tm2621452-1_424b5 - none

424B5 1 tm2621452-1_424b5.htm 424B5 tm2621452-1_424b5 - none - 6.500035s

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-284980

Subject to Completion, dated August 4, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated February 14, 2025)

AbbVie Inc.

$ SENIOR FLOATING RATE NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20
$ % SENIOR NOTES DUE 20

Interest on the Floating Rate Notes is payable on , , and of each year, commencing , 2026.

Interest on the 20 Notes is payable on and of each year, commencing , 2027.

Interest on each series of Fixed Rate Notes (other than the 20 Notes) is payable on and of each year,
commencing , 2027.

AbbVie Inc., a Delaware corporation (the “Issuer”), is offering $ aggregate principal amount of its senior floating rate notes due 20 (the “Floating Rate Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), $ aggregate principal amount of its % senior notes due 20 (the “20 Notes”), and $ aggregate principal amount of its % senior notes due 20 (the “20 Notes” and, together with the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, and the 20 Notes, the “Fixed Rate Notes,” and the Fixed Rate Notes together with the Floating Rate Notes, the “Notes”). Each of the Floating Rate Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes and the 20 Notes is referred to as a “series” of Notes.

The Notes will be unsecured, unsubordinated obligations of the Issuer and will rank equally in right of payment with all of the Issuer’s existing and future unsecured, unsubordinated indebtedness, liabilities, and other obligations. The Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Notes will not be listed on any securities exchange. Currently there is no public market for any series of the Notes.

The Issuer expects the net proceeds to it from this offering will be approximately $ billion (after deducting underwriting discounts and estimated offering expenses). The Issuer intends to use the net proceeds from the sale of the Notes (i) to fund a portion of its cash payment obligations in connection with its acquisition of Apogee Therapeutics, Inc., a Delaware corporation (“Apogee” and such acquisition, the “Specified Acquisition”) and to pay fees, expenses, and other amounts in connection therewith and (ii) for other general corporate purposes, which may include the repayment or repurchase of outstanding debt. See “Use of Proceeds.”

This offering is not conditioned upon the consummation of the Specified Acquisition by the Issuer or any of its subsidiaries; however, if the Issuer publicly announces that the Acquisition Agreement (as defined herein) has been terminated prior to the consummation of the Specified Acquisition, or otherwise notifies the Trustee (as defined herein) in writing that it will not pursue the consummation of the Specified Acquisition, the Issuer will be required to redeem the Floating Rate Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, and the 20 Notes (the “Mandatorily Redeemable Notes”) then outstanding at a redemption price equal to 101% of the principal amount of the Mandatorily Redeemable Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The 20 Notes and the 20 Notes (the “Long-Term Notes”) will not be subject to any Special Mandatory Redemption (as defined herein). There is no escrow account for, or security interest in, the proceeds of this offering for the benefit of holders of the Notes. See “Description of Notes—Special Mandatory Redemption.”

The Issuer may redeem some or all of each series of Fixed Rate Notes at any time at redemption prices described in this prospectus supplement under the caption “Description of Notes—Optional Redemption.”

Investing in the Notes involves risks. Please read “Risk Factors” included or incorporated by reference herein, as described beginning on page S-7 of this prospectus supplement.

Public offering
price(1)

Underwriting
discount

Proceeds, before
expenses, to us

Per Floating Rate Note

Per 20 Note

Totals

(1)

Plus accrued interest from and including , 2026, if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the benefit of its participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg on or about , 2026.

Joint Book-Running Managers

Morgan Stanley BofA Securities J.P. Morgan SOCIETE GENERALE

The date of this prospectus supplement is , 2026.

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
SUMMARY		S-2
RISK FACTORS		S-7
USE OF PROCEEDS		S-13
CAPITALIZATION		S-14
DESCRIPTION OF NOTES		S-16
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		S-39
UNDERWRITING		S-44
WHERE TO OBTAIN MORE INFORMATION		S-50
INFORMATION INCORPORATED BY REFERENCE		S-51
INDUSTRY AND MARKET DATA		S-52
FORWARD-LOOKING STATEMENTS		S-53
LEGAL MATTERS		S-54
EXPERTS		S-55

	Page
ABOUT THIS PROSPECTUS		1
FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		3
INFORMATION INCORPORATED BY REFERENCE		4
WHERE YOU CAN FIND MORE INFORMATION		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF DEBT SECURITIES		8
PLAN OF DISTRIBUTION		10
LEGAL MATTERS		12
EXPERTS		12

	As of June 30, 2026
(dollars in millions)	Actual			As Adjusted
Cash and equivalents		$	6,569		$
Total debt and lease obligations:
Commercial paper			—			—
Revolving credit facility due 2028 (up to $5 billion)			—			—
Revolving credit facility due 2030 (up to $3 billion)			—			—
Term loan facility due 2027			2,000			2,000
2.95% senior notes due 2026			4,000			4,000
0.75% senior euro notes due 2027 (€750 principal)(a)			854			854
4.80% senior notes due 2027			2,250			2,250
Senior floating rate notes due 2028			750			750
3.775% senior notes due 2028			1,500			1,500
4.25% senior notes due 2028			1,750			1,750
4.65% senior notes due 2028			1,250			1,250
2.125% senior euro notes due 2028 (€750 principal)(a)			854			854
2.625% senior euro notes due 2028 (€500 principal)(a)			569			569
3.20% senior notes due 2029			5,500			5,500
2.125% senior euro notes due 2029 (€550 principal)(a)			626			626
4.80% senior notes due 2029			2,500			2,500
4.875% senior notes due 2030			1,000			1,000
1.25% senior euro notes due 2031 (€650 principal)(a)			741			741
4.125% senior notes due 2031			1,250			1,250
4.95% senior notes due 2031			2,000			2,000
4.40% senior notes due 2033			1,250			1,250
5.05% senior notes due 2034			3,000			3,000
4.50% senior notes due 2035			2,500			2,500
4.55% senior notes due 2035			1,789			1,789
5.20% senior notes due 2035			1,000			1,000
4.75% senior notes due 2036			1,500			1,500
4.30% senior notes due 2036			1,000			1,000
4.05% senior notes due 2039			4,000			4,000
4.40% senior notes due 2042			2,600			2,600
4.625% senior notes due 2042			457			457
4.85% senior notes due 2044			1,074			1,074