AbbVie (ABBV) EVP receives new stock option and performance share awards

Rhea-AI Filing Summary

AbbVie Inc. executive Jeffrey Ryan Stewart, EVP and Chief Commercial Officer, reported awards of stock options and performance-based shares on February 18, 2026. He acquired an option to buy 26,812 shares that vests in three annual installments starting in February 2027, plus multiple performance-vesting stock and restricted stock unit awards tied to earnings per share, relative total shareholder return, and relative return on equity, with shares scheduled to be issued on February 28, 2026. An additional 1,338 shares are held indirectly by his spouse in a trust, for which he disclaims beneficial ownership.

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^*

Stewart Jeffrey Ryan

(Last) (First) (Middle)

1 N. 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 COMMERCIAL 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		26,063(1)	A	$0	79,297	D
Common Stock, $0.01 par value	02/18/2026		A		9,266(2)	A	$0	88,563	D
Common Stock, $0.01 par value	02/18/2026		A		9,432(3)	A	$0	97,995	D
Common Stock, $0.01 par value	02/18/2026		A		8,988(4)	A	$0	106,983	D
Common Stock, $0.01 par value								1,338(5)	I	By spouse in trust

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		26,812		(6)	02/17/2036	Common Stock	26,812	$0	26,812	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. The reporting person disclaims beneficial ownership of all securities held by his spouse.

6. 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 8,938 on February 18, 2027, 8,937 on February 18, 2028, and 8,937 on February 18, 2029.

	/s/ T.O. Odutayo, Attorney-in-Fact for Jeffrey R. Stewart	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) executive Jeffrey Ryan Stewart report on this Form 4?

Jeffrey Ryan Stewart reported receiving stock options and performance-based stock awards from AbbVie. The filing details grants of options and performance-vesting share awards that were earned after achievement of specified financial and shareholder return metrics and certified by AbbVie’s Compensation Committee.

What stock option grant did AbbVie (ABBV) give Jeffrey Ryan Stewart?

AbbVie granted Stewart an employee stock option for 26,812 shares under its 2013 Incentive Stock Program. The option is exempt under Rule 16b-3 and becomes exercisable in three annual tranches in 2027, 2028, and 2029, according to the detailed vesting schedule disclosed.

Which performance conditions apply to the AbbVie (ABBV) stock awards in this filing?

The stock awards are subject to performance-vesting based on earnings per share, relative total shareholder return, and a relative return on equity measure. Vesting was released after AbbVie’s Compensation Committee certified goal attainment, with underlying shares scheduled for issuance on February 28, 2026.

When will the performance-vesting AbbVie (ABBV) shares be issued to Jeffrey Ryan Stewart?

The performance-vesting restricted stock and restricted stock unit awards will result in shares being issued on February 28, 2026. The performance conditions have already been certified as achieved by AbbVie’s Compensation Committee, triggering release of the vesting restrictions before that issuance date.

How and when do Jeffrey Ryan Stewart’s AbbVie (ABBV) stock options vest?

The employee stock option vests in three annual installments under AbbVie’s 2013 Incentive Stock Program. It becomes exercisable for 8,938 shares on February 18, 2027, and for 8,937 shares on each of February 18, 2028, and February 18, 2029, as disclosed.

What indirect AbbVie (ABBV) holdings related to Jeffrey Ryan Stewart are disclosed?

The filing notes 1,338 AbbVie common shares held indirectly by his spouse in a trust. Stewart expressly disclaims beneficial ownership of all securities held by his spouse, indicating those shares are attributed to the spouse’s trust rather than to him personally.