Abbott (NYSE: ABT) sells $20B in notes to fund Exact Sciences deal

Rhea-AI Filing Summary

Abbott Laboratories entered into a pricing agreement to issue and sell $20,000,000,000 aggregate principal amount of senior notes across eight tranches, including Floating Rate Notes due 2029 and Fixed Rate Notes with coupons from 3.700% to 5.600% maturing between 2029 and 2066.

The notes were priced through a syndicate led by major underwriters and offered under Abbott’s effective shelf registration statement via a prospectus and prospectus supplement. Closing of the notes offering is expected on March 9, 2026, subject to customary conditions.

Abbott plans to use the net proceeds, together with cash on hand and/or additional borrowings, to fund consideration for its proposed acquisition of Exact Sciences Corporation, repay certain Exact Sciences indebtedness, cover related fees and expenses, and for general corporate purposes, which may include repayment of other debt.

Insights

Capital structure and M&A analyst

Abbott is locking in $20B of long-dated debt mainly to fund its planned Exact Sciences acquisition.

Abbott Laboratories has arranged a large, multi‑tranche senior notes offering totaling $20,000,000,000, with maturities ranging from 2029 to 2066 and fixed coupons up to 5.600%. This significantly extends the company’s debt profile with a mix of floating and fixed‑rate instruments.

The company states it intends to use net proceeds, plus cash and/or additional borrowings, to pay the acquisition consideration for Exact Sciences Corporation, refinance some of Exact Sciences’ debt, and cover related costs and general corporate purposes. This links the new debt directly to a strategic expansion rather than routine refinancing.

Actual effects on leverage, interest expense, and integration outcomes will depend on the final closing of the notes on March 9, 2026 and completion of the proposed Exact Sciences transaction, as referenced in Abbott’s forward‑looking statements and risk factor cross‑references.

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Common Shares, Without Par Value		ABT
NYSE Texas [Member]

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 23, 2026

Date of Report (Date of earliest event reported)

ABBOTT LABORATORIES

(Exact name of Registrant as specified in its charter)

Illinois		1-2189		36-0698440
(State or other Jurisdiction of		(Commission file number)		(I.R.S. Employer Identification
Incorporation)				Number)

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 1.01. Entry into a Material Definitive Agreement

On February 23, 2026, Abbott Laboratories (“Abbott”) entered into a pricing agreement (the “Pricing Agreement”), dated February 23, 2026, by and among Abbott, Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, for themselves and as representatives of the several other underwriters named therein (the “Underwriters”), pursuant to which Abbott agreed to issue and sell $20,000,000,000 aggregate principal amount of senior notes, consisting of $1,000,000,000 aggregate principal amount of its Floating Rate Notes due 2029 (the “Floating Rate Notes”), $2,250,000,000 aggregate principal amount of its 3.700% Notes due 2029 (the “2029 Notes”), $2,500,000,000 aggregate principal amount of its 4.000% Notes due 2031 (the “2031 Notes”), $2,750,000,000 aggregate principal amount of its 4.300% Notes due 2033 (the “2033 Notes”), $3,750,000,000 aggregate principal amount of its 4.650% Notes due 2036 (the “2036 Notes”), $2,000,000,000 aggregate principal amount of its 4.750% Notes due 2038 (the “2038 Notes”), $3,750,000,000 aggregate principal amount of its 5.500% Notes due 2056 (the “2056 Notes”) and $2,000,000,000 aggregate principal amount of its 5.600% Notes due 2066 (the “2066 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes and the 2056 Notes, the “Fixed Rate Notes” and the Fixed Rate Notes together with the Floating Rate Notes, the “Notes”).

The Pricing Agreement includes customary representations, warranties and covenants by Abbott. It also provides for customary indemnification by each of Abbott and the respective Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

Each series of Notes were offered pursuant to the Prospectus Supplement dated February 23, 2026, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026 (the “Prospectus Supplement”), and the Prospectus dated February 23, 2026, filed as part of the shelf registration statement (File No. 333-293636) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on February 23, 2026. The terms of the Notes are further described in the Prospectus Supplement. The closing of the sale of the Notes is expected to occur on March 9, 2026, subject to customary closing conditions.

Abbott intends to use the net proceeds from the Notes offering, together with cash on hand and/or additional borrowings (which may include, among other things, issuances of commercial paper), to fund the consideration for the acquisition of Exact Sciences Corporation (“Exact Sciences”), to repay certain indebtedness of Exact Sciences, to pay related fees and expenses, and for general corporate purposes, which may include, without limitation, the repayment of indebtedness.

Please refer to the Prospectus Supplement for additional information regarding the Notes offering and the terms and conditions of the Notes. The foregoing summary of the Pricing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pricing Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Pricing Agreement.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Forward-Looking Statements

This communication contains forward-looking statements about, among other things, the proposed acquisition of Exact Sciences by Abbott, the expected closing date of the offering of the Notes and the use of proceeds therefrom. Forward-looking statements involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Abbott cautions that these forward-looking statements are subject to risks and uncertainties, including the risks related to the proposed acquisition of Exact Sciences, that may cause actual results to differ materially from those indicated in the forward-looking statements.

You should carefully consider the foregoing and the other risks and uncertainties that affect the business of Abbott described in the “Risk Factors” section in each of the Prospectus Supplement, Abbott’s Annual Report on Form 10-K for the year ended December 31, 2025, and Abbott’s other reports filed with the SEC. Free copies of these documents may be obtained from the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Abbott undertakes no obligation, and does not intend, to release publicly any revisions to forward-looking statements as a result of subsequent events or developments or otherwise, except as required by law.

SIGNATURE

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

	ABBOTT LABORATORIES
Date: February 26, 2026	By:	/s/ Philip P. Boudreau
		Philip P. Boudreau
		Executive Vice President, Finance and Chief Financial Officer

FAQ

What did Abbott Laboratories (ABT) announce regarding new debt in this Form 8-K?

Abbott Laboratories agreed to issue and sell $20,000,000,000 of senior notes in multiple tranches. The notes include floating‑rate and fixed‑rate series with maturities from 2029 to 2066, priced through a syndicate of major underwriters under its existing shelf registration.

How will Abbott Laboratories (ABT) use the $20 billion senior notes proceeds?

Abbott intends to use net proceeds primarily to fund consideration for acquiring Exact Sciences Corporation. Additional uses include repaying certain Exact Sciences indebtedness, paying related fees and expenses, and general corporate purposes, which may include repaying other outstanding debt obligations.

What are the key terms of Abbott’s new senior notes offering?

The offering comprises $20,000,000,000 of senior notes, including Floating Rate Notes due 2029 and fixed‑rate notes with coupons from 3.700% to 5.600%, maturing between 2029 and 2066. Each series is detailed in a prospectus supplement filed with the SEC.

When is the closing of Abbott Laboratories’ $20 billion notes offering expected?

The closing of the notes sale is expected on March 9, 2026, subject to customary closing conditions. Final settlement and receipt of net proceeds will depend on those conditions being satisfied, as outlined in the pricing agreement with the underwriting syndicate.

Which banks are underwriting Abbott Laboratories’ new senior notes?

The notes are being underwritten by Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., and J.P. Morgan Securities LLC. These firms act as representatives of several other underwriters named in the pricing agreement covering the $20,000,000,000 offering.

How is Abbott funding its proposed acquisition of Exact Sciences alongside this notes deal?

Abbott plans to combine net proceeds from the notes with cash on hand and/or additional borrowings, potentially including commercial paper. These funds will help pay the acquisition consideration for Exact Sciences, refinance some of its debt, and cover fees and broader corporate funding needs.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 296.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 27.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.9 KB