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8-KThe WireRoutine

Company Update

Filed Mar 4, 2026 · 3mo ago · Accession 0001104659-26-023534

Plain English

Material event — a significant development the company must disclose promptly.

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Securities and Exchange Commission pursuant to Rule 424(b)(5) of the Act on February 26, 2026.   The Notes are governed by the Indenture, dated November 8, 2012 (the “ Base Indenture ”), between AbbVie and U.S. Bank Trust Company, National Association, as successor-in-interest to U.S. Bank National Association, as trustee (the “ Trustee ”), as supplemented by that certain Supplemental Indenture No. 12, dated as of March 4, 2026, with respect to the Notes (the “ Supplemental Indenture ” and, together with the Base Indenture as so supplemented, the “ Indenture ”).   The Floating Rate Notes and the 2028 Notes will mature on March 3, 2028. All other series of Notes will mature on March 15 of the applicable year. 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 optionally redeem (i) the 2028 Notes in whole or in part at any time; (ii) the 2031 Notes in whole or in part at any time prior to February 15, 2031 (the “ 2031 Par Call Date ”); (iii) the 2033 Notes in whole or in part at any time prior to January 15, 2033 (the “ 2033 Par Call Date ”); (iv) the 2036 Notes in whole or in part at any time prior to December 15, 2035 (the “ 2036 Par Call Date ”); (v) the 2056 Notes in whole or in part at any time prior to September 15, 2055 (the “ 2056 Par Call Date ”); and (vi) the 2066 Notes in whole or in part at any time prior to September 15, 2065 (the “ 2066 Par Call Date ” and, together with the 2031 Par Call Date, the 2033 Par Call Date, the 2036 Par Call Date and the 2056 Par Call Date, collectively, the “ Par Call Dates ”), each at a customary “make-whole” redemption price calculated in a manner set forth in the applicable Notes. On or after the applicable Par Call Date in respect of a series of Fixed Rate Notes (other than the 2028 Notes), AbbVie may redeem the Fixed Rate Notes of such series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes of such series being redeemed plus accrued and unpaid interest thereon to but not including the redemption date.   The Indenture contains customary terms and covenants, including limitations on AbbVie’s ability and the ability of certain of its subsidiaries to incur liens securing funded indebtedness and on AbbVie’s ability to consolidate or merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to any person.   The foregoing summary of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture, which are attached as Exhibits 4.1 and 4.2, respectively, hereto and are incorporated by reference herein.         Item 9.01. Financial Statements and Exhibits.   (d)  Exhibits . The following exhibits are provided as part of this Form 8-K:   4.1 Indenture, dated November 8, 2012, between AbbVie Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Amendment No. 5 to AbbVie’s Registration Statement on Form 10 filed November 16, 2012).     4.2 Supplemental Indenture No. 12, dated March 4, 2026, between AbbVie Inc. and U.S. Bank Trust Company, National Association, as trustee.     4.3 Form of Floating Rate Note due 2028 (included in Exhibit 4.2 hereto).     4.4 Form of 3.775% Note due 2028 (included in Exhibit 4.2 hereto).     4.5 Form of 4.125% Note due 2031 (included in Exhibit 4.2 hereto).     4.6 Form of 4.400% Note due 2033 (included in Exhibit 4.2 hereto).     4.7 Form of 4.750% Note due 2036 (included in Exhibit 4.2 hereto).     4.8 Form of 5.550% Note due 2056 (included in Exhibit 4.2 hereto).       4.9 Form of 5.650% Note due 2066 (included in Exhibit 4.2 hereto).     5.1 Opinion of Wachtell, Lipton, Rosen & Katz, dated March 4, 2026, with respect to the Notes.     23.1 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 of this Current Report on Form 8-K).     104 Cover Page Interactive Data File (embedded within the Inline XBRL document).         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 hereunto duly authorized.     ABBVIE INC.       Date: March 4, 2026 By:  /s/ Scott T. Reents     Scott T. Reents     Executive Vice President, Chief Financial Officer
Filing details
Ticker
ABBV
CIK
1551152
Form type
8-K
Filing date
Mar 4, 2026
Report date
Mar 4, 2026
Document
tm266774d4_8k.htm
Size
865 KB