AbbVie (NYSE: ABBV) COO receives options and performance-based shares

Rhea-AI Filing Summary

AbbVie Inc. executive vice president and chief operations officer Azita Saleki-Gerhardt reported equity compensation grants. She received an employee stock option for 20,312 shares at a grant price of $0.00, vesting in three annual installments of 6,771, 6,771 and 6,770 shares on February 18, 2027, February 18, 2028, and February 18, 2029.

She also acquired multiple blocks of AbbVie common stock through performance-based share and restricted stock unit awards, with grants from February 16, 2023, February 15, 2024, and February 13, 2025 tied to earnings per share, relative total shareholder return, and relative return on equity. These performance-vesting restrictions were certified as attained on February 18, 2026, and the shares will be issued on February 28, 2026. Additional indirect holdings include shares in an AbbVie savings program and shares held by her spouse, for which she 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^*

SALEKI-GERHARDT AZITA

(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 OPERATIONS 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		17,041(1)	A	$0	194,333	D
Common Stock, $0.01 par value	02/18/2026		A		6,058(2)	A	$0	200,391	D
Common Stock, $0.01 par value	02/18/2026		A		7,074(3)	A	$0	207,465	D
Common Stock, $0.01 par value	02/18/2026		A		6,638(4)	A	$0	214,103	D
Common Stock, $0.01 par value								2,706(5)	I	Profit sharing trust
Common Stock, $0.01 par value								3,873(6)	I	By spouse

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		(7)	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. Balance in AbbVie Savings program as of February 20, 2026. Balance includes shares acquired pursuant to a dividend reinvestment feature.

6. The reporting person disclaims beneficial ownership of all securities held by her spouse.

7. 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 Azita Saleki-Gerhardt	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did AbbVie (ABBV) report for Azita Saleki-Gerhardt?

AbbVie reported equity compensation grants to EVP and COO Azita Saleki-Gerhardt, including a 20,312-share employee stock option and several performance-based stock awards. These awards reflect long-term incentive compensation rather than open-market share purchases or sales.

How many AbbVie (ABBV) options were granted to Azita Saleki-Gerhardt in this Form 4?

Azita Saleki-Gerhardt received an employee stock option covering 20,312 AbbVie shares at a grant price of $0.00. The option was issued under AbbVie’s Amended and Restated 2013 Incentive Stock Program as part of her executive compensation package.

What is the vesting schedule of the new AbbVie (ABBV) stock options?

The 20,312-share stock option vests in three annual installments: 6,771 shares on February 18, 2027, 6,771 shares on February 18, 2028, and 6,770 shares on February 18, 2029. Vesting is time-based under AbbVie’s incentive stock program.

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

The reported common stock awards are subject to performance-vesting conditions based on earnings per share, relative total shareholder return, and relative return on equity. Vesting occurred after AbbVie’s Compensation Committee certified achievement of these performance goals on February 18, 2026.

When will the performance-based AbbVie (ABBV) shares be issued to Azita Saleki-Gerhardt?

The performance-based share and restricted stock unit awards will be issued on February 28, 2026. Although performance conditions were certified earlier, actual delivery of the underlying AbbVie common shares is deferred until that specific future issuance date.

How are indirect AbbVie (ABBV) holdings treated in this Form 4 filing?

Indirect holdings include shares in an AbbVie savings program and shares held by Azita Saleki-Gerhardt’s spouse. The filing notes she disclaims beneficial ownership of all securities held by her spouse, clarifying these shares are not treated as her direct beneficial holdings.