AbbVie (ABBV) CEO receives major option and performance share awards

Rhea-AI Filing Summary

AbbVie Inc. reported that Chief Executive Officer Michael Robert A. acquired new equity incentives in the form of stock options and performance-based stock awards. On February 18, 2026, he received an option grant for 81,251 shares at an exercise price listed as $0.00 per share, which reflects an incentive award structure rather than a market purchase.

He was also credited with several performance-vesting share awards of AbbVie common stock tied to prior grants. These include 33,833 shares from a performance share award granted on February 16, 2023, and additional performance-vesting restricted stock unit awards of 12,030, 14,452 and 22,124 shares from grants dated February 16, 2023, February 15, 2024 and February 13, 2025. The performance conditions were based on earnings per share, relative total shareholder return and relative return on equity, and were certified by the Compensation Committee, releasing the vesting restrictions.

The shares from these performance-based awards are scheduled to be issued to the CEO on February 28, 2026. The stock option becomes exercisable in three annual installments of 27,084 shares on February 18, 2027, 27,084 shares on February 18, 2028, and 27,083 shares on February 18, 2029.

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^*

Michael Robert A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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		33,833(1)	A	$0	166,654	D
Common Stock, $0.01 par value	02/18/2026		A		12,030(2)	A	$0	178,684	D
Common Stock, $0.01 par value	02/18/2026		A		14,452(3)	A	$0	193,136	D
Common Stock, $0.01 par value	02/18/2026		A		22,124(4)	A	$0	215,260	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		81,251		(5)	02/17/2036	Common Stock	81,251	$0	81,251	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 27,084 on February 18, 2027, 27,084 on February 18, 2028, and 27,083 on February 18, 2029.

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

What insider transactions did AbbVie (ABBV) report for its CEO?

AbbVie reported that its CEO, Michael Robert A., acquired stock options and performance-based stock awards. The filing details new option grants and multiple performance-vesting share awards that satisfied earnings and return-based goals and are scheduled for share issuance on February 28, 2026.

How many AbbVie stock options were granted to the CEO in this Form 4?

The CEO was granted an employee stock option covering 81,251 AbbVie shares. The option was awarded under the AbbVie Amended and Restated 2013 Incentive Stock Program and vests in three annual installments on February 18, 2027, February 18, 2028 and February 18, 2029.

What performance metrics triggered AbbVie CEO stock awards in this filing?

The performance-based awards were tied to earnings per share, relative total shareholder return and a relative return on equity measure. The Compensation Committee certified that these performance goals were attained, releasing the vesting restrictions on the related share and restricted stock unit awards.

When will the performance-based AbbVie (ABBV) shares be issued to the CEO?

The filing states that all the performance-based AbbVie common shares related to these awards will be issued to the CEO on February 28, 2026. Vesting restrictions were released earlier when performance was certified, but actual share delivery occurs on that stated issuance date.

How do the AbbVie CEO’s new stock options vest over time?

The employee stock option vests in three equal annual tranches. It becomes exercisable for 27,084 shares on February 18, 2027, 27,084 shares on February 18, 2028, and 27,083 shares on February 18, 2029, reflecting a typical multi‑year executive incentive structure.

Are the AbbVie CEO equity awards in this Form 4 open-market purchases?

No, the filing describes equity incentive awards rather than open-market purchases. The CEO’s transactions are coded as grants or awards, with a reported price per share of $0.00, reflecting stock options and performance-vesting share and restricted stock unit awards under AbbVie’s incentive programs.