Amgen (NASDAQ: AMGN) sells four new series of senior notes

Rhea-AI Filing Summary

Amgen Inc. issued and sold four series of senior unsecured notes, receiving net proceeds of $3,961,495,000 from the offering. These notes were issued under an existing shelf registration and an indenture originally dated May 22, 2014.

The company sold $1,000,000,000 of 4.200% Senior Notes due 2031, $1,750,000,000 of 4.850% Senior Notes due 2036, $500,000,000 of 5.500% Senior Notes due 2046 and $750,000,000 of 5.650% Senior Notes due 2056. Interest is payable in cash semi-annually on February 19 and August 19, beginning August 19, 2026.

The notes rank equally with Amgen’s other existing and future senior unsecured debt, are senior to subordinated debt, are effectively subordinated to subsidiary obligations and are subordinated to secured obligations to the extent of pledged assets. Upon a defined change of control triggering event, holders may require Amgen to repurchase their notes at 101% of principal plus accrued interest.

Insights

Credit and capital structure analyst

Amgen raises long-dated fixed-rate debt across four tranches.

Amgen has issued four senior unsecured note series maturing in 2031, 2036, 2046 and 2056, with coupons ranging from 4.200% to 5.650%. Net proceeds of $3,961,495,000 expand its fixed-rate funding under an established shelf registration and indenture framework.

The notes rank pari passu with other senior unsecured obligations and sit ahead of any subordinated debt, but behind secured borrowings and all subsidiary obligations. This structure is typical for large investment-grade issuers and clarifies where these instruments stand in a potential recovery waterfall.

A notable term is the change of control triggering event, which gives holders a right to put the notes back to Amgen at 101% of principal plus accrued interest. Future disclosures in company filings may specify how this new debt interacts with existing maturities and any potential refinancing activity.

AMGEN INC false 0000318154 0000318154 2026-02-17 2026-02-17 0000318154 us-gaap:CommonStockMember 2026-02-17 2026-02-17 0000318154 us-gaap:SeniorNotesMember 2026-02-17 2026-02-17

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

Date of Report (Date of earliest event reported): February 17, 2026

Amgen Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37702		95-3540776
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
One Amgen Center Drive
Thousand Oaks
California				91320-1799
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code

(805) 447-1000

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 stock, $0.0001 par value		AMGN		The Nasdaq Stock Market LLC
2.000% Senior Notes due 2026		AMGN26		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 17, 2026, Amgen Inc. (the “Company”) issued and sold $1,000,000,000 aggregate principal amount of the Company’s 4.200% Senior Notes due 2031 (the “2031 Notes”), $1,750,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2036 (the “2036 Notes”), $500,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2046 (the “2046 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 Notes, the 2036 Notes and the 2046 Notes, the “Notes”). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-293477) (the “Registration Statement”), filed on February 13, 2026, and were issued pursuant to an indenture, dated as of May 22, 2014 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate, dated as of February 19, 2026 (the “Officer’s Certificate”), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately $3,961,495,000, after deducting underwriters’ discounts and estimated offering expenses payable by the Company.

The relevant terms of the Notes are set forth in the Indenture, included as Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officer’s Certificate (including the forms of the Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference.

The 2031 Notes will pay interest at the rate of 4.200% per annum, the 2036 Notes will pay interest at the rate of 4.850% per annum, the 2046 Notes will pay interest at the rate of 5.500% per annum and the 2056 Notes will pay interest at the rate of 5.650% per annum, which shall be payable in cash semi-annually in arrears on February 19 and August 19 of each year, beginning on August 19, 2026. The 2031 Notes will mature on February 19, 2031, the 2036 Notes will mature on February 19, 2036, the 2046 Notes will mature on February 19, 2046 and the 2056 Notes will mature on February 19, 2056.

In the event of a change in control triggering event, as defined in the Officer’s Certificate, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer’s Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the Notes, respectively.

The Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Document Description
1.1		Underwriting Agreement, dated February 17, 2026, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.
4.1		Indenture, dated as of May 22, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 22, 2014).
4.2		Officer’s Certificate of the Company, dated as of February 19, 2026, including forms of the Company’s 4.200% Senior Notes due 2031, 4.850% Senior Notes due 2036, 5.500% Senior Notes due 2046 and 5.650% Senior Notes due 2056.
5.1		Opinion of Latham & Watkins LLP, dated February 19, 2026.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive File (the cover page tags are embedded within 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.

				AMGEN INC.
Date: February 19, 2026				By:		/S/ Omari Wise
				Name:		Omari Wise
				Title:		Vice President, Treasurer

FAQ

What new debt securities did Amgen (AMGN) issue in February 2026?

Amgen issued four series of senior unsecured notes: 4.200% due 2031, 4.850% due 2036, 5.500% due 2046 and 5.650% due 2056. Each series has a fixed coupon and specified maturity date under the company’s existing indenture.

How much did Amgen (AMGN) raise from its February 2026 notes offering?

Amgen received net proceeds of $3,961,495,000 from the notes offering. This figure is after deducting underwriters’ discounts and estimated offering expenses the company is responsible for paying in connection with the transaction.

When do Amgen’s new senior notes pay interest and when do they mature?

The notes pay cash interest semi-annually in arrears on February 19 and August 19, starting August 19, 2026. The series mature on February 19 of 2031, 2036, 2046 and 2056, respectively, providing staggered long-term maturities.

What is the ranking of Amgen’s newly issued senior notes?

The notes rank equally with all of Amgen’s existing and future senior unsecured indebtedness. They are senior to any subordinated indebtedness, but are effectively subordinated to obligations of subsidiaries and to secured obligations up to the value of pledged assets.

What happens to Amgen’s new notes if there is a change of control?

If a defined change in control triggering event occurs, holders may require Amgen to purchase their notes for cash at 101% of principal plus accrued and unpaid interest. This investor protection applies to all four series described in the officer’s certificate.

Under which registration and indenture were Amgen’s 2026 notes issued?

The notes are registered under an effective shelf Registration Statement on Form S-3 (Registration No. 333-293477). They were issued pursuant to an indenture dated May 22, 2014 and an officer’s certificate dated February 19, 2026 setting their specific terms.

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 138.5 KB
• EX-4.2 EX-4.2 209.6 KB
• EX-5.1 EX-5.1 16.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.8 KB