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Abbott Laboratories is offering multiple series of unsecured notes, including a floating-rate series tied initially to Compounded SOFR, and several fixed-rate series. The company intends to use net proceeds, together with cash on hand or borrowings, to fund the proposed acquisition of Exact Sciences for $105.00 per Exact Sciences share.
The prospectus supplement imposes a Special Mandatory Redemption if the Exact Sciences acquisition is not consummated by the date that is five business days after February 17, 2027 (or any later End Date agreed by the parties), requiring redemption at 101% of principal plus accrued interest. The notes will be unsecured and rank equally with Abbott’s other unsecured and unsubordinated debt.
Abbott Laboratories registers securities on a shelf prospectus under Form S-3, permitting the sale of debt securities, common shares, preferred shares, depositary shares, warrants, purchase contracts and units.
The prospectus is dated February 23, 2026 and states offerings may occur "From time to time after the effective date of this Registration Statement." As context, Abbott reports 1,737,682,887 common shares outstanding as of January 31, 2026 and 2,400,000,000 authorized common shares.
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.
Abbott Laboratories files its annual report outlining 2025 performance and a planned acquisition of Exact Sciences. Abbott agreed to buy Exact Sciences for $105 per share in cash, valuing the equity at about $21 billion and the enterprise at roughly $23 billion, backed by a $20 billion bridge facility.
Growth was led by Medical Devices and Established Pharmaceuticals, with Medical Devices driven by diabetes care and structural heart products, while COVID‑19 testing revenue continued to decline. Operating margin improved to 18.2%, supported by margin initiatives despite inflation and foreign exchange headwinds.
Abbott ended 2025 with $8.9 billion in cash and short-term investments and $12.9 billion in long-term debt, and paid dividends of $2.40 per share, then raised the quarterly payout to $0.63. It repurchased 2.34 million shares in October 2025, leaving about $6.69 billion authorized. The filing details extensive risk factors and ongoing infant formula litigation and investigations but states management does not expect a material adverse financial impact.
Abbott Laboratories director Daniel J. Starks reported purchasing additional common shares of the company. On February 4, 2026, he bought 4,967 common shares at a weighted average price of $109.1388 and 5,033 common shares at a weighted average price of $108.3328.
Following these transactions, Starks beneficially owns 6,738,817 Abbott common shares directly. He also reports 258 common shares held indirectly through the Alynne Starks 2012 Irrevocable Trust, for which he serves as sole trustee.
Abbott Laboratories insider activity centers on a trust-related share transaction. The Ford Family Trust, for which Chairman and CEO Robert B. Ford serves as co-trustee, reported a transaction involving 18,800 Abbott common shares on January 23, 2026 at a weighted average price of $107.1259 per share, executed in multiple trades between $106.735 and $107.485. After this activity, the trust held 216,203 Abbott shares indirectly attributed to Ford, while a separate line shows 253,305 Abbott shares held directly in his name.
Abbott Laboratories filed a current report to note that it announced its results of operations for the fourth quarter and full year 2025 on January 22, 2026. The detailed financial results are provided in a separate news release furnished as Exhibit 99.1.
Abbott explains that the news release uses several non-GAAP financial measures, including net earnings excluding specified items. These measures adjust for items such as acquisition and restructuring expenses, legal reserves, fair value changes in contingent consideration, certain regulatory costs, various tax-related items, and excess tax benefits from share-based compensation. The measures also exclude intangible amortization expense so management can assess performance without these costs.
Management believes these non-GAAP measures give investors additional insight into ongoing business performance and uses them internally to monitor the business, while cautioning that they should be considered alongside, and not as a replacement for, GAAP metrics.
Abbott Laboratories director John G. Stratton reported compensation-related activity in company-linked instruments. On 12/31/2025, he acquired 313 stock equivalent units at $125.29 each, recorded as a derivative security tied to Abbott common shares. After this transaction, he beneficially owned 13,034 stock equivalent units directly.
The filing explains that these units represent director fees credited to a stock equivalent unit account in a grantor trust established by the director and are generally paid out in cash at about age 65 or upon retirement from the board. The units earn the same return as if the fees were invested in Abbott shares, and the reported balance also reflects units accumulated through a dividend reinvestment feature.
Abbott Laboratories director Michael F. Roman reported routine equity-based compensation activity. On 12/31/2025, he acquired 301 stock equivalent units tied to Abbott common shares at a listed price of $125.29 per share equivalent. After this transaction, he held 5,882 derivative securities, reported as directly owned.
According to the disclosure, these stock equivalent units represent director fees credited to a stock equivalent unit account and are generally paid in cash at age 65 or upon retirement from the board. The units are structured to earn the same return as if the fees were invested in Abbott shares, and the balance also reflects units acquired through a dividend reinvestment feature.
Abbott Laboratories director reports routine stock-based compensation. A director of Abbott Laboratories reported a Form 4 transaction dated 12/31/2025 involving derivative securities in the form of stock equivalent units. The filing shows an acquisition of 263 stock equivalent units at a reference price of $125.29 per unit, each economically linked to one Abbott common share. Following this transaction, the director held 5,208 derivative securities in total, reported as directly owned.
According to the explanation, these units represent director fees credited to a stock equivalent unit account under a grantor trust, generally payable in cash at about age 65 or upon retirement from the board, and they earn the same return as if the fees were invested in Abbott shares. The balance also includes units accumulated through a dividend reinvestment feature.