Material Event (Form 8-K)

Item 8.01. Other Events.

On February 24, 2026, AbbVie Inc. ("AbbVie") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, acting for themselves and as representatives of the several underwriters named in Schedule II therein (collectively, the "Underwriters"), pursuant to which AbbVie agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of its senior floating rate notes due 2028 (the "Floating Rate Notes"), $1,500,000,000 aggregate principal amount of its 3.775% senior notes due 2028 (the "2028 Notes"), $1,250,000,000 aggregate principal amount of its 4.125% senior notes due 2031 (the "2031 Notes"), $1,250,000,000 aggregate principal amount of its 4.400% senior notes due 2033 (the "2033 Notes"), $1,500,000,000 aggregate principal amount of its 4.750% senior notes due 2036 (the "2036 Notes"), $1,250,000,000 aggregate principal amount of its 5.550% senior notes due 2056 (the "2056 Notes") and $500,000,000 aggregate principal amount of its 5.650% senior notes due 2066 (the "2066 Notes" and, together with the Floating Rate Notes, the 2028 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes, the "Notes").

The price to the public was 100.000% of the principal amount for the Floating Rate Notes, 99.966% of the principal amount for the 2028 Notes, 99.972% of the principal amount for the 2031 Notes, 99.861% of the principal amount for the 2033 Notes, 99.911% of the principal amount for the 2036 Notes, 99.736% of the principal amount for the 2056 Notes and 99.714% of the principal amount for the 2066 Notes.

The offering of each series of Notes has been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to AbbVie's registration statement on Form S-3ASR (File No. 333-284980) (the "Registration Statement") dated as of February 14, 2025. The terms of the Notes are further described in AbbVie's preliminary prospectus supplement dated February 24, 2026, as filed with the Securities and Exchange Commission (the "SEC") on February 24, 2026 and final prospectus supplement dated February 24, 2026, filed with the SEC on February 26, 2026 (the "Prospectus Supplement"). The closing of the sale of the Notes is expected to occur on March 4, 2026, subject to customary closing conditions.

The net proceeds from the sale of the Notes, after deducting the underwriting discounts and estimated offering expenses, are expected to be approximately $7.95 billion. AbbVie intends to use these net proceeds to repay amounts outstanding under its $4.0 billion 364-Day delayed draw term loan facility that matures in May 2026, of which $2.0 billion is currently outstanding, and for general corporate purposes which may include the repayment or repurchase of outstanding debt.

The Underwriting Agreement includes customary representations, warranties and covenants by AbbVie. It also provides for customary indemnification by each of AbbVie and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.

As more fully described under the caption "Underwriting (Conflicts of Interest)" in the Prospectus Supplement, some of the underwriters in respect of the Underwriting Agreement and/or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for AbbVie and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

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