AbbVie Inc. (NYSE: ABBV) plans $9.93B net notes for Apogee deal

Q: How much net proceeds does AbbVie (ABBV) expect from its new notes offering?

AbbVie expects approximately $9.93 billion in net proceeds from the sale of the Notes. This figure is after deducting underwriting discounts and estimated offering expenses from the aggregate principal amounts of the various senior floating rate and fixed-rate note tranches.

Q: What are the key maturities and interest rates of AbbVie’s (ABBV) new senior notes?

The new Notes include senior floating rate notes due 2028 and fixed-rate notes with coupons from 4.500% to 6.100% , maturing in 2028, 2030, 2031, 2033, 2036, 2038, 2056 and 2066, providing a staggered long-term debt maturity profile.

Q: How will AbbVie (ABBV) use the net proceeds from its senior notes issuance?

AbbVie intends to use the approximately $9.93 billion in net proceeds to fund a portion of the cash consideration for its acquisition of Apogee Therapeutics, pay related fees and expenses, and for other general corporate purposes, which may include repaying or repurchasing outstanding debt.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AbbVie Inc. entered into an underwriting agreement with Morgan Stanley, BofA Securities, J.P. Morgan and SG Americas for multiple series of senior notes, including senior floating rate notes due 2028 and fixed-rate notes with coupons from 4.500% to 6.100% maturing between 2028 and 2066.

The offering is registered under the Securities Act, with closing expected on August 18, 2026, subject to customary conditions. AbbVie expects approximately $9.93 billion in net proceeds and intends to use them to fund part of its Apogee Therapeutics acquisition, pay related costs, for other general corporate purposes, and the net proceeds will reduce commitments under its $10.0 billion 364-day delayed draw term loan facility.

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8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Net proceeds from Notes: $9.93 billion 4.500% senior notes due 2028: $1,000,000,000 4.650% senior notes due 2030: $1,250,000,000 +4 more

7 metrics

Net proceeds from Notes $9.93 billion Expected net proceeds from the sale of the Notes after discounts and expenses

4.500% senior notes due 2028 $1,000,000,000 Aggregate principal amount of 4.500% senior notes due 2028

4.650% senior notes due 2030 $1,250,000,000 Aggregate principal amount of 4.650% senior notes due 2030

4.875% senior notes due 2031 $1,500,000,000 Aggregate principal amount of 4.875% senior notes due 2031

6.000% senior notes due 2056 $1,500,000,000 Aggregate principal amount of 6.000% senior notes due 2056

6.100% senior notes due 2066 $500,000,000 Aggregate principal amount of 6.100% senior notes due 2066

364-day term loan facility $10.0 billion Commitments under AbbVie’s 364-day delayed draw term loan facility tied to the Apogee acquisition

Key Terms

Underwriting Agreement, senior floating rate notes, preliminary prospectus supplement, delayed draw term loan facility, +1 more

5 terms

Underwriting Agreement regulatory

"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

senior floating rate notes financial

"aggregate principal amount of its senior floating rate notes due 2028 (the “Floating Rate Notes”)"

preliminary prospectus supplement regulatory

"described in AbbVie’s preliminary prospectus supplement dated August 4, 2026"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

delayed draw term loan facility financial

"AbbVie’s $10.0 billion 364-Day delayed draw term loan facility entered into in connection"

A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.

forward-looking statements regulatory

"Some statements in this on and the documents incorporated by reference are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 05:18 PM Accepted by SEC EDGAR 08/05/2026 - 05:17 PM

FAQ

What senior notes transaction did AbbVie (ABBV) enter into on August 4, 2026?

AbbVie entered into an underwriting agreement to issue multiple series of senior notes, including floating rate notes due 2028 and fixed-rate tranches with coupons from 4.500% to 6.100%, maturing between 2028 and 2066, with a syndicate led by Morgan Stanley, BofA Securities, J.P. Morgan and SG Americas.

How much net proceeds does AbbVie (ABBV) expect from its new notes offering?

AbbVie expects approximately $9.93 billion in net proceeds from the sale of the Notes. This figure is after deducting underwriting discounts and estimated offering expenses from the aggregate principal amounts of the various senior floating rate and fixed-rate note tranches.

What are the key maturities and interest rates of AbbVie’s (ABBV) new senior notes?

The new Notes include senior floating rate notes due 2028 and fixed-rate notes with coupons from 4.500% to 6.100%, maturing in 2028, 2030, 2031, 2033, 2036, 2038, 2056 and 2066, providing a staggered long-term debt maturity profile.

How will AbbVie (ABBV) use the net proceeds from its senior notes issuance?

AbbVie intends to use the approximately $9.93 billion in net proceeds to fund a portion of the cash consideration for its acquisition of Apogee Therapeutics, pay related fees and expenses, and for other general corporate purposes, which may include repaying or repurchasing outstanding debt.

How does the notes issuance affect AbbVie’s (ABBV) Apogee acquisition financing?

Net proceeds from the Notes will help fund AbbVie’s acquisition of Apogee Therapeutics and will reduce commitments under its $10.0 billion 364-day delayed draw term loan facility that was entered into in connection with the Apogee transaction, shifting part of the financing into the bond market.

When is the closing of AbbVie’s (ABBV) senior notes offering expected?

The closing of the sale of the Notes is expected to occur on August 18, 2026, subject to customary closing conditions. At that time, AbbVie anticipates receiving the net proceeds of approximately $9.93 billion from the underwriters.

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): August 4, 2026

ABBVIE INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35565		32-0375147
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices, including zip code)

(847) 932-7900

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨	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))

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. ¨

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

Item 8.01. Other Events.

On August 4, 2026, AbbVie Inc. (“AbbVie”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC, acting for themselves and as representatives of the several underwriters named in Schedule II therein (collectively, the “Underwriters”), pursuant to which AbbVie agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its senior floating rate notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 4.500% senior notes due 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of its 4.650% senior notes due 2030 (the “2030 Notes”), $1,500,000,000 aggregate principal amount of its 4.875% senior notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of its 5.050% senior notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amount of its 5.300% senior notes due 2036 (the “2036 Notes”), $1,000,000,000 aggregate principal amount of its 5.450% senior notes due 2038 (the “2038 Notes”), $1,500,000,000 aggregate principal amount of its 6.000% senior notes due 2056 (the “2056 Notes”) and $500,000,000 aggregate principal amount of its 6.100% senior notes due 2066 (the “2066 Notes” and, together with the Floating Rate Notes, the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes and the 2056 Notes, the “Notes”).

The price to the public was 100% of the principal amount for the Floating Rate Notes, 99.970% of the principal amount for the 2028 Notes, 99.862% of the principal amount for the 2030 Notes, 99.977% of the principal amount for the 2031 Notes, 99.889% of the principal amount for the 2033 Notes, 99.832% of the principal amount for the 2036 Notes, 99.810% of the principal amount for the 2038 Notes, 99.441% of the principal amount for the 2056 Notes and 99.843% of the principal amount for the 2066 Notes.

The offering of each series of Notes has been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to AbbVie’s registration statement on Form S-3ASR (File No. 333-284980) (the “Registration Statement”), dated as of February 14, 2025. The terms of the Notes are further described in AbbVie’s preliminary prospectus supplement dated August 4, 2026, as filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2026, and the final prospectus supplement, dated August 4, 2026, to be filed with the SEC on or prior to August 6, 2026 (the “Prospectus Supplement”). The closing of the sale of the Notes is expected to occur on August 18, 2026, subject to customary closing conditions.

The net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, are expected to be approximately $9.93 billion. AbbVie intends to use these net proceeds (i) to fund a portion of its cash payment obligations in connection with its acquisition of Apogee Therapeutics, Inc. (“Apogee”) and to pay fees, expenses and other amounts in connection therewith and (ii) for other general corporate purposes, which may include the repayment or repurchase of outstanding debt. The net proceeds from the issuance of the Notes will reduce commitments under AbbVie’s $10.0 billion 364-Day delayed draw term loan facility entered into in connection with the acquisition of Apogee.

The Underwriting Agreement includes customary representations, warranties and covenants by AbbVie. It also provides for customary indemnification by each of AbbVie and the respective Underwriters against certain liabilities arising out of or in connection with the sale of the Notes and for customary contribution provisions in respect of those liabilities.

As more fully described under the caption “Underwriting—Other Relationships” in the Prospectus Supplement, some of the underwriters in respect of the Underwriting Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services, for AbbVie and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

Please refer to the Prospectus Supplement for additional information regarding the offering of the Notes and the terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are provided as part of this Form 8-K:

1.1	Underwriting Agreement, dated August 4, 2026, by and among AbbVie Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC (acting for themselves and as representatives of the several underwriters named therein).

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

Some statements in this Current Report on Form 8-K and the documents incorporated by reference into 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 (“PSLRA”). The words “believe,” “expect,” “anticipate,” “project” and similar expressions and uses of future or conditional verbs generally identify “forward looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Where, in any forward looking statement, an expectation or belief as to future results or events is expressed or implied, such expectation or belief is based on the current plans and expectations of AbbVie management, and expressed in good faith, and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Factors that could cause actual results or events to differ materially from those anticipated include, but are not limited to, the matters described under Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in AbbVie’s Annual Report on Form 10-K for the year ended December 31, 2025, which has been filed with the SEC. AbbVie notes these factors for investors as permitted by the PSLRA. AbbVie does not undertake, and specifically declines, any obligation to update the forward-looking statements included in this Current Report on Form 8-K to reflect events or circumstances after the date hereof, unless AbbVie is required by applicable securities law to do so.

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: August 5, 2026	By:	/s/ Scott T. Reents
		Scott T. Reents
		Executive Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents