Abbott Laboratories (NYSE: ABT) to cut board to 12 directors in April 2026

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Abbott Laboratories is updating its corporate governance by changing the size of its Board of Directors. Effective April 24, 2026, the board will be reduced from thirteen directors to twelve, as reflected in an amendment to Article III, Section 2 of Abbott’s By-Laws.

The company has restated its By-Laws to incorporate this change, and the amended and restated By-Laws will be effective on the same date. No financial results or major transactions are included in this report; it focuses solely on this board size adjustment.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/20/2026 - 04:17 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 20, 2026

Date of Report (Date of earliest event reported)

ABBOTT LABORATORIES

(Exact name of registrant as specified in charter)

Illinois	1-2189	36-0698440
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (224) 667-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Shares, Without Par Value	ABT	New York Stock Exchange NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 20, 2026, Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s By-Laws to provide that Abbott’s Board of Directors shall consist of twelve persons, effective April 24, 2026. Abbott’s By-Laws currently provide that the Board of Directors consists of thirteen persons.

Item 9.01

Financial Statements and Exhibits.

	Exhibit No.	Exhibit

	3.1	By-Laws of Abbott Laboratories, as amended and restated, effective April 24, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ABBOTT LABORATORIES

Date: February 20, 2026	By:	/s/ Philip P. Boudreau
		Philip P. Boudreau
		Executive Vice President, Finance and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Abbott Laboratories (ABT) disclose in this 8-K?

Abbott Laboratories disclosed that its Board of Directors will be reduced from thirteen to twelve members, effective April 24, 2026. This change is implemented through an amendment to Article III, Section 2 of the company’s By-Laws, which are being amended and restated.

When does Abbott Laboratories’ new board size become effective?

The new board size for Abbott Laboratories becomes effective on April 24, 2026. On that date, the Board of Directors will formally shift from thirteen members to twelve, as set out in the amended and restated By-Laws adopted by the Board.

How many directors will Abbott Laboratories (ABT) have under its amended By-Laws?

Under the amended By-Laws, Abbott Laboratories’ Board of Directors will consist of twelve persons. This replaces the prior provision that set the board size at thirteen directors, aligning the governance documents with the new board composition effective April 24, 2026.

Does this Abbott Laboratories (ABT) filing include any financial or earnings information?

The filing does not include financial or earnings information. It focuses on a governance change: amending Abbott’s By-Laws so the Board of Directors will have twelve members instead of thirteen, effective April 24, 2026, with no transaction or results data discussed.

What corporate document did Abbott Laboratories amend in this report?

Abbott Laboratories amended the first sentence of Article III, Section 2 of its By-Laws. The amended and restated By-Laws, effective April 24, 2026, formally set the Board of Directors at twelve members and are included as Exhibit 3.1 to the report.

Filing Exhibits & Attachments

5 documents