AbbVie (NYSE: ABBV) EVP granted performance stock awards and options

Rhea-AI Filing Summary

AbbVie executive Nicholas Donoghoe reported multiple equity awards tied to performance goals. On February 18, 2026, he acquired an option to buy 20,312 AbbVie shares, vesting in three equal annual installments starting on February 18, 2027.

He also received performance-based stock awards of 13,031, 4,632, 5,172 and 6,222 AbbVie shares. These stock units vested after AbbVie’s Compensation Committee certified achievements in earnings per share, relative total shareholder return and relative return on equity, with shares scheduled to be issued on February 28, 2026.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Donoghoe Nicholas

(Last) (First) (Middle)

1 NORTH WAUKEGAN ROAD

(Street)

NORTH CHICAGO IL 60064

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AbbVie Inc. [ ABBV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CHIEF BUS/STRAT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	02/18/2026		A		13,031(1)	A	$0	71,278	D
Common Stock, $0.01 par value	02/18/2026		A		4,632(2)	A	$0	75,910	D
Common Stock, $0.01 par value	02/18/2026		A		5,172(3)	A	$0	81,082	D
Common Stock, $0.01 par value	02/18/2026		A		6,222(4)	A	$0	87,304	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to buy)	$230.04	02/18/2026		A		20,312		(5)	02/17/2036	Common Stock	20,312	$0	20,312	D

Explanation of Responses:

1. Represents shares of AbbVie common stock issued under a performance share award granted to the reporting person on February 16, 2023. The award is subject to performance-vesting restrictions based on earnings per share and relative total shareholder return. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2026.

2. Represents shares of AbbVie common stock issued under a performance-vesting restricted stock unit award granted to the reporting person on February 16, 2023. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2026.

3. Represents shares of AbbVie common stock issued under a performance-vesting restricted stock unit award granted to the reporting person on February 15, 2024. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2026.

4. Represents shares of AbbVie common stock issued under a performance-vesting restricted stock unit award granted to the reporting person on February 13, 2025. The award is subject to performance-vesting restrictions based on a relative return on equity measure. The performance-vesting restrictions with respect to these shares were released on the date reported in Column 2 above upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors. The shares will be issued to the reporting person on February 28, 2026.

5. Employee stock option granted pursuant to the AbbVie Amended and Restated 2013 Incentive Stock Program in a transaction exempt from Section 16 under Rule 16b-3. The option becomes exercisable in annual increments of 6,771 on February 18, 2027, 6,771 on February 18, 2028, and 6,770 on February 18, 2029.

	/s/ T.O. Odutayo, Attorney-in-Fact for Nicholas J. Donoghoe	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did AbbVie (ABBV) EVP Nicholas Donoghoe report in this Form 4?

Nicholas Donoghoe reported multiple equity awards from AbbVie, including a stock option for 20,312 shares and several performance-based stock awards. These were granted or vested after AbbVie’s Compensation Committee certified achievement of specific earnings and return metrics.

How many AbbVie shares are covered by Nicholas Donoghoe’s new stock option?

The filing shows an employee stock option covering 20,312 AbbVie shares. It was granted under AbbVie’s Amended and Restated 2013 Incentive Stock Program and becomes exercisable in three annual installments beginning February 18, 2027, subject to the vesting schedule disclosed.

What performance measures affect the AbbVie stock awards to Nicholas Donoghoe?

The stock awards are tied to multiple performance measures, including earnings per share, relative total shareholder return and a relative return on equity metric. Vesting occurred after AbbVie’s Compensation Committee certified achievement of these goals, with share delivery scheduled for February 28, 2026.

When will the vested AbbVie performance stock awards be issued to Nicholas Donoghoe?

The filing states that vested performance-based stock and restricted stock unit awards will be issued on February 28, 2026. Although performance conditions were certified earlier, the actual delivery of AbbVie common shares occurs on that specified future issuance date.

What is the vesting schedule for Nicholas Donoghoe’s AbbVie stock option grant?

The option vests in three annual tranches: 6,771 shares on February 18, 2027, another 6,771 shares on February 18, 2028, and 6,770 shares on February 18, 2029. This staggered schedule gradually makes the entire 20,312-share option exercisable over time.

Are Nicholas Donoghoe’s AbbVie equity awards direct holdings?

Yes. The transactions are reported as directly owned, indicated by the ownership code "D" and direct_or_indirect classification "D". This means the AbbVie common stock and option awards listed are held directly by Nicholas Donoghoe, rather than through an intermediary entity.