AbbVie (ABBV) CFO receives major performance-based stock and option awards

Rhea-AI Filing Summary

AbbVie Inc. executive vice president and chief financial officer Scott T. Reents reported equity awards that increase his direct stake in the company. On February 18, 2026, he acquired an option for 21,937 shares of AbbVie common stock at an exercise price set by the plan, with the option vesting in annual increments of 7,313 shares on February 18, 2027 and 7,312 shares on February 18, 2028 and February 18, 2029. He was also credited with multiple performance-based share and restricted stock unit awards totaling 48,838 shares of common stock, granted in 2023, 2024, and 2025. These awards vested after AbbVie’s Compensation Committee certified the achievement of performance goals tied to earnings per share, relative total shareholder return, and relative return on equity, and the underlying shares are scheduled to be issued to him 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^*

Reents Scott T

(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 FINANCIAL 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		25,062(1)	A	$0	36,639	D
Common Stock, $0.01 par value	02/18/2026		A		8,910(2)	A	$0	45,549	D
Common Stock, $0.01 par value	02/18/2026		A		7,606(3)	A	$0	53,155	D
Common Stock, $0.01 par value	02/18/2026		A		7,260(4)	A	$0	60,415	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 Scott T. Reents	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did AbbVie (ABBV) report for Scott T. Reents?

AbbVie reported that CFO Scott T. Reents acquired equity awards, including stock options and performance-based share grants, following certification of performance goals by the Compensation Committee. These awards increase his direct interest in AbbVie common stock.

How many AbbVie shares were granted to the CFO in this Form 4?

The Form 4 shows the CFO received an option for 21,937 shares and performance-based stock and restricted stock unit awards totaling 48,838 shares of AbbVie common stock, all recorded as acquisitions rather than open-market purchases.

What kind of stock option did AbbVie grant to its CFO?

AbbVie granted an employee stock option for 21,937 shares under the AbbVie Amended and Restated 2013 Incentive Stock Program. The option vests in three annual installments: 7,313 shares in 2027 and 7,312 shares in both 2028 and 2029.

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

The reported awards are performance-vesting, linked to earnings per share, relative total shareholder return, and relative return on equity. Vesting occurred after AbbVie’s Compensation Committee certified that these performance goals were attained for the relevant grant periods.

When will the AbbVie shares from these performance awards be issued?

The shares underlying the performance share and performance-vesting restricted stock unit awards are scheduled to be issued on February 28, 2026, following the Compensation Committee’s certification that the specified performance goals were met.

Were these AbbVie insider transactions open-market buys or compensation awards?

All transactions reported are compensation-related awards, not open-market purchases or sales. They include performance-based share and restricted stock unit awards and a stock option grant under AbbVie’s 2013 Incentive Stock Program.