tm2621452-3_424b5 - none

424B5 1 tm2621452-3_424b5.htm 424B5 tm2621452-3_424b5 - none - 11.5247437s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-284980

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 14, 2025)

$10,000,000,000

AbbVie Inc.

$500,000,000 SENIOR FLOATING RATE NOTES DUE 2028
$1,000,000,000 4.500% SENIOR NOTES DUE 2028
$1,250,000,000 4.650% SENIOR NOTES DUE 2030
$1,500,000,000 4.875% SENIOR NOTES DUE 2031
$1,250,000,000 5.050% SENIOR NOTES DUE 2033
$1,500,000,000 5.300% SENIOR NOTES DUE 2036
$1,000,000,000 5.450% SENIOR NOTES DUE 2038
$1,500,000,000 6.000% SENIOR NOTES DUE 2056
$500,000,000 6.100% SENIOR NOTES DUE 2066

Interest on the Floating Rate Notes is payable on February 18, May 18, August 18 and November 18 of each year,
commencing November 18, 2026.

Interest on the 2028 Notes is payable on February 18 and August 18 of each year, commencing February 18, 2027.

Interest on each series of Fixed Rate Notes (other than the 2028 Notes) is payable on March 15 and September 15 of each year,
commencing March 15, 2027.

AbbVie Inc., a Delaware corporation (the “Issuer”), is offering $500,000,000 aggregate principal amount of its senior floating rate notes due 2028 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 4.500% senior notes due 2028 (the “2028 Notes”), $1,250,000,000 aggregate principal amount of its 4.650% senior notes due 2030 (the “2030 Notes”), $1,500,000,000 aggregate principal amount of its 4.875% senior notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of its 5.050% senior notes due 2033 (the “2033 Notes”), $1,500,000,000 aggregate principal amount of its 5.300% senior notes due 2036 (the “2036 Notes”), $1,000,000,000 aggregate principal amount of its 5.450% senior notes due 2038 (the “2038 Notes”), $1,500,000,000 aggregate principal amount of its 6.000% senior notes due 2056 (the “2056 Notes”), and $500,000,000 aggregate principal amount of its 6.100% senior notes due 2066 (the “2066 Notes” and, together with the 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes, and the 2056 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 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes, the 2056 Notes and the 2066 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 $9.93 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 2028 Notes, the 2030 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, and the 2038 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 2056 Notes and the 2066 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.”

	Public offering price(1)			Underwriting discount			Proceeds, before expenses, to us
Per Floating Rate Note			100.000%			0.150%			99.850%
Per 2028 Note			99.970%			0.150%			99.820%
Per 2030 Note			99.862%			0.250%			99.612%
Per 2031 Note			99.977%			0.350%			99.627%
Per 2033 Note			99.889%			0.375%			99.514%
Per 2036 Note			99.832%			0.450%			99.382%
Per 2038 Note			99.810%			0.475%			99.335%
Per 2056 Note			99.441%			0.750%			98.691%
Per 2066 Note			99.843%			0.750%			99.093%
Totals		$	9,982,652,500		$	41,812,500		$	9,940,840,000

	Morgan Stanley (All Notes)			BofA Securities (All Notes)			J.P. Morgan (All Notes)			SOCIETE GENERALE (All Notes)
	Barclays (Floating Rate Notes and 2028 Notes)			BNP PARIBAS (2030 Notes)			Citigroup (2038 Notes and 2066 Notes)			Deutsche Bank Securities (2036 Notes)

	Lloyds Securities (All Notes)			MUFG (All Notes)			Santander (All Notes)			TD Securities (All Notes)
	US Bancorp (All Notes)			Siebert Williams Shank (All Notes)			Blaylock Van, LLC (All Notes)			CastleOak Securities, L.P. (All Notes)

	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-51
INFORMATION INCORPORATED BY REFERENCE		S-52
INDUSTRY AND MARKET DATA		S-53
FORWARD-LOOKING STATEMENTS		S-54
LEGAL MATTERS		S-55
EXPERTS		S-56

	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		$	16,495
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

Underwriter	Principal Amount of Floating Rate Notes to be Purchased			Principal Amount of 2028 Notes to be Purchased			Principal Amount of 2030 Notes to be Purchased			Principal Amount of 2031 Notes to be Purchased			Principal Amount of 2033 Notes to be Purchased			Principal Amount of 2036 Notes to be Purchased			Principal Amount of 2038 Notes to be Purchased			Principal Amount of 2056 Notes to be Purchased			Principal Amount of 2066 Notes to be Purchased
Morgan Stanley & Co. LLC		$	75,000,000		$	150,000,000		$	187,500,000		$	225,000,000		$	187,500,000		$	225,000,000		$	150,000,000		$	225,000,000		$	75,000,000
BofA Securities, Inc.			75,000,000			150,000,000			187,500,000			225,000,000			187,500,000			225,000,000			150,000,000			225,000,000			75,000,000
J.P. Morgan Securities LLC			75,000,000			150,000,000			187,500,000			225,000,000			187,500,000			225,000,000			150,000,000			225,000,000			75,000,000
SG Americas Securities, LLC			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
Barclays Capital Inc.			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
BNP Paribas Securities Corp.			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
HSBC Securities (USA) Inc.			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
Citigroup Global Markets Inc.			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
Deutsche Bank Securities Inc.			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
Mizuho Securities USA LLC			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
Wells Fargo Securities, LLC			27,000,000			54,000,000			67,500,000			81,000,000			67,500,000			81,000,000			54,000,000			81,000,000			27,000,000
Lloyds Securities Inc.			9,800,000			19,600,000			24,500,000			29,400,000			24,500,000			29,400,000			19,600,000			29,400,000			9,800,000
Santander US Capital Markets LLC			9,800,000			19,600,000			24,500,000			29,400,000			24,500,000			29,400,000			19,600,000			29,400,000			9,800,000
TD Securities (USA) LLC			9,800,000			19,600,000			24,500,000			29,400,000			24,500,000			29,400,000			19,600,000			29,400,000			9,800,000
MUFG Securities Americas Inc.			9,800,000			19,600,000			24,500,000			29,400,000			24,500,000			29,400,000			19,600,000			29,400,000			9,800,000
U.S. Bancorp Investments, Inc.			9,800,000			19,600,000			24,500,000			29,400,000			24,500,000			29,400,000			19,600,000			29,400,000			9,800,000
Siebert Williams Shank & Co., LLC			5,000,000			10,000,000			12,500,000			15,000,000			12,500,000			15,000,000			10,000,000			15,000,000			5,000,000
R. Seelaus & Co., LLC			1,000,000			2,000,000			2,500,000			3,000,000			2,500,000			3,000,000			2,000,000			3,000,000			1,000,000
Blaylock Van, LLC			1,000,000			2,000,000			2,500,000			3,000,000			2,500,000			3,000,000			2,000,000			3,000,000			1,000,000
Independence Point Securities LLC			1,000,000			2,000,000			2,500,000			3,000,000			2,500,000			3,000,000			2,000,000			3,000,000			1,000,000
Penserra Securities LLC			1,000,000			2,000,000			2,500,000			3,000,000			2,500,000			3,000,000			2,000,000			3,000,000			1,000,000
CastleOak Securities, L.P.			1,000,000			2,000,000			2,500,000			3,000,000			2,500,000			3,000,000			2,000,000			3,000,000			1,000,000
Total		$	500,000,000		$	1,000,000,000		$	1,250,000,000		$	1,500,000,000		$	1,250,000,000		$	1,500,000,000		$	1,000,000,000		$	1,500,000,000		$	500,000,000