AbbVie (NYSE: ABBV) EVP Thakkar awarded options and performance shares

Rhea-AI Filing Summary

AbbVie Inc. reported that EVP, R&D and CSO Roopal Thakkar acquired new equity awards through grants rather than open-market trades. On February 18, 2026, Thakkar received an employee stock option for 21,937 AbbVie shares, exercisable in three annual installments of 7,313, 7,312 and 7,312 shares in 2027, 2028 and 2029.

On the same date, Thakkar also acquired several performance-based AbbVie common stock awards, including grants of 6,015, 2,138, 3,346 and 6,638 shares. These awards were tied to performance goals such as earnings per share, relative total shareholder return and relative return on equity. The Compensation Committee certified that the goals were met, releasing the performance-vesting restrictions, with the 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^*

Thakkar Roopal

(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, R&D and CSO

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		6,015(1)	A	$0	48,291	D
Common Stock, $0.01 par value	02/18/2026		A		2,138(2)	A	$0	50,429	D
Common Stock, $0.01 par value	02/18/2026		A		3,346(3)	A	$0	53,775	D
Common Stock, $0.01 par value	02/18/2026		A		6,638(4)	A	$0	60,413	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		21,937		(5)	02/17/2036	Common Stock	21,937	$0	21,937	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 7,313 on February 18, 2027, 7,312 on February 18, 2028, and 7,312 on February 18, 2029.

	/s/ T.O. Odutayo, Attorney-in-Fact for Roopal Thakkar	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did AbbVie (ABBV) report for Roopal Thakkar?

AbbVie reported that EVP, R&D and CSO Roopal Thakkar received equity grants, not open-market trades. These included a large stock option and multiple performance-based stock awards that increased his direct holdings when performance goals set by AbbVie’s Compensation Committee were certified as achieved.

How many AbbVie stock options were granted to Roopal Thakkar?

Roopal Thakkar was granted an employee stock option covering 21,937 AbbVie shares. The option was issued under AbbVie’s Amended and Restated 2013 Incentive Stock Program and becomes exercisable in three annual tranches in 2027, 2028 and 2029, according to the Form 4 footnote.

What performance conditions apply to Roopal Thakkar’s AbbVie share awards?

Thakkar’s share awards are subject to performance-vesting conditions. They reference measures such as earnings per share, relative total shareholder return, and relative return on equity. Performance-vesting restrictions were released after the Compensation Committee certified goal attainment, converting the awards into shares scheduled for future issuance.

When will the performance-based AbbVie shares be issued to Roopal Thakkar?

The performance-based AbbVie common shares are scheduled to be issued to Roopal Thakkar on February 28, 2026. The Form 4 explains that performance-vesting restrictions were released once the Compensation Committee certified the achievement of specified financial and return metrics tied to the awards.

Did Roopal Thakkar buy or sell AbbVie shares in the open market?

The filing does not show any open-market purchases or sales by Thakkar. All reported transactions are coded as acquisition grants, representing stock options and performance-based share or restricted stock unit awards provided under AbbVie incentive plans rather than discretionary trading activity.

How do the new AbbVie awards affect Roopal Thakkar’s share ownership?

The grants increase Thakkar’s reported direct ownership of AbbVie equity. Following one of the reported stock awards, his direct common stock holdings reached 60,413 shares, while the option grant added 21,937 derivative securities that may be exercised in future years if he chooses.