. 4. Vesting. The number of Shares that become issuable under this Award, as set forth in this Section 4 and subject to the provisions of Sections 5, 6, 7 and 12 below, will be calculated based on the extent to which the Performance Vesting Requirements are achieved. The Committee may equitably adjust the Performance Vesting Requirements in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements of the Company or any Subsidiary, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be unusual in nature or infrequent in occurrence or related to the acquisition or disposal of a business or assets or related to a change in accounting principles. (a) Performance. Subject to subsections (b), (c) and (d) below, if the Employee remains employed with the Company or its Subsidiaries as of the vesting date, which is February 28, 2028 (or if such date is not a business day, the last business day preceding such date), then the Units may be earned as determined in accordance with the Schedule. The Delivery Date for the Shares to be delivered as a result of Units being earned under this subsection (a) shall be no later than 75 days after the vesting date. (b) Retirement. In the event of the Employee’s Termination due to Retirement, the Award will remain in effect and any Units not previously vested may vest as set forth in subsection 4(a) above.
6 Performance Share Award Agreement (2026) (c) Death. In the event of the Employee’s Termination due to death, any Units not previously vested will vest and be settled (for the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution) in the form of Shares as soon as practicable after, and effective as of, the date of death. The extent to which the Units are earned, and the number of Shares to be delivered as a result, will be determined based on the greater of (A) performance through the date of Termination measured against the Performance Vesting Requirements using, as applicable, adjusted earnings per share calculated through the most recent quarterly earnings release preceding or coinciding with the date of Termination and relative total shareholder return (“TSR”) calculated as of the date of Termination, and (B) the target vesting level for the Award, as described in the first paragraph of this Agreement. (d) Disability. In the event of the Employee’s Termination due to Disability, any Units not previously vested will vest and be settled in the form of Shares as soon as practicable after, and effective as of, the date of Termination due to Disability. The extent to which the Units are earned, and the number of Shares to be delivered as a result, will be determined based on the greater of (A) performance through the date of Termination measured against the Performance Vesting Requirements using, as applicable, adjusted earnings per share calculated through the most recent quarterly earnings release preceding or coinciding with the date of Termination and relative TSR calculated as of the date of Termination, and (B) the target vesting level for the Award, as described in the first paragraph of this Agreement. 5. Change in Control. In the event of a Change in Control, the entity surviving such Change in Control or the ultimate parent thereof (referred to herein as the “Surviving Entity”) may assume, convert or replace this Award with an award of at least equal value and terms and conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. If the Surviving Entity does not assume, convert or replace this Award, the Units will vest and be immediately settled on the date of the Change in Control, as described below. If the Surviving Entity does assume, convert or replace this Award, then in the event the Employee’s Termination (a) occurs within the time period beginning six months immediately before a Change in Control and ending two years immediately following such Change in Control, and (b) was initiated by the Company (or the Surviving Entity) for a reason other than Cause or was initiated by the Employee for Good Reason, the Units will vest on the later of the date of the Change in Control and the date of the Employee’s Termination (referred to herein as the “Applicable Vesting Date”). The extent to which the Units are earned, and the number of Shares to be delivered as a result, will be determined based on the greatest of (A) performance through the date of the Change in Control measured against the Performance Vesting Requirements using the most recent earnings information released before or on the date of the Change in Control and relative TSR calculated immediately before the Change in Control; (B) performance through the date of the Termination measured against the Performance Vesting Requirements using the most recent earnings
7 Performance Share Award Agreement (2026) information released before or on the date of the Termination and relative TSR calculated as of the date of Termination; and (C) the target vesting level for the Award, as described in the first paragraph of this Agreement. The provisions of this Section 5 shall supersede Section 13(a) (iv) and (v) of the Program. 6. Effect of Certain Bad Acts. Any Units not previously settled will be cancelled and forfeited immediately if the Employee engages in activity that constitutes Cause, as determined in the sole opinion and discretion of the Committee or its delegate, whether or not the Employee experiences a Termination or remains employed with the Company or a Subsidiary. 7. Forfeiture of Units; Recoupment. (a) Effect of Termination. In the event of the Employee’s Termination for any reason other than those set forth in subsections 4(b), (c) or (d) or Section 5, any Units that have not vested as of the date of Termination will be forfeited without consideration to the Employee or the Employee’s Representative. In the event that the Employee is terminated by the Company other than for Cause and in a situation not covered by Section 5, the Company may, in its sole discretion, cause some or all of the Units to remain in effect and subject to vesting in accordance with the provisions of subsection 4(a), in which case such Units will be settled in the form of Shares on the Delivery Date set forth in subsection 4(a) above as if the Employee had remained employed on such dates. (b) Recoupment. Without limiting Section 14(q) of the Program, the Units, any Shares issued upon settlement of the Units and any proceeds therefrom shall be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company (i) currently in effect, (ii) as may be adopted by the Company to comply with applicable law and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual, or (iii) as may be adopted by the Company to facilitate the Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other service provider or related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Recoupment Policy”), with the provisions contained in such Recoupment Policy deemed incorporated into this Agreement without the Employee’s additional or separate consent. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Units to re- convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. In accepting the Award and the terms of this Agreement, the Employee acknowledges and agrees that the Recoupment Policy shall apply to all other forms of incentive compensation awarded to the Employee, as well. No recovery of compensation as described in this Section will be an event giving
8 Performance Share Award Agreement (2026) rise to the Employee’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, a Subsidiary and/or the Employee. 8. Withholding Taxes. To the extent permitted under applicable law and by the Company, the Employee may satisfy any U.S. or non-U.S. federal, state, local or other applicable taxes arising from the grant of the Award, the vesting of Units or the delivery of Shares pursuant to this Agreement by: (a) tendering a cash payment; (b) having the Company withhold Shares from the Shares to be delivered to satisfy the applicable withholding tax; (c) delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to satisfy the applicable withholding tax; or (d) delivering other previously acquired Shares having a Fair Market Value approximately equal to the amount to be withheld. The Company shall have the right and is hereby authorized to withhold from the Shares deliverable to the Employee pursuant to this Agreement or (to the extent permitted by applicable law, including without limitation Code Section 409A) from any other compensation or other amount owing to the Employee, such amount as may be necessary in the opinion of the Company to satisfy all such taxes, requirements and withholding obligations. If the Company withholds for tax purposes from the Shares otherwise to be delivered to the Employee, the Employee is deemed to have been issued the full number of Shares underlying the Award, subject to the vesting requirements set forth in this Agreement. Notwithstanding the foregoing, if the Employee is subject to Section 16(b) of the Exchange Act, the Company will withhold using the method described in subsection 8(b) above unless the use of such withholding method is problematic under applicable laws or has materially adverse accounting consequences, in which case the Committee shall determine which of the other methods described in this Section 8 or in the Program shall be used to satisfy the applicable withholding obligations. 9. No Right to Continued Employment. This Agreement and the Employee’s participation in the Program do not and shall not be interpreted to: (a) form an employment contract or relationship with the Company or its Subsidiaries; (b) confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries; or (c) interfere with the ability of the Company or its Subsidiaries to terminate the Employee’s employment at any time. 10. Nature of Grant. In accepting this Award, the Employee acknowledges and agrees that: (a) the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
9 Performance Share Award Agreement (2026) (b) this Award is a one-time benefit and does not create any contractual or other right to receive future grants of Units, benefits in lieu of Units, or other Program Benefits in the future, even if Units have been granted repeatedly in the past; (c) all decisions with respect to future Unit grants, if any, and their terms and conditions, will be made by the Company, in its sole discretion; (d) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) the Employee is voluntarily participating in the Program; (f) the Units and Shares subject to the Units are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) the future value of the Shares underlying the Units is unknown and cannot be predicted with certainty; (h) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from the Units resulting from (i) Termination (for any reason whatsoever) and/or (ii) the application of Sections 6 and/or 7 above and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) the Units and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Units, the amount realized upon settlement of the Units or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the Units, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 11. Data Privacy. (a) Pursuant to applicable personal data protection laws, the Employee is hereby notified and acknowledges that the collection, processing and transfer of the Employee’s personal Data is necessary for the Company’s administration of the Program and the Employee’s
10 Performance Share Award Agreement (2026) participation in the Program. The Employee’s choice to deny and/or object to the collection, processing and transfer of personal Data may affect the Employee’s ability to participate in the Program. For more information about how the Company may collect, process, and transfer personal Data, please see the AbbVie Employee Privacy Notice applicable to the Employee’s jurisdiction: AbbVie Employee Privacy Notice. (b) Data may be provided by the Employee or collected, where lawful, from third parties, and the Company and the Subsidiary that employs the Employee (if applicable) will process the Data for the purpose of implementing, administering and managing the Employee’s participation in the Program, including meeting legal obligations related thereto. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Employee’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Program and for the Employee’s participation in the Program. (c) The Company and the Subsidiary that employs the Employee (if applicable) will transfer Data as necessary for the purpose of implementation, administration and management of the Employee’s participation in the Program, and the Company and the Subsidiary that employs the Employee (if applicable) may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Program. These recipients may be located throughout the world, and cross-border transfers of Data will be supported by required onward transfer mechanisms, including standard contractual clauses where applicable. (d) The Employee may, at any time, exercise the Employee’s rights provided under applicable personal data protection laws, which may include the right to: (i) obtain confirmation as to the existence of the Data; (ii) verify the content, origin and accuracy of the Data; (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data; and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Program and the Employee’s participation in the Program. The Employee may seek to exercise these rights by contacting the Employee’s local human resources manager.
11 Performance Share Award Agreement (2026) 12. Form of Payment. The Company may, in its sole discretion, settle the Employee’s Units in the form of a cash payment to the extent settlement in Shares: (a) is prohibited under local law; (b) would require the Employee, the Company and/or its Subsidiaries to obtain the approval of any governmental and/or regulatory body in the Employee’s country; (c) would result in adverse tax consequences for the Employee or the Company; or (d) is administratively burdensome. Alternatively, the Company may, in its sole discretion, settle the Employee’s Units in the form of Shares but require the Employee to sell such Shares immediately or within a specified period of time following the Employee’s Termination (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Employee’s behalf). 13. Private Placement. This Award is not intended to be a public offering of securities in the Employee’s country. The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and this Award is not subject to the supervision of the local securities authorities. 14. Exchange Controls. As a condition to this Award, the Employee agrees to comply with any applicable foreign exchange rules and regulations. 15. Compliance with Applicable Laws and Regulations. (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed. (b) Regardless of any action the Company or its Subsidiaries take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Employee’s participation in the Program and legally applicable to the Employee or deemed by the Company or its Subsidiaries to be an appropriate charge to the Employee even if technically due by the Company or its Subsidiaries (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or its Subsidiaries, if any. The Employee further acknowledges that the Company and/or its Subsidiaries: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Units, including, but not limited to, the grant, vesting or settlement of the Units, the issuance of Shares upon payment of the Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or Dividend Equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Units to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. If the Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. If the Employee
12 Performance Share Award Agreement (2026) relocates to another country, the Company may establish special or alternative terms and conditions as necessary or advisable to comply with local laws, rules or regulations, to facilitate the operation and administration of the Award and the Program and/or to accommodate the Employee’s relocation. (c) The Employee acknowledges that, depending on the Employee’s or the broker’s country of residence or where the Shares are listed, the Employee may be subject to insider trading restrictions and/or market abuse laws which may affect the Employee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Units) or rights linked to the value of Shares during such times the Employee is considered to have “inside information” regarding the Company as defined in the laws or regulations in the Employee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before the Employee possessed inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The Employee understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is the Employee’s responsibility to comply with any restrictions and the Employee is advised to speak to the Employee’s personal legal advisor on this matter. 16. Code Section 409A. Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the provisions of Code Section 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a “separation from service” as defined in Treasury Regulation §1.409A-1(h), and if the Employee is a “specified employee” under Code Section 409A at the time of the Employee’s separation from service, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee’s Termination (including Retirement) shall instead be paid on the first business day after the date that is six months following the Employee’s Termination (or upon the Employee’s death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program or Section 5 of this Agreement, upon the vesting of the Units pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee’s Termination (as applicable); (c) the date of the Employee’s Disability shall be
13 Performance Share Award Agreement (2026) determined by the Company in its sole discretion; and (d) notwithstanding any provision of the Program or this Agreement to the contrary, it will not be a violation of the Program or this Agreement, and the Employee will have no right to damages, if the Units are settled during any period permitted by Code Section 409A. Although this Agreement and the payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisors shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A. 17. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Award, the Employee’s participation in the Program or the Employee’s acquisition or sale of the underlying Shares. The Employee is hereby advised to consult with the Employee’s own personal tax, legal and financial advisors regarding participation in the Program before taking any action related to the Program. 18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee’s participation in the Program, on the Units and on any Shares acquired under the Program, to the extent the Company or any Subsidiary determines it is necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Units and the Program, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Employee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Employee’s country. In addition, the Employee agrees to take any and all actions as may be required to comply with the Employee’s personal obligations under local laws, rules and regulations in the Employee’s country. 19. Determinations. Each decision, determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Company, the Committee or any delegate of the Committee shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Company, the Employee, the Employee’s Representative, and the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution. 20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Program
14 Performance Share Award Agreement (2026) through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 21. Addenda. (a) Addendum 1 – Confidential Information, Inventions and Other Restrictions. By accepting the Award, the Employee agrees to the terms of the addendum attached hereto as Addendum 1. Addendum 1 constitutes part of this Agreement. (b) Addendum 2 – Jurisdiction -Specific Provisions. This Award shall be subject to any special terms and conditions set forth in Addendum 2 to this Agreement for the Employee’s country or jurisdiction. Moreover, if the Employee relocates to one of the countries or jurisdictions included in Addendum 2, the special terms and conditions for such country or jurisdiction will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or facilitate the operation and administration of the Units and the Program (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s relocation). Addendum 2 constitutes part of this Agreement. 22. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. To the extent a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, in whole or in part, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. 23. Entire Agreement. This Agreement, the Program and the Employee’s Change in Control Agreement constitute the entire agreement between the Employee and the Company regarding the Award and supersede all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the Award (including, for the avoidance of doubt, any severance plan or policy applicable to the Employee), and Employee agrees that, as a condition to receiving this Award, the Employee waives the right to any accelerated vesting of the Award pursuant to any other plan, program or arrangement in effect or entered into prior to the date hereof. Except as expressly set forth herein, this Agreement (and any provision of this Agreement) may not be modified, changed or clarified by the parties, except in a writing specifying the modification, change or clarification signed by a duly authorized Company officer. 24. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee, the Employee’s Representative, and the person or persons to whom rights under the Award have passed by will or the laws of descent or distribution. 25. Language. The Employee acknowledges and agrees that it is the Employee’s express intent that this Agreement, the Program and all other documents, notices and legal proceedings entered into,
15 Performance Share Award Agreement (2026) given or instituted pursuant to the Award, be drawn up in English. If the Employee is in a country where English is not an official language, the Employee acknowledges that the Employee is sufficiently proficient in English or has had the ability to consult with an advisor who is sufficiently proficient in the English language, so as to allow the Employee to understand the terms and conditions of this Agreement, the Program and any other documents related to the Award. If the Employee has received this Agreement or any other document related to the Program translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by applicable law. 26. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any state’s conflict of laws principles. For any legal action relating to this Agreement, the parties to this Agreement consent to the exclusive jurisdiction and venue of the federal courts of the Northern District of Illinois, USA, and, if there is no jurisdiction in federal court, to the exclusive jurisdiction and venue of the state courts in Lake County, Illinois, USA. * * * IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on their behalf. EMPLOYEE By: SIGNED BY ELECTRONIC SIGNATURE BY ELECTRONICALLY ACCEPTING THE AWARD, THE EMPLOYEE AGREES THAT (1) SUCH ACCEPTANCE CONSTITUTES THE EMPLOYEE’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (2) THE EMPLOYEE AGREES TO BE BOUND BY THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA; (3) THE EMPLOYEE HAS REVIEWED THE PROGRAM, THE AGREEMENT AND THE ADDENDA IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA; (4) THE EMPLOYEE HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PROGRAM; AND (5) THE EMPLOYEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE
16 Performance Share Award Agreement (2026) AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE OR ITS DULY AUTHORIZED DELEGATE ON ANY QUESTIONS ARISING UNDER THE PROGRAM, THE AGREEMENT AND THE ADDENDA. IF THE EMPLOYEE DOES NOT REJECT THE AWARD OR ELECTRONICALLY ACCEPT THE AWARD BY THE DATE THE AWARD FIRST VESTS AS SET FORTH IN THIS AGREEMENT, THE EMPLOYEE WILL BE DEEMED TO ACCEPT THE AWARD, AND THE EMPLOYEE WILL BE BOUND BY THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA.
17 Performance Share Award Agreement (2026) Schedule SCHEDULE PERFORMANCE PERIODS AND PERFORMANCE VESTING REQUIREMENTS
18 Performance Share Award Agreement (2026) Addendum 1 ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE SHARE AWARD AGREEMENT CONFIDENTIAL INFORMATION, INVENTIONS AND OTHER RESTRICTIONS The Employee acknowledges that the Company and each Company Subsidiary (as defined below) (collectively, “AbbVie”) has the right to protect its goodwill and interest in Confidential Information (as defined below) and obtain the benefit of certain Inventions (as defined below) developed by its employees and agents. In addition, the Employee acknowledges that the Employee had the opportunity to consult with an attorney before accepting the terms of the Agreement, including this Addendum 1. This Addendum 1 forms part of the Agreement. In consideration of the Award granted to the Employee, and the Employee’s continued access to AbbVie’s Confidential Information and Inventions and training that the Employee shall receive from AbbVie, the Employee agrees as follows; provided, however, that Paragraphs 8, 9 and 11 shall not apply to the Employee if the Employee primarily performs services for AbbVie outside of the United States. 1. The Employee is engaged by AbbVie in a position of trust and confidence in which the Employee will receive, use, observe, obtain, or otherwise come into contact with or have access to Confidential Information and Inventions, and may invent, discover, initiate or otherwise contribute to Confidential Information and Inventions as an integral part of the Employee’s employment. 2. As used in this Addendum 1, the following terms have the meanings specified below: (a) Company Subsidiary: Company Subsidiary shall mean a corporation or any other commercial organization or entity (including, without limitation, Allergan plc and its subsidiaries) and any branch or office of any of the foregoing, thirty percent (30%) or more of the assets or voting securities of which the Company owns or controls, directly or indirectly. (b) Confidential Information: Confidential Information shall mean all information disclosed to, learned by, or known by the Employee as a consequence of or through his/her employment by or potential employment with AbbVie, about AbbVie’s strategies, plans, products, methods, processes, or services, including, without limitation, information relating to techniques, shop practices, formulae, organisms, parts of organisms, compounds, compositions, testing apparatus, software, research data, clinical data, pharmacological data, customer/patient lists and data and files, pricing and sales information, equipment, devices, prototypes and models, any other information relating to research, development, discoveries, inventions, improvements, innovations, manufacture, purchasing, accounting, engineering, marketing, merchandising, and selling, and all other know-how, trade secrets and proprietary information that are in AbbVie’s possession and that have not been published or disclosed to the general public, and any information that provides AbbVie with a business and/or economic benefit from not being publicly available. Confidential Information also includes information AbbVie received under an obligation of confidentiality to any third party and Inventions that have not been disclosed to the public. Confidential Information also means personnel data to the extent such personnel data is disclosed to, learned by or known by the Employee so as to carry out his/her employment duties relating to personnel data at AbbVie and financial data to the extent such financial data is disclosed to, learned by or known by the Employee so as to carry out his/her employment duties relating to financial data at AbbVie.
19 Performance Share Award Agreement (2026) Addendum 1 (c) Inventions: Inventions shall mean inventions, discoveries, concepts, ideas, and original works of authorship, whether or not patentable or copyrightable, including, but not limited to, compounds, compositions of matter, machines, articles of manufacture, processes, methods, formulae, software, techniques, strains and cultures, cell parts and organisms, as well as improvements thereof or know-how related thereto. 3. All identification badges, access cards or keys, automobiles, computers or other equipment, memoranda, notes, records, reports, photographs, drawings, plans, papers, computer software, compounds and other documents, products and materials made or compiled by or made available to the Employee during the course of employment with AbbVie, and any copies, summaries or abstracts thereof, whether in electronic, paper or other form and whether or not they contain or relate to Confidential Information or Inventions, are and shall be the property of AbbVie and shall be delivered to AbbVie by the Employee prior to termination of employment with AbbVie. 4. All Inventions, trademarks, trade dress, and Internet domain names, whether or not patentable, copyrightable, or registerable (including all data and records pertaining thereto) which the Employee may invent, discover, originate, make, create, author, develop, conceive, or reduce to practice during the term of employment with AbbVie or which may arise out of or result from Confidential Information obtained, provided or otherwise acquired, either directly or indirectly, by the Employee in connection with the Employee’s employment with AbbVie shall be and hereby are the sole and exclusive property of AbbVie. The Employee shall promptly and fully disclose each and all such Inventions, trademarks, trade dress, and Internet domain names to AbbVie. 5. The Employee has assigned and transferred to AbbVie (or any person designated by AbbVie), and hereby does assign and transfer to AbbVie (or any person designated by AbbVie), without additional compensation, the Employee’s entire right, title, and interest to all of the Inventions, trademarks, trade dress, and Internet domain names described in Paragraph 4 and any related U.S. or foreign counterparts, including all patents, patent applications, priority rights, copyrights and registrations thereon or related thereto. The Employee shall execute any additional instruments AbbVie considers necessary to convey, confirm or perfect AbbVie’s ownership thereof, and shall assist AbbVie in obtaining, defending and enforcing its rights therein. AbbVie shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay the Employee reasonable compensation for any time the Employee spent performing such duties at AbbVie’s request after the Employee’s termination of employment. In addition, the Employee shall maintain in confidence any Confidential Information, including documents and communications, disclosed to the Employee after the Employee’s termination of employment. (a) IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF CALIFORNIA, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE U.S. STATE OF CALIFORNIA, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 1. IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF ILLINOIS, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2, ACT 1060 OF CHAPTER 765 OF THE ILLINOIS COMPILED STATUTES, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 2. IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF NEW JERSEY, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 34:1B-265 OF THE NEW JERSEY
20 Performance Share Award Agreement (2026) Addendum 1 STATUTES ANNOTATED, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 3. The Employee understands that nothing in this Addendum 1 is intended to expand the scope of protection provided to the Employee by the code sections attached as Exhibits 1-3. Further, if the Employee is hired by AbbVie to primarily perform services in a U.S. state other than California, Illinois, or New Jersey, to the extent that state has any law similar to that set forth in Exhibits 1-3, the applicable state law restrictions shall apply to this Addendum 1. (b) To the extent that any of the Inventions constitute copyrightable subject matter, AbbVie and the Employee desire such subject matter to be deemed a “work made for hire” as defined in the U.S. Copyright Act (17 U.S.C. § 101) authored and owned by AbbVie to the maximum extent permitted by law. To the extent that any such Invention is not so considered a “work made for hire” under applicable law or copyrightable subject matter, then such Invention will be deemed, upon invention, to be assigned to AbbVie, or any person designated by AbbVie, automatically without further compensation or action by either the Employee or AbbVie, and the Employee hereby confirms that the Employee has assigned such Invention to AbbVie or any person designated by AbbVie. (c) Inventions, if any, that the Employee has made, created, authored, developed or conceived and reduced to practice, either alone or jointly with others, prior to the Employee’s employment with AbbVie (collectively, “Prior Creations”) are excluded from the scope of this Addendum 1. 6. Paragraphs 4 and 5 shall not apply to an Invention for which no AbbVie equipment, supplies, facility, or Confidential Information was used and which was developed entirely on the Employee’s own time, unless the Invention (a) relates (i) to the business of AbbVie or (ii) to AbbVie’s actual or demonstrably anticipated research or development, (b) results from any work the Employee performed for AbbVie, or (c) is derived from Confidential Information. The Employee affirms that the Employee has complied, and shall continue to comply, with any confidentiality obligations that the Employee has with any former employer, customer or other third party with respect to such employer’s, customer’s or third party’s confidential or proprietary information. 7. (a) The Employee shall use all best efforts to protect the secrecy and confidentiality of Confidential Information and Inventions. The Employee shall not, either before, during or after the Employee’s term of employment with AbbVie, use or disclose, or assist in the disclosure to others, directly or indirectly, any Confidential Information or Invention, except as required and authorized in the scope of the Employee’s job responsibilities (or as authorized by AbbVie) and in the furtherance of AbbVie’s business. The Employee acknowledges that the relationship of the Employee to AbbVie with respect to Confidential Information and Inventions shall be fiduciary in nature. However, and in accordance with 18 U.S.C. § 1833(b), nothing in this Addendum 1, including the duties, obligations and restrictions identified in this Paragraph, shall prevent the Employee from disclosing information, including Confidential Information, in confidence, to a U.S. federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of the law; nor shall this Addendum 1, including the duties, obligations and restrictions identified in this Paragraph, prevent the Employee from disclosing Confidential Information in a complaint or other document that is filed under seal and protected from public disclosure in a lawsuit. Nothing in this Addendum 1 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
21 Performance Share Award Agreement (2026) Addendum 1 (b) Nothing in this Addendum 1 limits the Employee’s rights or ability to make truthful statements or disclosures regarding what the Employee in good faith alleges to be unlawful conduct or possible violations of any law, rule or regulation, including, but not limited to, alleged unlawful employment practices or criminal conduct by AbbVie to any U.S. federal, state or local government agency; file a charge with any administrative agency or entity charged with enforcement of such law, rule, or regulation (such as the U.S. Equal Employment Opportunity Commission, the U.S. National Labor Relations Board (“NLRB”), the U.S. Securities and Exchange Commission (“SEC”) or any state or local fair employment practices agency); or to approach and/or provide information (including testimony) to governmental authorities or agencies or otherwise participate in any agency investigation or other administrative proceeding (for purposes of clarification, the is not prohibited from providing information voluntarily to the SEC pursuant to Section 21F of the U.S. Securities Exchange Act of 1934, as amended). Further, nothing in this Addendum 1 prevents the Employee from making truthful statements or disclosures regarding any allegedly unlawful employment practices by AbbVie, including, but not limited to, facts related to an act of discrimination, harassment, retaliation, sexual abuse, sexual assault, sexual harassment, wage and hour violations, safety and health violations, unfair labor practices or interference with protected concerted activity protected by the U.S. National Labor Relations Act (“NLRA”) or any violation of a clear mandate of work-related public policy. Nothing in this Addendum 1 in any way restricts or impedes the Employee from engaging in concerted activity to address work-related issues or exercising any protected rights, including rights under the NLRA or other applicable state laws, or prevents the Employee from communicating with or assisting other employees or a union with matters that have been or may be brought before the NLRB to the extent authorized by the NLRA or other applicable law. In addition, nothing in this Agreement limits the Employee’s right to request or receive confidential legal advice; participate in a proceeding related to unlawful employment practices, including any litigation brought by a government agency or any other person who alleges that an employer has violated any applicable law, regulation, or rule; make any truthful statements or disclosure required by law, regulation, or legal process; or testify regarding alleged unlawful employment practices or criminal conduct in an administrative, legislative, arbitral or judicial proceeding (including depositions) pursuant to a subpoena or court order or written request from an administrative agency or legislature. The Employee need not obtain AbbVie’s prior authorization before exercising any of the Employee’s rights in this Paragraph 7, nor must the Employee inform AbbVie about such activity. 8. The Employee shall not, during the term of employment with AbbVie and for a period of one year after termination of employment, engage, directly or indirectly, for the benefit of the Employee or others, in any activity or employment, the performance of which will require or call upon the Employee to use or disclose any Confidential Information or Invention obtained, provided or otherwise acquired, directly or indirectly, during the term of employment with AbbVie notwithstanding any undertaking by the Employee to the contrary. This Paragraph shall not be construed to limit in any way the Employee’s obligation not to use or disclose Confidential Information and Inventions as set forth in Paragraph 7 above. 9. The Employee shall not, during the term of employment with AbbVie and for a period of two years after termination of employment, directly or indirectly, for the benefit of the Employee or others, solicit or assist in soliciting to work as an employee, independent contractor, partner, or otherwise, any employee of AbbVie about whom the Employee acquired knowledge through the Employee’s employment with AbbVie.
22 Performance Share Award Agreement (2026) Addendum 1 10. This Addendum 1 shall not be construed to limit in any way any “shop right,” “fiduciary duty” or other common law or statutory or contractual rights of AbbVie in or to any Confidential Information or Invention which AbbVie has or may have by virtue of the Employee’s employment. 11. The Employee acknowledges that the Employee is employed at will, meaning either AbbVie or the Employee may terminate the employment relationship at any time, with or without notice, and for any reason or no reason at all. Nothing in any AbbVie policy supersedes at-will employment. 12. The Employee acknowledges that a breach or a threatened breach of this Addendum 1 shall cause AbbVie to face irreparable injury, which may be difficult to quantify monetarily and that AbbVie shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders, preliminary injunctions and/or final injunctions enjoining such breach or threatened breach. In the event that AbbVie shall successfully enforce any part of this Addendum 1 through legal proceedings, the Employee shall pay AbbVie all costs and attorneys’ fees reasonably incurred by AbbVie in conjunction therewith. 13. If the Employee is performing services for AbbVie in California, Colorado, District of Columbia, Florida, Georgia, Maryland, Massachusetts, Minnesota, Puerto Rico, Rhode Island, Washington or Wisconsin, certain provisions in this Addendum 1 are expressly modified, set forth in Exhibit 4, attached to this Addendum 1. 14. If any provision or provisions (or portions thereof) of this Addendum 1 are held to be unenforceable by any court, such provision or provisions (or portions thereof) will be limited or eliminated to the minimum extent necessary so that this Addendum 1 shall otherwise remain in full force and effect and be enforceable. In the event of any inconsistency between Section 22 of the Agreement and this Paragraph 14 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 14 shall govern. 15. AbbVie’s failure or refusal either to insist upon the strict performance of any provision of this Addendum 1 or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a custom or practice contrary to such provision or right of this Addendum 1. 16. Except to the extent a U.S. federal statute applies, this Addendum 1 in all respects will be governed, enforced, interpreted and applied under the laws of the U.S. State of Illinois. Accordingly, Paragraphs 8 and 9 only apply if the Employee’s annual earnings at AbbVie exceed the applicable thresholds stated in the Illinois Freedom to Work Act, 820 ILCS 90/1 et al. Any action that the Employee may initiate arising out of or relating either to this Addendum 1 or any other dispute between the Employee and AbbVie concerning the subject matter hereof shall be brought in state court located in Lake County, Illinois, USA or, if U.S. federal jurisdiction exists, the United States District Court for the Northern District of Illinois, Eastern Division (“Venue”), to the full extent permitted by law. The Employee irrevocably submits to the jurisdiction of the courts in the Venue and waives any objection to personal jurisdiction or Venue in these courts, including, but not limited to, the defense of an inconvenient forum to the maintenance of any related claim, and the Employee and AbbVie agree not to commence litigation of any related claim in any other Venue. As set forth in Exhibit 4, the Venue and application of Illinois law provisions set forth in this Paragraph 16 do not apply to employees currently employed in California, Colorado, Massachusetts, Minnesota or Washington. In the event of any inconsistency between Section 26 of the Agreement and this Paragraph 16 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 16 shall govern.
23 Performance Share Award Agreement (2026) Addendum 1 17. Except as expressly provided in an agreement with respect to specific benefits, and except with respect to any AbbVie Employee Agreement or other AbbVie restrictive covenant agreement previously signed by the Employee (collectively, the “Restrictive Agreements”), this Addendum 1 is the sole, entire, and complete agreement of the parties relating to the subject matter hereof, replaces and supersedes all prior versions and representations, and shall apply, notwithstanding that such employment may include significant changes in responsibilities, location, and other terms and conditions, including the nature or scope of Confidential Information or Inventions to which the Employee has access. Notwithstanding the immediately preceding sentence, if any restriction in any Restrictive Agreements the Employee has previously signed is greater than any restriction set forth in this Addendum 1, then, to the extent it is enforceable, the greater Restrictive Agreements provision shall apply and the respective obligation in this Addendum 1 shall not apply. Similarly, this Addendum 1 shall be interpreted and applied so as to enhance the protections afforded to AbbVie under any such Restrictive Agreements, and if any restriction in this Addendum 1 is greater than any provision in any Restrictive Agreements, to the extent it is enforceable, the greater restriction in this Addendum 1 shall apply and the respective provision in any such Restrictive Agreements shall not apply. The obligations under this Addendum 1 shall survive termination of employment. In addition, the Employee acknowledges that AbbVie has informed the Employee that the Employee can consult an attorney of the Employee’s choosing to review this Addendum 1 and the provisions found in Paragraphs 5, 6, 7, 8 and 9, and that the Employee had at least fourteen days to consider this Addendum 1 and the provisions found in Paragraphs 5, 6, 7, 8 and 9. In the event of any inconsistency between Section 23 of the Agreement and this Paragraph 17 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 17 shall govern. 18. The Employee acknowledges receipt of and shall comply with the Company’s Code of Business Conduct, as may be amended from time to time.
24 Performance Share Award Agreement (2026) Addendum 1 EXHIBIT 1 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE SHARE AWARD AGREEMENT Consistent with the U.S. state of California’s intellectual property assignment statute, below is a copy of California Labor Code Sections 2870-2872 Revised Statutes, Section 34:1B-265. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in California law. CALIFORNIA LABOR CODE SECTIONS 2870-2872 EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS 2870. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: 1. Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or 2. Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 2871. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. 2872. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
25 Performance Share Award Agreement (2026) Addendum 1 EXHIBIT 2 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE SHARE AWARD AGREEMENT Consistent with the U.S. state of Illinois’ intellectual property assignment statute, below is a copy of Illinois Complied Statutes, Chapter 765, Act 1060, Section 2. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in Illinois law. ILLINOIS COMPILED STATUTES CHAPTER 765, ACT 1060, SECTION 2 § 2. Employee rights to inventions—conditions. (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his [or her] invention qualifies under this subsection. (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any worked performed by the employee for the employer.
26 Performance Share Award Agreement (2026) Addendum 1 EXHIBIT 3 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE SHARE AWARD AGREEMENT Consistent with the U.S. state of New Jersey’s intellectual property assignment statute, below is a copy of New Jersey’s Revised Statutes, Section 34:1B-265. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in New Jersey law. NEW JERSEY STATUTES ANNOTATED SECTION 34:1B-265 a. (1) Any provision in an employment contract between an employee and employer, which provides that the employee shall assign or offer to assign any of the employee’s rights to an invention to that employer, shall not apply to an invention that the employee develops entirely on the employee’s own time, and without using the employer’s equipment, supplies, facilities or information, including any trade secret information, except for those inventions that: (a) relate to the employer’s business or actual or demonstrably anticipated research or development; or (b) result from any work performed by the employee on behalf of the employer. (2) To the extent any provision in an employment contract applies, or intends to apply, to an employee invention subject to this subsection, the provision shall be deemed against the public policy of this State and shall be unenforceable. b. No employer shall require a provision made void and unenforceable by this act as a condition of employment or continued employment. Nothing in this act shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for: (1) disclosure, provided that any disclosure shall be received in confidence, of all of an employee’s inventions made solely or jointly with others during the term of the employee’s employment; (2) a review process by the employer to determine any issues that may arise; and (3) full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. c. Nothing in this act shall be deemed to impede or otherwise diminish the rights of alienation of inventors or patent-owners.
30 Performance Share Award Agreement (2026) Addendum 1 EXHIBIT 4 TO ADDENDUM 1 TO THE ABBVIE INC. PERFORMANCE SHARE AWARD AGREEMENT Limited Application of Restrictive Covenants to Employees in Certain States/Districts and as to Licensed Attorneys The state and district specific provisions below apply only to employees who are performing services for AbbVie in the state(s) or district listed below. If the Employee relocates to another state, then Illinois law (and the provision listed below if the Employee relocates to a state listed in Exhibit 4) governs and AbbVie reserves all rights to enforce Addendum 1 to the fullest extent permitted under Illinois law, notwithstanding any limitations expressed below. California. If the Employee primarily performs services for AbbVie in California, Paragraphs 8 and 9 do not apply to the Employee after the last day of employment with AbbVie. For avoidance of doubt and notwithstanding the foregoing, Paragraph 7 applies to the Employee during and after employment with AbbVie at all times. In addition, Paragraph 16 is modified so that California law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of California, or the United States District Courts for California (if the court has jurisdiction), shall have jurisdiction over the dispute. If, however, the Employee relocates to another state, then Paragraph 16, in its original form and as stated in Addendum 1, will govern any dispute that arises out of or relates to Addendum 1. Colorado. If the Employee primarily performs services for AbbVie in Colorado, and as of or immediately after the date of the Agreement the Employee is not employed by AbbVie as an executive, manager, or on the professional staff of an executive or manager, then Paragraphs 8 and 9 apply only to the extent necessary to protect Confidential Information. In addition, Paragraph 8 only applies if, under the Colorado Department of Labor and Employment’s Division of Labor Standards and Statistics, the Employee is a “highly compensated worker” in the year preceding the Employee’s termination of employment with AbbVie, and Paragraph 9 only applies if, under the Colorado Department of Labor and Employment’s Division of Labor Standards and Statistics, the Employee earned 60% or more of a “highly compensated worker” in the year preceding the Employee’s termination of employment with AbbVie. Also, Paragraph 16 is modified so that Colorado law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Colorado, or the United States District Courts for Colorado (if the court has jurisdiction), shall have jurisdiction over the dispute. If, however, the Employee relocates to another state, then Paragraph 16, in its original form and as stated in Addendum 1, will govern any dispute that arises out of or relates to Addendum 1. District of Columbia. If the Employee primarily performs services for AbbVie in the District of Columbia, then Paragraph 8 will only apply if the Employee earns over $150,000 annually. Florida. If the Employee primarily performs services for AbbVie in Florida, then after the last day of the Employee’s employment with AbbVie the restriction in Paragraph 7 not exceed 5 years following the last day of the Employee’s employment with AbbVie if the Confidential Information is not a trade secret, but if the Confidential Information is a trade secret, the restriction will not expire until the Confidential Information loses its status as a trade secret.
31 Performance Share Award Agreement (2026) Addendum 1 Georgia. If the Employee primarily performs services for AbbVie in Georgia, then after the last day of the Employee’s employment with AbbVie: (i) the restriction in Paragraph 7 will not exceed 5 years following the last day of the Employee’s employment with AbbVie if the Confidential Information is not a trade secret, but if the Confidential Information is a trade secret, the restriction will not expire until the Confidential Information loses its status as a trade secret; and (ii) Paragraph 9 will prohibit the Employee from engaging in the conduct described only on behalf of a competitive business and in only the areas in which the Employee worked while employed by AbbVie. Maryland. If the Employee primarily performs services for AbbVie in Maryland, or is currently working in Maryland, Paragraph 9 will not apply to the Employee if the Employee earns equal to or less than $15.00 an hour or $31,200 a year. Massachusetts. Paragraph 16 is modified so that Massachusetts law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Massachusetts, or the United States District Courts for Massachusetts if the court has jurisdiction), shall have jurisdiction over the dispute. AbbVie reserves all rights to enforce Addendum 1, including but not limited to Paragraph 16, to the fullest extent permitted by law against Massachusetts-based employees who relocate to another state. Minnesota. If the Employee primarily performs services for AbbVie in Minnesota, then Paragraph 8 will not apply to the Employee. Also, Paragraph 16 is modified so that Minnesota law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Minnesota, or the United States District Courts for Minnesota (if the court has jurisdiction), shall have jurisdiction over the dispute. Puerto Rico. If the Employee primarily performs services for AbbVie in Puerto Rico, then the last two sentences of Paragraph 11 will not apply to the Employee to the extent that it conflicts with Puerto Rico Act No. 80, as amended. Rhode Island. If the Employee primarily performs services for AbbVie in Rhode Island, then Paragraphs 4, 5, 7, 8 and 9 will not apply to the Employee if the Employee is a nonexempt-classified employee under the Fair Labor Standards Act, an undergraduate or graduate student in a short-term internship while enrolled in school, eighteen years of age or younger, or the Employee’s average annual earnings, excluding hours paid at an overtime, Sunday, or holiday rate, are not more than 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines. Virginia. Paragraph 8 will not apply to the Employee if the Employee is a “low-wage employee” under Va. Code Ann. § 40.1-28.7:8 or classified as a non-exempt employee under the Fair Labor Standards Act. Washington. Paragraph 16 is modified so that Washington law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Washington, or the United States District Courts for Washington (if the court has jurisdiction), shall have jurisdiction over the dispute. AbbVie reserves all rights to enforce Addendum 1, including but not limited to Paragraph 16, to the fullest extent permitted by law against Washington-based employees who relocate to another state.
32 Performance Share Award Agreement (2026) Addendum 1 Wisconsin. If the Employee primarily performs services for AbbVie in Wisconsin, (i) Paragraphs 7 and 8 shall apply only within the geographic area in which the unauthorized disclosure or use of such information would be competitively valuable to competitors of AbbVie; (ii) Paragraphs 7 and 8 shall not apply if: (a) such information becomes known to the general public through no fault of the Employee’s; (b) the Employee already possessed such information when beginning employment with AbbVie; or (c) the Employee independently developed such information through a party other than AbbVie or its customers; and (iii) the prohibition in Paragraphs 7 and 8 on the disclosure and use of information of third parties: (x) shall apply for only the time period and in the geographic area specified in the applicable agreement with the third party, (y) in the event the agreement with the third party does not contain a geographic limit and the information obtained from the third party is not a trade secret, the prohibition shall apply only in the geographical areas in which the use of or disclosure of such information would be competitively damaging to the third party and/or AbbVie; and (z) in the event the agreement with the third party does not contain a time limitation, and the information obtained from the third party is not a trade secret, the prohibition shall apply only when the disclosure would be competitively damaging, and up to a maximum of 18 months after the termination of the Employee’s employment with AbbVie.
Exhibit 10.3 Non-Qualified Stock Option Agreement (2026) ABBVIE INC. NON-QUALIFIED STOCK OPTION AGREEMENT On this %%OPTION_DATE,'MONTH DD, YYYY'%-% (the “Grant Date”), AbbVie Inc. (the “Company”) hereby grants to %%FIRST_NAME%-% %%LAST_NAME%-% (the “Employee”) a Nonqualified Stock Option award (the “Option” or “Award”) to purchase a total of %%TOTAL_SHARES_GRANTED,'999,999,999'%-% Shares, at the price of %%OPTION_PRICE,'$999,999,999.99'%-% per Share (the “Exercise Price”), such price being not less than 100% of the Fair Market Value of the Shares on the Grant Date. The Option is granted under the Program and is subject to the terms and conditions of the Program and this Agreement. In the event of any inconsistency between this Agreement and the Program, the Program shall control. The terms and conditions of the Option granted to the Employee are as follows: 1. Definitions. To the extent not defined herein, capitalized terms shall have the same meaning as in the Program. (a) Agreement: This Non-Qualified Stock Option Agreement. (b) Cause: Unless an alternative definition of cause applies in the Employee’s Change in Control Agreement following a “Change in Control” (as defined in such agreement), cause shall mean the following, as determined by the Company in its sole discretion: (i) material breach by the Employee of the terms and conditions of the Employee’s employment, including, but not limited to: (A) material breach by the Employee of the Company’s Code of Business Conduct, as amended from time to time; (B) material breach by the Employee of the Employee’s Employee Agreement or employment contract, if any; (C) commission by the Employee of an act of fraud, embezzlement or theft in connection with the Employee’s duties or in the course of the Employee’s employment; (D) wrongful disclosure by the Employee of secret processes or confidential information of the Company or any of its Subsidiaries; or (E) failure by the Employee to substantially perform the duties of the Employee’s employment (other than any such failure resulting from the Employee’s Disability); or (ii) material breach by the Employee of Addendum 1 to this Agreement.
2 Non-Qualified Stock Option Agreement (2026) For the avoidance of doubt, the above definition of Cause is substantially similar to the applicable provisions in Appendix A of the Change in Control Agreement. (c) Change in Control Agreement: An agreement regarding Change in Control in effect between the Company (or the Surviving Entity) and the Employee. (d) Controlled Group: AbbVie Inc. and any corporation, partnership and proprietorship under common control (as defined under the aggregation rules of Code Section 414 (b), (c), or (m)) with AbbVie Inc. (e) Data: Certain information, including personal information about the Employee held by the Company and the Subsidiary that employs the Employee (if applicable), including (but not limited to) the Employee’s name, home address and telephone number, email address, date of birth, social security, passport or other identification number, salary, nationality, job title, any Shares held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Employee’s favor, for the purpose of managing and administering the Program. (f) Disability: Sickness or accidental bodily injury, directly and independently of all other causes, that disables the Employee so that the Employee is completely prevented from performing all the duties of their occupation or employment. (g) Employee Agreement: The Employee Agreement entered into by and between the Company or a Subsidiary and the Employee as it may be amended from time to time. (h) Employee’s Representative: The Employee’s legal guardian or other legal representative. (i) Good Reason: Unless an alternative definition of good reason applies in the Employee’s Change in Control Agreement following a “Change in Control” (as defined in such agreement), good reason shall mean the occurrence of any of the following circumstances without the Employee’s express written consent: (i) a significant adverse change in the nature, scope or status of the Employee’s position, authorities or duties from those in effect immediately prior to the Change in Control, including, without limitation, if the Employee was, immediately prior to the Change in Control, an officer of a public company, the Employee ceasing to be an officer of a public company; (ii) the failure by the Company or a Subsidiary to pay the Employee any portion of the Employee’s current compensation, or to pay the Employee any portion of any installment of deferred compensation under any deferred compensation program of the Company, within seven days of the date such compensation is due;
3 Non-Qualified Stock Option Agreement (2026) (iii) a reduction in the Employee’s annual base salary (or a material change in the frequency of payment) as in effect immediately prior to the Change in Control as the same may be increased from time to time; (iv) the failure by the Company or a Subsidiary to award the Employee an annual bonus in any year which is at least equal to the annual bonus awarded to the Employee under the annual bonus plan of the Company or Subsidiary for the year immediately preceding the year of the Change in Control; (v) the failure by the Company to award the Employee equity-based incentive compensation (such as stock options, shares of restricted stock, restricted stock units, or other equity-based compensation) on a periodic basis consistent with the Company’s practices with respect to timing, value and terms prior to the Change in Control; (vi) the failure by the Company or a Subsidiary to continue to provide the Employee with the welfare benefits, fringe benefits and perquisites enjoyed by the Employee immediately prior to the Change in Control under any of the Company’s or Subsidiary’s plans or policies, including, but not limited to, those plans and policies providing pension, life insurance, medical, health and accident, disability and vacation; (vii) the relocation of the Employee’s base office to a location that is more than 35 miles from the Employee’s base office immediately prior to the Change in Control; or (viii) the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement as contemplated in Section 6. (j) Program: The AbbVie Amended and Restated 2013 Incentive Stock Program, as amended from time to time. (k) Retirement: (i) Except as provided under (ii) or (iii) below, Retirement means either of the following: age 55 with 10 years of service; or age 60 with five years of service; or age 65 with at least three years of service. (ii) For Employees who (A) transferred to the Company directly from Abbott Laboratories either as a result of the Company’s spin-off from Abbott Laboratories or during the period from January 1, 2013 through June 30, 2015 with the consent of each company’s head of human resources, and
4 Non-Qualified Stock Option Agreement (2026) (B) were hired into the Abbott Laboratories controlled group prior to January 1, 2004, Retirement means either of the following: • age 50 with 10 years of service; or • age 65 with three years of service. (iii) For purposes of calculating service under this Section 1(k), except as otherwise provided by the Committee or its delegate: (A) Subject to subsections (B), (C) and (D) below, “years of service” shall mean the aggregate period of service, expressed as a number of whole years and fractions thereof, during which the Employee served without interruption as an employee of the Controlled Group. (B) service is earned only if performed for a member of the Controlled Group while that Controlled Group member is a part of the Controlled Group (for the avoidance of doubt, a period of employment of an employee with a business entity, part or all of which is or was acquired by or becomes part of the Controlled Group, will not be considered a period of service prior to the time such acquired entity has become a member of the Controlled Group); (C) for Employees who transferred to the Company directly from Abbott Laboratories during the period from January 1, 2013 through June 30, 2015 either as a result of the Company’s spin-off from Abbott Laboratories or with the consent of each company’s head of human resources, service includes service with Abbott Laboratories that is counted for Retirement eligibility purposes under applicable law or Company procedures; and (D) applicable law, Company procedures, and/or Program administration rules apply in determining credited service and Retirement eligibility. (l) Termination: A severance of employment for any reason (including Retirement) from the Company and all Subsidiaries. Any Termination (whether or not in breach of local labor laws) shall be effective on the last day the Employee performs services for or on behalf of the Company or its Subsidiary as an employee, and employment shall not be extended by any statutory or common law notice of termination period (e.g., active employment does not include a period of “garden leave” or similar period pursuant to local law). The Company shall have the exclusive discretion to determine when Termination occurs, including when a leave of absence will be considered a Termination.
5 Non-Qualified Stock Option Agreement (2026) 2. Term of Option. Subject to Sections 5 and 7 and 8, the Employee may exercise all or a portion of the vested Option at any time prior to the 10th anniversary of the Grant Date (the “Expiration Date”); provided that the Option may be exercised with respect to whole Shares only. In no event shall the Option be exercisable on or after the Expiration Date. To the extent the Option is not exercised prior to the Expiration Date (or any earlier expiration or forfeiture of the Option pursuant to Sections 5, 7 and 8), it shall be canceled and forfeited. 3. Vesting. Subject to Sections 5, 6, 7 and 8, the Option shall vest and become exercisable as follows: (a) on the first anniversary of the Grant Date, one-third of the total number of Shares may be purchased; (b) on the second anniversary of the Grant Date, two-thirds of the total number of Shares may be purchased; and (c) on the third anniversary of the Grant Date, the Option may be exercised in full. The Option is not earned and the Employee has no right to purchase the underlying Shares until an event described above occurs. The vesting described above is cumulative, so that at each vesting date an additional amount of Shares is available for purchase and remains available until the Option’s Expiration Date or such earlier date determined pursuant to Section 5, 7 or 8 below. 4. Exercise of the Option. To the extent vested, the Option may be exercised in whole or in part as follows: (a) Who May Hold/Exercise the Option. (i) General Rule - Exercise by Employee Only. During the lifetime of the Employee, the Option may be exercised only by the Employee or the Employee’s Representative. (ii) Death Exception. If the Employee dies, then the Option may be exercised only by the executor or administrator of the estate of the Employee or the person or persons to whom rights under the Option have passed by will or the laws of descent or distribution. Such person(s) shall furnish the appropriate tax clearances, proof of the right of such person(s) to exercise the Option, and other pertinent data as the Company may deem necessary. (iii) Transferability. Except as otherwise provided by the Committee or its delegate, the Option is not transferable other than by will or the laws of descent and distribution. It may not be assigned, transferred (except by will or the laws of descent and distribution), pledged or hypothecated in any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment, or similar process. Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary
6 Non-Qualified Stock Option Agreement (2026) to the provisions hereof, and the levy of any attachment or similar process upon such Option, shall be null and void. (b) Method of Exercise. Subject to the requirements of local law, the Option may be exercised only by delivery to the designated employee or agent of the Company of a written, electronic, or telephonic notice of exercise, specifying the number of Shares with respect to which the Option is then being exercised, and payment of the full Exercise Price of the Shares being purchased: (i) in cash or with other Shares held by the Employee having a then Fair Market Value equal to the Exercise Price; (ii) by delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to pay the Exercise Price; (iii) a combination of (i) and (ii) above; or (iv) any other manner approved by the Committee from time to time. Each method of exercise requires payment of the full amount of any U.S. and non- U.S. federal, state, local or other applicable taxes which the Company believes are required to be withheld and paid with respect to such exercise, as described below. Notwithstanding the foregoing, the Company may require payment in a particular or different method of exercise than those methods specified in Section 4(b)(i) - (iii), may allow the Employee to exercise the Option only by means of a cashless exercise (either a cashless “sell all” exercise or a cashless “sell- to-cover” exercise) as it shall determine in its sole discretion, or may require the Employee to sell any Shares the Employee acquired under the Program immediately or within a specified period following the Employee’s Termination (in which case, this Agreement shall give the Company the authority to issue sales instructions on the Employee’s behalf). (c) Payment of Taxes. To the extent permitted under applicable law and by the Company, the Employee may satisfy any U.S. or non-U.S. federal, state, local or other applicable taxes arising from any transaction related to the exercise of the Option pursuant to this Agreement by: (i) tendering a cash payment; (ii) having the Company withhold Shares from the Option exercised to satisfy the applicable withholding tax; (iii) delivery of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to pay the applicable withholding tax; or (iv) delivering other previously acquired Shares having a Fair Market Value approximately equal to the amount to be withheld.
7 Non-Qualified Stock Option Agreement (2026) The Company shall have the right and is hereby authorized to withhold from the Shares transferable to the Employee upon any exercise of the Option or (to the extent permitted by applicable law, including without limitation Code Section 409A) from any other compensation or other amount owing to the Employee such amount as may be necessary in the opinion of the Company to satisfy all such tax and withholding obligations. 5. Effect of Termination or Death on the Option. (a) Termination due to Retirement. Subject to Sections 7 and 8 below, in the event of Termination due to Retirement, then (regardless of any subsequent death of the Employee) the Option will continue to vest pursuant to Section 3, and the last date on which the Option may be exercised is the day prior to the Expiration Date. (b) Termination due to Disability. Subject to Sections 7 and 8 below, in the event of Termination due to Disability, then the Option will become fully vested and exercisable, and the last date on which the Option may be exercised is the day prior to the Expiration Date. (c) Termination due to Death of the Employee. In the event of the death of the Employee during employment, the Option will become fully vested and exercisable, and the last date on which the Option may be exercised is the day prior to the Expiration Date. (d) Termination for Reason Other than under Subsection 5(a), (b) or (c) or Section 6. (i) Options Granted Within Nine Months Prior to Termination. Any Option granted less than nine months prior to a Termination for any reason other than those set forth in subsections 5(a), (b) or (c) or Section 6 shall be cancelled and forfeited immediately upon such Termination. (ii) Options Granted Nine Months or More Prior to Termination. Subject to Sections 7 and 8 below, an Option granted nine months or more prior to a Termination for any reason other than those set forth in subsections 5(a), (b) or (c) or Section 6 will continue to vest and shall be exercisable to the extent permitted by Section 3 for a three-month period after the Employee’s effective date of Termination, but in no event shall such Option be exercised on or after the Expiration Date. In the event of the death of the Employee during the three-month period after the Employee’s effective date of Termination, the Option shall continue to vest and be exercisable for a three-month period measured from the date of death, but in no event shall such Option be exercised on or after the Expiration Date. 6. Change in Control. In the event of a Change in Control, the entity surviving such Change in Control or the ultimate parent thereof (referred to herein as the “Surviving Entity”) may assume, convert or replace this Option with an award of at least equal value and terms and
8 Non-Qualified Stock Option Agreement (2026) conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. If the Surviving Entity does not assume, convert or replace this Option, the Option shall vest and the Option shall be immediately exercisable on the date of the Change in Control. If the Surviving Entity does assume, convert or replace this Option, then in the event the Employee’s Termination (a) occurs within the time period beginning six months immediately before a Change in Control and ending two years immediately following such Change in Control, and (b) was initiated by the Company (or the Surviving Entity) for a reason other than Cause or was initiated by the Employee for Good Reason, the Option will become fully vested and exercisable as of the later of the date of the Change in Control and the date of the Employee’s Termination. The provisions of this Section 6 shall supersede Section 13(a)(i) of the Program. 7. Effect of Certain Bad Acts. The Option shall be cancelled and forfeited immediately if the Employee engages in activity that constitutes Cause, as determined in the sole opinion and discretion of the Committee or its delegate, whether or not the Employee experiences a Termination or remains employed with the Company or a Subsidiary. the Employee. 8. Recoupment. Without limiting Section 14(q) of the Program, the Option, any Shares issued upon exercise of the Option and any proceeds therefrom shall be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company (i) currently in effect, (ii) as may be adopted by the Company to comply with applicable law and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual, or (iii) as may be adopted by the Company to facilitate the Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other service provider or related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Recoupment Policy”), with the provisions contained in such Recoupment Policy deemed incorporated into this Agreement without the Employee’s additional or separate consent. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Option to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. In accepting the Award and the terms of this Agreement, the Employee acknowledges and agrees that the Recoupment Policy shall apply to all other forms of incentive compensation awarded to the Employee, as well. No recovery of compensation as described in this Section will be an event giving rise to the Employee’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, a Subsidiary and/or the Employee.
9 Non-Qualified Stock Option Agreement (2026) 9. No Right to Continued Employment. This Agreement and the Employee’s participation in the Program do not and shall not be interpreted to: (a) form an employment contract or relationship with the Company or its Subsidiaries; (b) confer upon the Employee any right to continue in the employ of the Company or any of its Subsidiaries; or (c) interfere with the ability of the Company or its Subsidiaries to terminate the Employee’s employment at any time. 10. Nature of Grant. In accepting this Option grant, the Employee acknowledges and agrees that: (a) the Program is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) this Option grant is a one-time benefit and does not create any contractual or other right to receive future grants of Options, benefits in lieu of Options, or other Program benefits in the future, even if Options have been granted repeatedly in the past; (c) all decisions with respect to future Option grants, if any, and their terms and conditions, will be made by the Committee (or its delegate), in its sole discretion; (d) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee; (e) the Employee is voluntarily participating in the Program; (f) the Option and Shares subject to the Option are: (i) extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries, and are outside the scope of the Employee’s employment contract, if any; (ii) not intended to replace any pension rights or compensation; (iii) not part of the Employee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits, or similar payments and in no event should they be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries; (g) the future value of the Shares underlying the Option is unknown and cannot be predicted with certainty;
10 Non-Qualified Stock Option Agreement (2026) (h) in consideration of this Option grant, no claim or entitlement to compensation or damages shall arise from the Option resulting from (i) Termination (for any reason whatsoever) and/or (ii) the application of Sections 7 and 8 above and the Employee irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if any such claim is found by a court of competent jurisdiction to have arisen, then, by signing or electronically accepting this Agreement, the Employee shall be deemed irrevocably to have waived the Employee’s entitlement to pursue such claim; (i) the Option and the Benefits under the Program, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability; and (j) neither the Company nor any of its Subsidiaries shall be liable for any change in value of the Option, the amount realized upon exercise of the Option or the amount realized upon a subsequent sale of any Shares acquired upon exercise of the Option, resulting from any fluctuation of the United States Dollar/local currency foreign exchange rate. 11. Data Privacy. (a) Pursuant to applicable personal data protection laws, the Employee is hereby notified and acknowledges that the collection, processing and transfer of the Employee’s personal Data is necessary for the Company’s administration of the Program and the Employee’s participation in the Program. The Employee’s choice to deny and/or object to the collection, processing and transfer of personal Data may affect the Employee’s ability to participate in the Program. For more information about how the Company may collect, process, and transfer personal Data, please see the AbbVie Employee Privacy Notice applicable to the Employee’s jurisdiction: AbbVie Employee Privacy Notice. (b) Data may be provided by the Employee or collected, where lawful, from third parties, and the Company and the Subsidiary that employs the Employee (if applicable) will process the Data for the purpose of implementing, administering and managing the Employee’s participation in the Program, including meeting legal obligations related thereto. Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Employee’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Program and for the Employee’s participation in the Program.
11 Non-Qualified Stock Option Agreement (2026) (c) The Company and the Subsidiary that employs the Employee (if applicable) will transfer Data as necessary for the purpose of implementation, administration and management of the Employee’s participation in the Program, and the Company and the Subsidiary that employs the Employee (if applicable) may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Program. These recipients may be located throughout the world, and cross-border transfers of Data will be supported by required onward transfer mechanisms, including standard contractual clauses where applicable. (d) The Employee may, at any time, exercise the Employee’s rights provided under applicable personal data protection laws, which may include the right to: (i) obtain confirmation as to the existence of the Data; (ii) verify the content, origin and accuracy of the Data; (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data; and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Program and the Employee’s participation in the Program. The Employee may seek to exercise these rights by contacting the Employee’s local human resources manager. 12. Private Placement. This Option grant is not intended to be a public offering of securities in the Employee’s country. The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and this Option grant is not subject to the supervision of the local securities authorities. 13. Exchange Controls. As a condition to this Option grant, the Employee agrees to comply with any applicable foreign exchange rules and regulations. 14. Compliance with Applicable Laws and Regulations. (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed. (b) Regardless of any action the Company or its Subsidiaries take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax- related items related to the Employee’s participation in the Program and legally
12 Non-Qualified Stock Option Agreement (2026) applicable to the Employee or deemed by the Company or its Subsidiaries to be an appropriate charge to the Employee even if technically due by the Company or its Subsidiaries (“Tax-Related Items”), the Employee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or its Subsidiaries, if any. The Employee further acknowledges that the Company and/or its Subsidiaries: (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Shares upon exercise of the Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Employee’s liability for Tax-Related Items or achieve any particular tax result. If the Employee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Employee acknowledges that the Company and/or its Subsidiaries may be required to withhold or account for Tax-Related Items in more than one jurisdiction. If the Employee relocates to another country, the Company may establish special or alternative terms and conditions as necessary or advisable to comply with local laws, rules or regulations, to facilitate the operation and administration of the Option and the Program and/or to accommodate the Employee’s relocation. (c) The Employee acknowledges that, depending on the Employee’s or the broker’s country of residence or where the Shares are listed, the Employee may be subject to insider trading restrictions and/or market abuse laws which may affect the Employee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Options) or rights linked to the value of Shares during such times the Employee is considered to have “inside information” regarding the Company as defined in the laws or regulations in the Employee’s country. Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before the Employee possessed inside information. Furthermore, the Employee could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The Employee understands that third parties may include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is the Employee’s responsibility to comply with any restrictions and the Employee is advised to speak to the Employee’s personal legal advisor on this matter. 15. Code Section 409A. The Option is intended to be exempt from the requirements of Code Section 409A. The Program and this Agreement shall be administered and interpreted in
13 Non-Qualified Stock Option Agreement (2026) a manner consistent with this intent. If the Company determines that the Option is subject to Code Section 409A and this Agreement fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, and without the Employee’s consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. Although this Agreement and Benefits provided hereunder are intended to be exempt from the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the Benefits provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A. 16. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Option, the Employee’s participation in the Program or the Employee’s acquisition or sale of the underlying Shares. The Employee is hereby advised to consult with the Employee’s own personal tax, legal and financial advisors regarding participation in the Program before taking any action related to the Program. 17. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Employee’s participation in the Program, on the Option and on any Shares acquired under the Program, to the extent the Company or any Subsidiary determines it is necessary or advisable to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the Option and the Program, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. The Employee agrees to take any and all actions, and consents to any and all actions taken by the Company and its Subsidiaries, as may be required to allow the Company and its Subsidiaries to comply with local laws, rules and regulations in the Employee’s country. In addition, the Employee agrees to take any and all actions as may be required to comply with the Employee’s personal obligations under local laws, rules and regulations in the Employee’s country. 18. Determinations. Each decision, determination, interpretation or other action made or taken pursuant to the provisions of this Agreement by the Company, the Committee or any delegate of the Committee shall be final, conclusive and binding for all purposes and upon all persons, including, without limitation, the Company, the Employee, the Employee’s Representative, and the person or persons to whom rights under the Option have passed by will or the laws of descent or distribution.
14 Non-Qualified Stock Option Agreement (2026) 19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Program by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Program through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. 20. Addenda. (a) Addendum 1 – Confidential Information, Inventions and Other Restrictions. By accepting the Option, the Employee agrees to the terms of the addendum attached hereto as Addendum 1. Addendum 1 constitutes part of this Agreement. (b) Addendum 2 – Jurisdiction-Specific Provisions. This Option grant shall be subject to any special terms and conditions set forth in Addendum 2 to this Agreement for the Employee’s country or jurisdiction. Moreover, if the Employee relocates to one of the countries or jurisdictions included in Addendum 2, the special terms and conditions for such country or jurisdiction will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and/or regulations or facilitate the operation and administration of the Option and the Program (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Employee’s relocation). Addendum 2 constitutes part of this Agreement. 21. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. To the extent a court or tribunal of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, in whole or in part, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. 22. Entire Agreement. This Agreement, the Program and the Employee’s Change in Control Agreement constitute the entire agreement between the Employee and the Company regarding the Option and supersede all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the Option (including, for the avoidance of doubt, any severance plan or policy applicable to the Employee), and the Employee agrees that, as a condition to receiving this Option, the Employee waives the right to any accelerated vesting of the Option pursuant to any other plan, program or arrangement in effect or entered into prior to the date hereof. Except as expressly set forth herein, this Agreement (and any provision of this Agreement) may not be modified, changed or clarified by the parties, except in a writing specifying the modification, change or clarification signed by a duly authorized Company officer.
15 Non-Qualified Stock Option Agreement (2026) 23. Succession. This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee, the Employee’s Representative, and the person or persons to whom rights under the Option have passed by will or the laws of descent or distribution. 24. Language. The Employee acknowledges and agrees that it is the Employee’s express intent that this Agreement, the Program and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Employee is in a country where English is not an official language, the Employee acknowledges that the Employee is sufficiently proficient in English or has had the ability to consult with an advisor who is sufficiently proficient in the English language, so as to allow the Employee to understand the terms and conditions of this Agreement, the Program and any other documents related to the Option. If the Employee has received this Agreement or any other document related to the Program translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise explicitly required by applicable law. 25. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any state’s conflict of laws principles. For any legal action relating to this Agreement, the parties to this Agreement consent to the exclusive jurisdiction and venue of the federal courts of the Northern District of Illinois, USA, and, if there is no jurisdiction in federal court, to the exclusive jurisdiction and venue of the state courts in Lake County, Illinois, USA. * * *
16 Non-Qualified Stock Option Agreement (2026) IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on their behalf. EMPLOYEE By: SIGNED BY ELECTRONIC SIGNATURE BY ELECTRONICALLY ACCEPTING THE OPTION, THE EMPLOYEE AGREES THAT (1) SUCH ACCEPTANCE CONSTITUTES THE EMPLOYEE’S ELECTRONIC SIGNATURE IN EXECUTION OF THIS AGREEMENT; (2) THE EMPLOYEE AGREES TO BE BOUND BY THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA; (3) THE EMPLOYEE HAS REVIEWED THE PROGRAM, THE AGREEMENT AND THE ADDENDA IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE OPTION AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA; (4) THE EMPLOYEE HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PROGRAM; AND (5) THE EMPLOYEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE OR ITS DULY AUTHORIZED DELEGATE ON ANY QUESTIONS ARISING UNDER THE PROGRAM, THE AGREEMENT AND THE ADDENDA. IF THE EMPLOYEE DOES NOT REJECT THE OPTION OR ELECTRONICALLY ACCEPT THE OPTION BY THE FIRST VESTING DATE FOR THE OPTION SET FORTH IN SECTION 3 OF THIS AGREEMENT, THE EMPLOYEE WILL BE DEEMED TO ACCEPT THE OPTION, AND THE EMPLOYEE WILL BE BOUND BY THE PROVISIONS OF THE PROGRAM, THE AGREEMENT AND THE ADDENDA.
17 Non-Qualified Stock Option Agreement (2026) Addendum 1 ADDENDUM 1 TO THE ABBVIE INC. NON-QUALIFIED STOCK OPTION AGREEMENT CONFIDENTIAL INFORMATION, INVENTIONS AND OTHER RESTRICTIONS The Employee acknowledges that the Company and each Company Subsidiary (as defined below) (collectively, “AbbVie”) has the right to protect its goodwill and interest in Confidential Information (as defined below) and obtain the benefit of certain Inventions (as defined below) developed by its employees and agents. In addition, the Employee acknowledges that the Employee had the opportunity to consult with an attorney before accepting the terms of the Agreement, including this Addendum 1. This Addendum 1 forms part of the Agreement. In consideration of the Award granted to the Employee, and the Employee’s continued access to AbbVie’s Confidential Information and Inventions and training that the Employee shall receive from AbbVie, the Employee agrees as follows; provided, however, that Paragraphs 8, 9 and 11 shall not apply to the Employee if the Employee primarily performs services for AbbVie outside of the United States. 1. The Employee is engaged by AbbVie in a position of trust and confidence in which the Employee will receive, use, observe, obtain, or otherwise come into contact with or have access to Confidential Information and Inventions, and may invent, discover, initiate or otherwise contribute to Confidential Information and Inventions as an integral part of the Employee’s employment. 2. As used in this Addendum 1, the following terms have the meanings specified below: (a) Company Subsidiary: Company Subsidiary shall mean a corporation or any other commercial organization or entity (including, without limitation, Allergan plc and its subsidiaries) and any branch or office of any of the foregoing, thirty percent (30%) or more of the assets or voting securities of which the Company owns or controls, directly or indirectly. (b) Confidential Information: Confidential Information shall mean all information disclosed to, learned by, or known by the Employee as a consequence of or through his/her employment by or potential employment with AbbVie, about AbbVie’s strategies, plans, products, methods, processes, or services, including, without limitation, information relating to techniques, shop practices, formulae, organisms, parts of organisms, compounds, compositions, testing apparatus, software, research data, clinical data, pharmacological data, customer/patient lists and data and files, pricing and sales information, equipment, devices, prototypes and models, any other information relating to research, development, discoveries, inventions, improvements, innovations, manufacture, purchasing, accounting, engineering, marketing, merchandising, and selling, and all other know-how, trade secrets and proprietary information that are in AbbVie’s possession and that have not been published or disclosed to the general public, and any information that provides AbbVie with a business and/or economic benefit from not being publicly available. Confidential Information also includes information AbbVie received under an obligation of confidentiality to any third party and Inventions that have not been disclosed to the public. Confidential Information also means personnel data to the extent such personnel data is disclosed to, learned by or known by the Employee so as to carry out his/her employment duties relating to personnel data at AbbVie and financial data to the extent such financial data is disclosed to, learned by or known by the Employee so as to carry out his/her employment duties relating to financial data at AbbVie.
18 Non-Qualified Stock Option Agreement (2026) Addendum 1 (c) Inventions: Inventions shall mean inventions, discoveries, concepts, ideas, and original works of authorship, whether or not patentable or copyrightable, including, but not limited to, compounds, compositions of matter, machines, articles of manufacture, processes, methods, formulae, software, techniques, strains and cultures, cell parts and organisms, as well as improvements thereof or know-how related thereto. 3. All identification badges, access cards or keys, automobiles, computers or other equipment, memoranda, notes, records, reports, photographs, drawings, plans, papers, computer software, compounds and other documents, products and materials made or compiled by or made available to the Employee during the course of employment with AbbVie, and any copies, summaries or abstracts thereof, whether in electronic, paper or other form and whether or not they contain or relate to Confidential Information or Inventions, are and shall be the property of AbbVie and shall be delivered to AbbVie by the Employee prior to termination of employment with AbbVie. 4. All Inventions, trademarks, trade dress, and Internet domain names, whether or not patentable, copyrightable, or registerable (including all data and records pertaining thereto) which the Employee may invent, discover, originate, make, create, author, develop, conceive, or reduce to practice during the term of employment with AbbVie or which may arise out of or result from Confidential Information obtained, provided or otherwise acquired, either directly or indirectly, by the Employee in connection with the Employee’s employment with AbbVie shall be and hereby are the sole and exclusive property of AbbVie. The Employee shall promptly and fully disclose each and all such Inventions, trademarks, trade dress, and Internet domain names to AbbVie. 5. The Employee has assigned and transferred to AbbVie (or any person designated by AbbVie), and hereby does assign and transfer to AbbVie (or any person designated by AbbVie), without additional compensation, the Employee’s entire right, title, and interest to all of the Inventions, trademarks, trade dress, and Internet domain names described in Paragraph 4 and any related U.S. or foreign counterparts, including all patents, patent applications, priority rights, copyrights and registrations thereon or related thereto. The Employee shall execute any additional instruments AbbVie considers necessary to convey, confirm or perfect AbbVie’s ownership thereof, and shall assist AbbVie in obtaining, defending and enforcing its rights therein. AbbVie shall bear all expenses it authorizes to be incurred in connection with such activity and shall pay the Employee reasonable compensation for any time the Employee spent performing such duties at AbbVie’s request after the Employee’s termination of employment. In addition, the Employee shall maintain in confidence any Confidential Information, including documents and communications, disclosed to the Employee after the Employee’s termination of employment. (a) IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF CALIFORNIA, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE LABOR CODE OF THE U.S. STATE OF CALIFORNIA, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 1. IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF ILLINOIS, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 2, ACT 1060 OF CHAPTER 765 OF THE ILLINOIS COMPILED STATUTES, A COPY OF WHICH IS ATTACHED TO THIS ADDENDUM 1 AS EXHIBIT 2. IF THE EMPLOYEE IS HIRED BY ABBVIE TO PRIMARILY PERFORM SERVICES IN THE U.S. STATE OF NEW JERSEY, THEN THIS PARAGRAPH 5 DOES NOT APPLY TO ANY INVENTION THAT QUALIFIES FULLY UNDER THE PROVISIONS OF SECTION 34:1B-265 OF THE NEW JERSEY STATUTES ANNOTATED, A COPY OF WHICH IS ATTACHED TO THIS
19 Non-Qualified Stock Option Agreement (2026) Addendum 1 ADDENDUM 1 AS EXHIBIT 3. The Employee understands that nothing in this Addendum 1 is intended to expand the scope of protection provided to the Employee by the code sections attached as Exhibits 1-3. Further, if the Employee is hired by AbbVie to primarily perform services in a U.S. state other than California, Illinois, or New Jersey, to the extent that state has any law similar to that set forth in Exhibits 1-3, the applicable state law restrictions shall apply to this Addendum 1. (b) To the extent that any of the Inventions constitute copyrightable subject matter, AbbVie and the Employee desire such subject matter to be deemed a “work made for hire” as defined in the U.S. Copyright Act (17 U.S.C. § 101) authored and owned by AbbVie to the maximum extent permitted by law. To the extent that any such Invention is not so considered a “work made for hire” under applicable law or copyrightable subject matter, then such Invention will be deemed, upon invention, to be assigned to AbbVie, or any person designated by AbbVie, automatically without further compensation or action by either the Employee or AbbVie, and the Employee hereby confirms that the Employee has assigned such Invention to AbbVie or any person designated by AbbVie. (c) Inventions, if any, that the Employee has made, created, authored, developed or conceived and reduced to practice, either alone or jointly with others, prior to the Employee’s employment with AbbVie (collectively, “Prior Creations”) are excluded from the scope of this Addendum 1. 6. Paragraphs 4 and 5 shall not apply to an Invention for which no AbbVie equipment, supplies, facility, or Confidential Information was used and which was developed entirely on the Employee’s own time, unless the Invention (a) relates (i) to the business of AbbVie or (ii) to AbbVie’s actual or demonstrably anticipated research or development, (b) results from any work the Employee performed for AbbVie, or (c) is derived from Confidential Information. The Employee affirms that the Employee has complied, and shall continue to comply, with any confidentiality obligations that the Employee has with any former employer, customer or other third party with respect to such employer’s, customer’s or third party’s confidential or proprietary information. 7. (a) The Employee shall use all best efforts to protect the secrecy and confidentiality of Confidential Information and Inventions. The Employee shall not, either before, during or after the Employee’s term of employment with AbbVie, use or disclose, or assist in the disclosure to others, directly or indirectly, any Confidential Information or Invention, except as required and authorized in the scope of the Employee’s job responsibilities (or as authorized by AbbVie) and in the furtherance of AbbVie’s business. The Employee acknowledges that the relationship of the Employee to AbbVie with respect to Confidential Information and Inventions shall be fiduciary in nature. However, and in accordance with 18 U.S.C. § 1833(b), nothing in this Addendum 1, including the duties, obligations and restrictions identified in this Paragraph, shall prevent the Employee from disclosing information, including Confidential Information, in confidence, to a U.S. federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of the law; nor shall this Addendum 1, including the duties, obligations and restrictions identified in this Paragraph, prevent the Employee from disclosing Confidential Information in a complaint or other document that is filed under seal and protected from public disclosure in a lawsuit. Nothing in this Addendum 1 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
20 Non-Qualified Stock Option Agreement (2026) Addendum 1 (b) Nothing in this Addendum 1 limits the Employee’s rights or ability to make truthful statements or disclosures regarding what the Employee in good faith alleges to be unlawful conduct or possible violations of any law, rule or regulation, including, but not limited to, alleged unlawful employment practices or criminal conduct by AbbVie to any U.S. federal, state or local government agency; file a charge with any administrative agency or entity charged with enforcement of such law, rule, or regulation (such as the U.S. Equal Employment Opportunity Commission, the U.S. National Labor Relations Board (“NLRB”), the U.S. Securities and Exchange Commission (“SEC”) or any state or local fair employment practices agency); or to approach and/or provide information (including testimony) to governmental authorities or agencies or otherwise participate in any agency investigation or other administrative proceeding (for purposes of clarification, the is not prohibited from providing information voluntarily to the SEC pursuant to Section 21F of the U.S. Securities Exchange Act of 1934, as amended). Further, nothing in this Addendum 1 prevents the Employee from making truthful statements or disclosures regarding any allegedly unlawful employment practices by AbbVie, including, but not limited to, facts related to an act of discrimination, harassment, retaliation, sexual abuse, sexual assault, sexual harassment, wage and hour violations, safety and health violations, unfair labor practices or interference with protected concerted activity protected by the U.S. National Labor Relations Act (“NLRA”) or any violation of a clear mandate of work-related public policy. Nothing in this Addendum 1 in any way restricts or impedes the Employee from engaging in concerted activity to address work-related issues or exercising any protected rights, including rights under the NLRA or other applicable state laws, or prevents the Employee from communicating with or assisting other employees or a union with matters that have been or may be brought before the NLRB to the extent authorized by the NLRA or other applicable law. In addition, nothing in this Agreement limits the Employee’s right to request or receive confidential legal advice; participate in a proceeding related to unlawful employment practices, including any litigation brought by a government agency or any other person who alleges that an employer has violated any applicable law, regulation, or rule; make any truthful statements or disclosure required by law, regulation, or legal process; or testify regarding alleged unlawful employment practices or criminal conduct in an administrative, legislative, arbitral or judicial proceeding (including depositions) pursuant to a subpoena or court order or written request from an administrative agency or legislature. The Employee need not obtain AbbVie’s prior authorization before exercising any of the Employee’s rights in this Paragraph 7, nor must the Employee inform AbbVie about such activity. 8. The Employee shall not, during the term of employment with AbbVie and for a period of one year after termination of employment, engage, directly or indirectly, for the benefit of the Employee or others, in any activity or employment, the performance of which will require or call upon the Employee to use or disclose any Confidential Information or Invention obtained, provided or otherwise acquired, directly or indirectly, during the term of employment with AbbVie notwithstanding any undertaking by the Employee to the contrary. This Paragraph shall not be construed to limit in any way the Employee’s obligation not to use or disclose Confidential Information and Inventions as set forth in Paragraph 7 above. 9. The Employee shall not, during the term of employment with AbbVie and for a period of two years after termination of employment, directly or indirectly, for the benefit of the Employee or others, solicit or assist in soliciting to work as an employee, independent contractor, partner, or otherwise, any employee of AbbVie about whom the Employee acquired knowledge through the Employee’s employment with AbbVie.
21 Non-Qualified Stock Option Agreement (2026) Addendum 1 10. This Addendum 1 shall not be construed to limit in any way any “shop right,” “fiduciary duty” or other common law or statutory or contractual rights of AbbVie in or to any Confidential Information or Invention which AbbVie has or may have by virtue of the Employee’s employment. 11. The Employee acknowledges that the Employee is employed at will, meaning either AbbVie or the Employee may terminate the employment relationship at any time, with or without notice, and for any reason or no reason at all. Nothing in any AbbVie policy supersedes at-will employment. 12. The Employee acknowledges that a breach or a threatened breach of this Addendum 1 shall cause AbbVie to face irreparable injury, which may be difficult to quantify monetarily and that AbbVie shall be entitled, in addition to remedies otherwise available at law or in equity, to temporary restraining orders, preliminary injunctions and/or final injunctions enjoining such breach or threatened breach. In the event that AbbVie shall successfully enforce any part of this Addendum 1 through legal proceedings, the Employee shall pay AbbVie all costs and attorneys’ fees reasonably incurred by AbbVie in conjunction therewith. 13. If the Employee is performing services for AbbVie in California, Colorado, District of Columbia, Florida, Georgia, Maryland, Massachusetts, Minnesota, Puerto Rico, Rhode Island, Washington or Wisconsin, certain provisions in this Addendum 1 are expressly modified, set forth in Exhibit 4, attached to this Addendum 1. 14. If any provision or provisions (or portions thereof) of this Addendum 1 are held to be unenforceable by any court, such provision or provisions (or portions thereof) will be limited or eliminated to the minimum extent necessary so that this Addendum 1 shall otherwise remain in full force and effect and be enforceable. In the event of any inconsistency between Section 22 of the Agreement and this Paragraph 14 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 14 shall govern. 15. AbbVie’s failure or refusal either to insist upon the strict performance of any provision of this Addendum 1 or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of such provision or right, nor shall such failure or refusal be deemed a custom or practice contrary to such provision or right of this Addendum 1. 16. Except to the extent a U.S. federal statute applies, this Addendum 1 in all respects will be governed, enforced, interpreted and applied under the laws of the U.S. State of Illinois. Accordingly, Paragraphs 8 and 9 only apply if the Employee’s annual earnings at AbbVie exceed the applicable thresholds stated in the Illinois Freedom to Work Act, 820 ILCS 90/1 et al. Any action that the Employee may initiate arising out of or relating either to this Addendum 1 or any other dispute between the Employee and AbbVie concerning the subject matter hereof shall be brought in state court located in Lake County, Illinois, USA or, if U.S. federal jurisdiction exists, the United States District Court for the Northern District of Illinois, Eastern Division (“Venue”), to the full extent permitted by law. The Employee irrevocably submits to the jurisdiction of the courts in the Venue and waives any objection to personal jurisdiction or Venue in these courts, including, but not limited to, the defense of an inconvenient forum to the maintenance of any related claim, and the Employee and AbbVie agree not to commence litigation of any related claim in any other Venue. As set forth in Exhibit 4, the Venue and application of Illinois law provisions set forth in this Paragraph 16 do not apply to employees currently employed in California, Colorado, Massachusetts, Minnesota or Washington. In the event of any inconsistency between Section 26 of the Agreement and this Paragraph 16 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 16 shall govern.
22 Non-Qualified Stock Option Agreement (2026) Addendum 1 17. Except as expressly provided in an agreement with respect to specific benefits, and except with respect to any AbbVie Employee Agreement or other AbbVie restrictive covenant agreement previously signed by the Employee (collectively, the “Restrictive Agreements”), this Addendum 1 is the sole, entire, and complete agreement of the parties relating to the subject matter hereof, replaces and supersedes all prior versions and representations, and shall apply, notwithstanding that such employment may include significant changes in responsibilities, location, and other terms and conditions, including the nature or scope of Confidential Information or Inventions to which the Employee has access. Notwithstanding the immediately preceding sentence, if any restriction in any Restrictive Agreements the Employee has previously signed is greater than any restriction set forth in this Addendum 1, then, to the extent it is enforceable, the greater Restrictive Agreements provision shall apply and the respective obligation in this Addendum 1 shall not apply. Similarly, this Addendum 1 shall be interpreted and applied so as to enhance the protections afforded to AbbVie under any such Restrictive Agreements, and if any restriction in this Addendum 1 is greater than any provision in any Restrictive Agreements, to the extent it is enforceable, the greater restriction in this Addendum 1 shall apply and the respective provision in any such Restrictive Agreements shall not apply. The obligations under this Addendum 1 shall survive termination of employment. In addition, the Employee acknowledges that AbbVie has informed the Employee that the Employee can consult an attorney of the Employee’s choosing to review this Addendum 1 and the provisions found in Paragraphs 5, 6, 7, 8 and 9, and that the Employee had at least fourteen days to consider this Addendum 1 and the provisions found in Paragraphs 5, 6, 7, 8 and 9. In the event of any inconsistency between Section 23 of the Agreement and this Paragraph 17 with respect to the subject matter of this Addendum 1, the terms of this Paragraph 17 shall govern. 18. The Employee acknowledges receipt of and shall comply with the Company’s Code of Business Conduct, as may be amended from time to time.
23 Non-Qualified Stock Option Agreement (2026) Addendum 1 EXHIBIT 1 TO ADDENDUM 1 TO THE ABBVIE INC. NON-QUALIFIED STOCK OPTION AGREEMENT Consistent with the U.S. state of California’s intellectual property assignment statute, below is a copy of California Labor Code Sections 2870-2872 Revised Statutes, Section 34:1B-265. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in California law. CALIFORNIA LABOR CODE SECTIONS 2870-2872 EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS 2870. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: 1. Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or 2. Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 2871. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. 2872. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.
24 Non-Qualified Stock Option Agreement (2026) Addendum 1 EXHIBIT 2 TO ADDENDUM 1 TO THE ABBVIE INC. NON-QUALIFIED STOCK OPTION AGREEMENT Consistent with the U.S. state of Illinois’ intellectual property assignment statute, below is a copy of Illinois Complied Statutes, Chapter 765, Act 1060, Section 2. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in Illinois law. ILLINOIS COMPILED STATUTES CHAPTER 765, ACT 1060, SECTION 2 § 2. Employee rights to inventions—conditions. (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his [or her] invention qualifies under this subsection. (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any worked performed by the employee for the employer.
25 Non-Qualified Stock Option Agreement (2026) Addendum 1 EXHIBIT 3 TO ADDENDUM 1 TO THE ABBVIE INC. NON-QUALIFIED STOCK OPTION AGREEMENT Consistent with the U.S. state of New Jersey’s intellectual property assignment statute, below is a copy of New Jersey’s Revised Statutes, Section 34:1B-265. AbbVie reserves its right to seek enforcement of any provision of Addendum 1 based upon subsequent changes in New Jersey law. NEW JERSEY STATUTES ANNOTATED SECTION 34:1B-265 a. (1) Any provision in an employment contract between an employee and employer, which provides that the employee shall assign or offer to assign any of the employee’s rights to an invention to that employer, shall not apply to an invention that the employee develops entirely on the employee’s own time, and without using the employer’s equipment, supplies, facilities or information, including any trade secret information, except for those inventions that: (a) relate to the employer’s business or actual or demonstrably anticipated research or development; or (b) result from any work performed by the employee on behalf of the employer. (2) To the extent any provision in an employment contract applies, or intends to apply, to an employee invention subject to this subsection, the provision shall be deemed against the public policy of this State and shall be unenforceable. b. No employer shall require a provision made void and unenforceable by this act as a condition of employment or continued employment. Nothing in this act shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for: (1) disclosure, provided that any disclosure shall be received in confidence, of all of an employee’s inventions made solely or jointly with others during the term of the employee’s employment; (2) a review process by the employer to determine any issues that may arise; and (3) full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. c. Nothing in this act shall be deemed to impede or otherwise diminish the rights of alienation of inventors or patent-owners.
26 Non-Qualified Stock Option Agreement (2026) Addendum 1 EXHIBIT 4 TO ADDENDUM 1 TO THE ABBVIE INC. NON-QUALIFIED STOCK OPTION AGREEMENT Limited Application of Restrictive Covenants to Employees in Certain States/Districts and as to Licensed Attorneys The state and district specific provisions below apply only to employees who are performing services for AbbVie in the state(s) or district listed below. If the Employee relocates to another state, then Illinois law (and the provision listed below if the Employee relocates to a state listed in Exhibit 4) governs and AbbVie reserves all rights to enforce Addendum 1 to the fullest extent permitted under Illinois law, notwithstanding any limitations expressed below. California. If the Employee primarily performs services for AbbVie in California, Paragraphs 8 and 9 do not apply to the Employee after the last day of employment with AbbVie. For avoidance of doubt and notwithstanding the foregoing, Paragraph 7 applies to the Employee during and after employment with AbbVie at all times. In addition, Paragraph 16 is modified so that California law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of California, or the United States District Courts for California (if the court has jurisdiction), shall have jurisdiction over the dispute. If, however, the Employee relocates to another state, then Paragraph 16, in its original form and as stated in Addendum 1, will govern any dispute that arises out of or relates to Addendum 1. Colorado. If the Employee primarily performs services for AbbVie in Colorado, and as of or immediately after the date of the Agreement the Employee is not employed by AbbVie as an executive, manager, or on the professional staff of an executive or manager, then Paragraphs 8 and 9 apply only to the extent necessary to protect Confidential Information. In addition, Paragraph 8 only applies if, under the Colorado Department of Labor and Employment’s Division of Labor Standards and Statistics, the Employee is a “highly compensated worker” in the year preceding the Employee’s termination of employment with AbbVie, and Paragraph 9 only applies if, under the Colorado Department of Labor and Employment’s Division of Labor Standards and Statistics, the Employee earned 60% or more of a “highly compensated worker” in the year preceding the Employee’s termination of employment with AbbVie. Also, Paragraph 16 is modified so that Colorado law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Colorado, or the United States District Courts for Colorado (if the court has jurisdiction), shall have jurisdiction over the dispute. If, however, the Employee relocates to another state, then Paragraph 16, in its original form and as stated in Addendum 1, will govern any dispute that arises out of or relates to Addendum 1. District of Columbia. If the Employee primarily performs services for AbbVie in the District of Columbia, then Paragraph 8 will only apply if the Employee earns over $150,000 annually. Florida. If the Employee primarily performs services for AbbVie in Florida, then after the last day of the Employee’s employment with AbbVie the restriction in Paragraph 7 not exceed 5 years following the last day of the Employee’s employment with AbbVie if the Confidential Information is not a trade secret, but if the Confidential Information is a trade secret, the restriction will not expire until the Confidential Information loses its status as a trade secret. Georgia. If the Employee primarily performs services for AbbVie in Georgia, then after the last day of the Employee’s employment with AbbVie: (i) the restriction in Paragraph 7 will not exceed 5 years following the last day of the Employee’s employment with AbbVie if the Confidential Information is not a trade secret, but if the Confidential Information is a trade secret, the restriction will not expire until the
27 Non-Qualified Stock Option Agreement (2026) Addendum 1 Confidential Information loses its status as a trade secret; and (ii) Paragraph 9 will prohibit the Employee from engaging in the conduct described only on behalf of a competitive business and in only the areas in which the Employee worked while employed by AbbVie. Maryland. If the Employee primarily performs services for AbbVie in Maryland, or is currently working in Maryland, Paragraph 9 will not apply to the Employee if the Employee earns equal to or less than $15.00 an hour or $31,200 a year. Massachusetts. Paragraph 16 is modified so that Massachusetts law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Massachusetts, or the United States District Courts for Massachusetts if the court has jurisdiction), shall have jurisdiction over the dispute. AbbVie reserves all rights to enforce Addendum 1, including but not limited to Paragraph 16, to the fullest extent permitted by law against Massachusetts-based employees who relocate to another state. Minnesota. If the Employee primarily performs services for AbbVie in Minnesota, then Paragraph 8 will not apply to the Employee. Also, Paragraph 16 is modified so that Minnesota law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Minnesota, or the United States District Courts for Minnesota (if the court has jurisdiction), shall have jurisdiction over the dispute. Puerto Rico. If the Employee primarily performs services for AbbVie in Puerto Rico, then the last two sentences of Paragraph 11 will not apply to the Employee to the extent that it conflicts with Puerto Rico Act No. 80, as amended. Rhode Island. If the Employee primarily performs services for AbbVie in Rhode Island, then Paragraphs 4, 5, 7, 8 and 9 will not apply to the Employee if the Employee is a nonexempt-classified employee under the Fair Labor Standards Act, an undergraduate or graduate student in a short-term internship while enrolled in school, eighteen years of age or younger, or the Employee’s average annual earnings, excluding hours paid at an overtime, Sunday, or holiday rate, are not more than 250% of the federal poverty level for individuals as established by the United States Department of Health and Human Services federal poverty guidelines. Virginia. Paragraph 8 will not apply to the Employee if the Employee is a “low-wage employee” under Va. Code Ann. § 40.1-28.7:8 or classified as a non-exempt employee under the Fair Labor Standards Act. Washington. Paragraph 16 is modified so that Washington law will govern any dispute between the Employee and AbbVie that arises out of or relates to Addendum 1, and the Employee and AbbVie agree that the State Courts of Washington, or the United States District Courts for Washington (if the court has jurisdiction), shall have jurisdiction over the dispute. AbbVie reserves all rights to enforce Addendum 1, including but not limited to Paragraph 16, to the fullest extent permitted by law against Washington-based employees who relocate to another state. Wisconsin. If the Employee primarily performs services for AbbVie in Wisconsin, (i) Paragraphs 7 and 8 shall apply only within the geographic area in which the unauthorized disclosure or use of such information would be competitively valuable to competitors of AbbVie; (ii) Paragraphs 7 and 8 shall not apply if: (a) such information becomes known to the general public through no fault of the Employee’s; (b) the Employee already possessed such information when beginning employment with AbbVie; or (c) the Employee independently developed such information through a party other than AbbVie or its customers; and (iii) the prohibition in Paragraphs 7 and 8 on the disclosure and use of information of third parties:
28 Non-Qualified Stock Option Agreement (2026) Addendum 1 (x) shall apply for only the time period and in the geographic area specified in the applicable agreement with the third party, (y) in the event the agreement with the third party does not contain a geographic limit and the information obtained from the third party is not a trade secret, the prohibition shall apply only in the geographical areas in which the use of or disclosure of such information would be competitively damaging to the third party and/or AbbVie; and (z) in the event the agreement with the third party does not contain a time limitation, and the information obtained from the third party is not a trade secret, the prohibition shall apply only when the disclosure would be competitively damaging, and up to a maximum of 18 months after the termination of the Employee’s employment with AbbVie.
Exhibit 31.1
Certification of Chief Executive Officer
Required by Rule 13a-14(a) (17 CFR 240.13a-14(a))
I, Robert A. Michael, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AbbVie Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of AbbVie as of, and for, the periods presented in this report;
4. AbbVie’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for AbbVie and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to AbbVie, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of AbbVie’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in AbbVie’s internal control over financial reporting that occurred during AbbVie’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, AbbVie’s internal control over financial reporting; and
5. AbbVie’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to AbbVie’s auditors and the audit committee of AbbVie’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in AbbVie’s internal control over financial reporting.
| Date: | May 8, 2026 | /s/ Robert A. Michael | ||||||
| Robert A. Michael | ||||||||
| Chairman of the Board and Chief Executive Officer | ||||||||
Exhibit 31.2
Certification of Chief Financial Officer
Required by Rule 13a-14(a) (17 CFR 240.13a-14(a))
I, Scott T. Reents, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AbbVie Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of AbbVie as of, and for, the periods presented in this report;
4. AbbVie’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for AbbVie and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to AbbVie, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of AbbVie’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in AbbVie’s internal control over financial reporting that occurred during AbbVie’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, AbbVie’s internal control over financial reporting; and
5. AbbVie’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to AbbVie’s auditors and the audit committee of AbbVie’s board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect AbbVie’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in AbbVie’s internal control over financial reporting.
| Date: | May 8, 2026 | /s/ Scott T. Reents | ||||||
| Scott T. Reents, Executive Vice President, | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 32.1
Certification Pursuant To
18 U.S.C. Section 1350
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of AbbVie Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, Robert A. Michael, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Robert A. Michael | ||
| Robert A. Michael | ||
| Chairman of the Board and Chief Executive Officer | ||
| May 8, 2026 | ||
A signed original of this written statement required by Section 906 has been provided to AbbVie Inc. and will be retained by AbbVie Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant To
18 U.S.C. Section 1350
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of AbbVie Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026 as filed with the Securities and Exchange Commission (the “Report”), I, Scott T. Reents, Executive Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Scott T. Reents | ||
| Scott T. Reents | ||
| Executive Vice President, Chief Financial Officer | ||
| May 8, 2026 | ||
A signed original of this written statement required by Section 906 has been provided to AbbVie Inc. and will be retained by AbbVie Inc. and furnished to the Securities and Exchange Commission or its staff upon request.