Reg FD Disclosure · Company Update

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 1, 2023     Amgen Inc. (Exact name of registrant as specified in its charter)       Delaware   001-37702   95-3540776 (State or other jurisdiction   (Commission   (IRS Employer of incorporation)   File Number)   Identification No.)   One Amgen Center Drive Thousand Oaks California   91320-1799 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: ( 805 ) 447-1000 Not Applicable (Former Name or Former Address, if Changed since Last Report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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 under Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $0.0001 par value   AMGN   The Nasdaq Stock Market LLC 2.000% Senior Notes Due 2026   AMGN26   The Nasdaq Stock Market LLC 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 1, 2023, Amgen Inc. (“Amgen”) and Horizon Therapeutics plc (“Horizon”) issued a joint press release related to Amgen’s previously announced acquisition of Horizon (the “Acquisition”). A copy of the joint press release regarding the information contained in this Item 7.01 issued by Amgen and Horizon on September 1, 2023 is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.   Item 8.01 Other Events On September 1, 2023, Amgen and Horizon announced the entry into a consent order agreement with the Federal Trade Commission (the “FTC”) that resolves the pending FTC administrative lawsuit related to the Acquisition. As a result of the consent order agreement, Amgen and Horizon expect that the parties will jointly file stipulated proposed orders to dismiss the preliminary injunction motion and dissolve the temporary restraining order (TRO) in the U.S. District Court for the Northern District of Illinois, and that Amgen and Horizon will quickly seek the final approvals required under Irish law to close the Acquisition.   Item 9.01 Financial Statements and Exhibits (d) Exhibits.   Exhibit    Description 99.1    Press Release, dated September 1, 2023. 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).   -1- 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.       AMGEN INC. Date: September 1, 2023     By:   /S/ Jonathan P. Graham     Name:   Jonathan P. Graham     Title:   Executive Vice President and General Counsel and Secretary