AbbVie (NYSE: ABBV) issues new senior notes with Apogee-linked redemption

Q: What are the key fixed coupon rates in AbbVie’s (ABBV) 2026 notes offering?

The fixed-rate series include coupons of 4.500% (2028), 4.650% (2030), 4.875% (2031), 5.050% (2033), 5.300% (2036), 5.450% (2038), 6.000% (2056) and 6.100% (2066), each tied to its respective maturity year.

Q: Are AbbVie’s (ABBV) new senior notes secured or subordinated?

The new instruments are unsecured, unsubordinated senior notes . They rank equally in right of payment with AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations, as governed by an Indenture and Supplemental Indenture with U.S. Bank Trust Company.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AbbVie Inc. (ABBV) completed an underwritten public offering of multiple series of unsecured, unsubordinated senior notes to help finance its previously announced acquisition of Apogee Therapeutics, Inc. The offering includes $500,000,000 senior floating rate notes due 2028 and eight series of fixed-rate notes.

The fixed-rate series comprise $1,000,000,000 of 4.500% notes due 2028, $1,250,000,000 of 4.650% notes due 2030, $1,500,000,000 of 4.875% notes due 2031, $1,250,000,000 of 5.050% notes due 2033, $1,500,000,000 of 5.300% notes due 2036, $1,000,000,000 of 5.450% notes due 2038, $1,500,000,000 of 6.000% notes due 2056 and $500,000,000 of 6.100% notes due 2066.

The floating rate notes and 4.500% 2028 notes mature on August 18, 2028; the 2030 notes mature on March 15, 2030; all other fixed-rate series mature on September 15 of their stated year. AbbVie expects to use the net proceeds primarily to pay a portion of the cash consideration to Apogee shareholders and related fees, with any remainder for general corporate purposes. If the Apogee acquisition is not pursued or the definitive agreement is terminated, AbbVie must redeem all notes maturing between 2028 and 2038 at 101% of principal plus accrued interest under a special mandatory redemption.

Filing Explained

The completed offering adds unsecured debt obligations that rank alongside AbbVie’s existing unsecured, unsubordinated debt.

The completed Notes Offering leaves AbbVie with unsecured, unsubordinated debt obligations rather than additional common shares. These obligations rank equally in right of payment with AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations.

The indenture gives AbbVie optional redemption rights for the fixed-rate notes: the 2028 Notes may be redeemed at any time, while other fixed-rate series may be redeemed at make-whole prices before their stated par-call dates and, afterward, at 100% of principal plus accrued unpaid interest.

The indenture also contains covenants limiting AbbVie’s and certain subsidiaries’ ability to incur liens securing funded indebtedness and to undertake a substantially-all-assets merger or transfer.

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

Floating Rate Notes due 2028: $500,000,000 principal 4.500% Notes due 2028: $1,000,000,000 principal 4.650% Notes due 2030: $1,250,000,000 principal +5 more

8 metrics

Floating Rate Notes due 2028 $500,000,000 principal Senior floating rate notes issued in the 2026 offering

4.500% Notes due 2028 $1,000,000,000 principal Fixed-rate senior notes maturing August 18, 2028

4.650% Notes due 2030 $1,250,000,000 principal Fixed-rate senior notes maturing March 15, 2030

4.875% Notes due 2031 $1,500,000,000 principal Fixed-rate senior notes maturing September 15, 2031

5.050% Notes due 2033 $1,250,000,000 principal Fixed-rate senior notes maturing September 15, 2033

Special Mandatory Redemption Price 101% of principal Applies to notes maturing 2028–2038 if Apogee acquisition is not pursued

6.000% Notes due 2056 $1,500,000,000 principal Long-dated fixed-rate senior notes maturing September 15, 2056

6.100% Notes due 2066 $500,000,000 principal Long-dated fixed-rate senior notes maturing September 15, 2066

Key Terms

senior floating rate notes, make-whole redemption price, special mandatory redemption, Par Call Date, +1 more

5 terms

senior floating rate notes financial

"aggregate principal amount of its senior floating rate notes due 2028"

make-whole redemption price financial

"may optionally redeem the Fixed Rate Notes at a customary “make-whole” redemption price"

The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.

special mandatory redemption financial

"required to redeem all of the Floating Rate Notes...at a special mandatory redemption price"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

Par Call Date financial

"prior to February 15, 2030 (the “2030 Par Call Date”)"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

Indenture financial

"The Notes are governed by the Indenture, dated November 8, 2012"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

What debt offering did AbbVie (ABBV) complete on August 18, 2026?

AbbVie completed an underwritten offering of senior notes, including $500 million floating rate notes due 2028 and eight fixed-rate series with maturities from 2028 to 2066, to raise capital for its Apogee acquisition and corporate purposes.

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

AbbVie expects to use the net proceeds primarily to fund a portion of the cash consideration payable to Apogee Therapeutics shareholders and to cover related fees and expenses, with any remaining proceeds used for general corporate purposes.

What are the key fixed coupon rates in AbbVie’s (ABBV) 2026 notes offering?

The fixed-rate series include coupons of 4.500% (2028), 4.650% (2030), 4.875% (2031), 5.050% (2033), 5.300% (2036), 5.450% (2038), 6.000% (2056) and 6.100% (2066), each tied to its respective maturity year.

What happens to AbbVie’s (ABBV) new notes if the Apogee acquisition is not completed?

If AbbVie announces termination of the Apogee agreement or decides not to pursue the deal, it must redeem the notes maturing between 2028 and 2038 at a special mandatory redemption price of 101% of principal plus accrued and unpaid interest.

When do AbbVie’s (ABBV) newly issued senior notes mature?

The floating rate notes and 4.500% 2028 notes mature on August 18, 2028; the 4.650% notes mature on March 15, 2030; all other fixed-rate series mature on September 15 of 2031, 2033, 2036, 2038, 2056 and 2066, respectively.

Are AbbVie’s (ABBV) new senior notes secured or subordinated?

The new instruments are unsecured, unsubordinated senior notes. They rank equally in right of payment with AbbVie’s existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations, as governed by an Indenture and Supplemental Indenture with U.S. Bank Trust Company.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 04:31 PM Accepted by SEC EDGAR 08/18/2026 - 04:30 PM

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 18, 2026

ABBVIE INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35565		32-0375147
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

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 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 8.01. Other Events.

On August 18, 2026, AbbVie Inc. (“AbbVie”) completed its previously announced underwritten public offering (the “Notes Offering”) of $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 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes and the 2056 Notes, the “Fixed Rate Notes” and, collectively with the Floating Rate Notes, the “Notes”).

The offering of each series of Notes was 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 prospectus supplement dated August 4, 2026, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) of the Act on August 6, 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. 13, dated as of August 18, 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 August 18, 2028, and the 2030 Notes will mature on March 15, 2030. All other series of Notes will mature on September 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 the Fixed Rate Notes at a customary “make-whole” redemption price calculated in a manner set forth in the applicable Notes, (i) in the case of the 2028 Notes, in whole or in part at any time; (ii) in the case of the 2030 Notes, in whole or in part at any time prior to February 15, 2030 (the “2030 Par Call Date”); (iii) in the case of the 2031 Notes, in whole or in part at any time prior to August 15, 2031 (the “2031 Par Call Date”); (iv) in the case of the 2033 Notes, in whole or in part at any time prior to July 15, 2033 (the “2033 Par Call Date”); (v) in the case of the 2036 Notes, in whole or in part at any time prior to June 15, 2036 (the “2036 Par Call Date”); (vi) in the case of the 2038 Notes, in whole or in part at any time prior to June 15, 2038 (the “2038 Par Call Date”); (vii) in the case of the 2056 Notes, in whole or in part at any time prior to March 15, 2056 (the “2056 Par Call Date”); and (viii) in the case of the 2066 Notes, in whole or in part at any time prior to March 15, 2066 (the “2066 Par Call Date” and, together with the 2030 Par Call Date, the 2031 Par Call Date, the 2033 Par Call Date, the 2036 Par Call Date, the 2038 Par Call Date and the 2056 Par Call Date, each a “Par Call Date”). 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, if any, to, but not including, the redemption date.

The Notes Offering was conducted in connection with AbbVie’s previously announced acquisition (the “Acquisition”) of Apogee Therapeutics, Inc. (“Apogee”). AbbVie expects to use the net proceeds from the Notes Offering to fund a portion of the aggregate cash consideration due to Apogee shareholders in connection with the Acquisition and to pay related fees and expenses, with any remaining net proceeds being used for general corporate purposes. If AbbVie either (i) publicly announces that the definitive agreement providing for the Acquisition has been terminated prior to the consummation of the Acquisition or (ii) notifies the Trustee in writing that it will not pursue the consummation of the Acquisition, then AbbVie will be required to redeem all of the Floating Rate Notes, 2028 Notes, 2030 Notes, 2031 Notes, 2033 Notes, 2036 Notes and 2038 Notes (but not the 2056 Notes or 2066 Notes) then outstanding at a special mandatory redemption price equal to 101% of the principal amount of such Notes plus accrued and unpaid interest thereon, if any, to, but not including, the special mandatory 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. 13, dated August 18, 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 4.500% Note due 2028 (included in Exhibit 4.2 hereto).

4.5	Form of 4.650% Note due 2030 (included in Exhibit 4.2 hereto).

4.6	Form of 4.875% Note due 2031 (included in Exhibit 4.2 hereto).

4.7	Form of 5.050% Note due 2033 (included in Exhibit 4.2 hereto).

4.8	Form of 5.300% Note due 2036 (included in Exhibit 4.2 hereto).

4.9	Form of 5.450% Note due 2038 (included in Exhibit 4.2 hereto).

4.10	Form of 6.000% Note due 2056 (included in Exhibit 4.2 hereto).

4.11	Form of 6.100% Note due 2066 (included in Exhibit 4.2 hereto).

5.1	Opinion of Wachtell, Lipton, Rosen & Katz, dated August 18, 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: August 18, 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

6 documents