UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 3, 2026
ABBVIE
INC.
(Exact name of registrant as specified in its charter)
Delaware
001-35565
32-0375147
(State or other jurisdiction
of incorporation or organization)
(Commission File Number)
(I.R.S Employer
Identification Number)
1
North Waukegan Road
North
Chicago , Illinois 60064-6400
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: ( 847 ) 932-7900
Former name or former address, if changed since
last report: Not Applicable
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $0.01 Par Value
ABBV
New
York Stock Exchange
NYSE Texas
0.750%
Senior Notes due 2027
ABBV27
New
York Stock Exchange
2.125%
Senior Notes due 2028
ABBV28
New
York Stock Exchange
2.625%
Senior Notes due 2028
ABBV28B
New
York Stock Exchange
2.125%
Senior Notes due 2029
ABBV29
New
York Stock Exchange
1.250%
Senior Notes due 2031
ABBV31
New
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 7.01 Regulation FD Disclosure
On September 3, 2026, AbbVie Inc. (the “Company”)
issued a press release announcing the completion of its acquisition of Apogee Therapeutics, Inc. The press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including the
exhibit referenced herein and attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any Company filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Some statements in this Current Report on Form 8-K
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. Statements in this Current Report on Form 8-K that are forward-looking
may include, but are not limited to, statements regarding AbbVie’s 2026 full-year and third-quarter adjusted diluted EPS guidance,
the anticipated benefits of AbbVie’s completed acquisition of Apogee and AbbVie’s ability to successfully integrate Apogee’s
operations, employees and pipeline; the expected impact of the acquisition on AbbVie’s adjusted diluted earnings per share; and
the anticipated development, regulatory progress and commercial potential of Apogee’s pipeline assets. 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: the amount and timing of acquired
IPR&D and milestones expense; the risk that the anticipated benefits and synergies of the Apogee acquisition may not be realized,
or may take longer to realize than expected; risks and costs related to integrating Apogee’s business, employees and pipeline into
AbbVie, including the possibility that such integration may be more difficult, time-consuming or costly than anticipated; the risk that
acquired in-process research and development assets, including zumilokibart (APG777) and APG273, may not demonstrate the anticipated success,
safety or efficacy in ongoing or future clinical trials, and that positive interim or earlier-stage results may not be predictive of results
in later-stage or larger clinical trials; the risk of unknown or contingent liabilities assumed in connection with the acquisition; 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 our industry; the impact of global macroeconomic factors, such as
economic downturns or uncertainty, international conflict, trade disputes and 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,” of AbbVie’s 2026 Annual Report on Form 10-K,
which has been filed with the Securities and Exchange Commission, as updated by its Quarterly Reports on Form 10-Q and in other documents
that AbbVie subsequently files with the Securities and Exchange Commission that update, supplement or supersede such information. 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.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits . The following exhibits are provided as part
of this Form 8-K:
Exhibit No.
Description
99.1
Press Release, dated September 3, 2026, issued by AbbVie Inc.
104
Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ABBVIE
INC.
Date: September 3, 2026
By:
/s/ Scott T. Reents
S cott T. Reents
Executive Vice President,
Chief Financial Officer