Amgen Inc SEC Filings

Amgen Inc. vice president sells a small block of shares. Matthew C. Busch, Amgen's VP, Finance & CAO, reported an open-market sale of 1,000 shares of Amgen common stock at a price of $375.79 per share. After this transaction, he directly holds 3,423 shares of Amgen common stock.

The filing notes that these holdings include 60 dividend equivalents granted under Amgen's equity incentive plan. These dividend equivalents are tied to unvested restricted stock units and will be paid out in Amgen shares on a one-to-one basis as those awards vest.

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.

Fidelity Brokerage Services LLC filed a Form 144 notice regarding proposed sales of common stock related to prior stock awards for AMGN. The excerpt lists individual stock-award entries with award dates and share counts, including awards of 11/08/2023 (464 shares) and 05/05/2025 (115 shares). The filing lists the broker as Fidelity Brokerage Services LLC and references NASDAQ.

Amgen Inc. is offering four series of senior unsecured notes: $1,000,000,000 4.200% Senior Notes due 2031; $1,750,000,000 4.850% Senior Notes due 2036; $500,000,000 5.500% Senior Notes due 2046; and $750,000,000 5.650% Senior Notes due 2056.

Interest on each series is payable semi-annually in cash on February 19 and August 19, beginning August 19, 2026. The notes are senior unsecured obligations ranking equally with Amgen's other senior unsecured indebtedness and will be issued in book-entry form through DTC, with expected delivery on or about February 19, 2026. Net proceeds of approximately $3,961,495,000 are intended to repay specified 2026 maturities, repay borrowings under the Term Loan Credit Agreement, and for general corporate purposes, subject to the use-of-proceeds disclosure.

Amgen Inc. plans a multi-tranche offering of senior unsecured notes maturing in 2031, 2036, 2046 and 2056. The notes will pay cash interest semi-annually, rank equally with Amgen’s existing senior unsecured debt and may be redeemed early at specified make-whole or par prices.

Amgen expects to use the net proceeds to refinance near-term obligations, including its 2.00% Senior Notes due 2026 with €750 million outstanding, 2.60% Senior Notes due 2026 with $1.25 billion outstanding, a $1.8 billion term loan due 2026, and a portion of its 5.50% Senior Notes due 2026 with £475 million outstanding, with any remaining proceeds applied to other indebtedness and general corporate purposes.

Amgen Inc. has filed an automatic shelf registration to issue a wide range of securities over time and to register potential resale of common stock by selling securityholders. The filing covers debt securities, common and preferred stock, warrants, rights, securities purchase contracts and units, and depositary shares.

Amgen may conduct offerings from time to time using prospectus supplements that will set specific terms such as amounts, prices and methods of sale. The company plans to use any primary offering proceeds for general corporate purposes, while it will not receive proceeds from common stock sold by selling securityholders.

Amgen Inc. reports a large, diversified biotechnology business focused on human therapeutics, with 2025 product sales of $35,148 million, up from $32,026 million in 2024 and $26,910 million in 2023. U.S. sales were $25,656 million and rest-of-world sales were $9,492 million in 2025.

The company’s portfolio spans osteoporosis (Prolia, EVENITY), cardiovascular disease (Repatha), inflammation and immunology (ENBREL, Otezla, TEZSPIRE), oncology and hematology (BLINCYTO, KYPROLIS, Vectibix, IMDELLTRA/IMDYLLTRA), rare diseases (TEPEZZA, KRYSTEXXA, TAVNEOS, UPLIZNA) and multiple biosimilars. Key 2025–2026 regulatory events include broader U.S. Repatha labeling, multiple new UPLIZNA indications, full approval of IMDELLTRA in extensive-stage small cell lung cancer, new TEZSPIRE indications, and EU approval of TEPEZZA.

Amgen highlights an extensive pipeline, led by obesity and cardiometabolic candidate MariTide in multiple Phase 3 programs and positive long-term Phase 2 data, as well as cardiovascular RNA agent olpasiran and several biosimilar antibodies in late-stage development. The company also faces rising biosimilar and generic competition, loss of key patents such as RANKL antibodies for Prolia/XGEVA, and U.S. pricing pressure from the Inflation Reduction Act, including mandated Medicare price cuts for ENBREL from 2026 and Otezla from 2027.

Amgen Inc. executive James E. Bradner, EVP, Research and Development, reported two dispositions of Amgen common stock in transactions coded F on February 9, 2026. The Form 4 shows 2,151 shares and 953 shares disposed of at $384.32 per share in separate entries.

After these transactions, the reported directly owned balances were 28,331 shares and 27,378 shares in the respective lines. The holdings include 1,205 dividend equivalents granted under Amgen’s 2009 Equity Incentive Plan, which are paid out in shares on a one-to-one basis as related RSUs vest.

Amgen Inc. furnished an 8-K to share that it has issued a press release with unaudited results for the fourth quarter and full year ended December 31, 2025, along with its financial position as of that date. The press release includes several non-GAAP measures such as non-GAAP earnings per share, operating income, operating margin, tax rate, and operating expenses, including non-GAAP cost of sales, R&D, and selling, general and administrative expenses, each reconciled to the nearest GAAP figure. Amgen also presents Free Cash Flow, defined as GAAP operating cash flow minus capital expenditures, and EBITDA and a debt leverage ratio based on GAAP total debt and EBITDA. The company explains it uses these metrics internally for planning, performance evaluation, and incentive compensation and believes they help investors assess ongoing operations and liquidity. The non-GAAP information is described as supplemental to, and not a replacement for, GAAP results and is furnished, not filed, under the Exchange Act.