AbbVie Inc. — Call Transcript 2026

Good morning, and welcome to AbbVie's annual meeting of shareholders. I'm Rob Michael, Chairman of the Board and Chief Executive Officer of AbbVie. We appreciate you joining us. I'm here today with our directors, including Roxanne S. Austin, William H.L. Burnside, Jennifer L. Davis, Thomas J. Falk, Thomas C. Freyman, Brett J. Hart, Melody B. Meyer, Dr. Susan E. Quaggin, Edward J. Rapp, Rebecca B. Roberts, and Frederick H. Waddell. As previously announced, Dr. Robert J. Alpern is stepping down as an AbbVie director. I would like to personally thank Bob for his leadership and contributions since the founding of our company. He has been a valuable member of our board and will be greatly missed. Next, I'd like to introduce the members of our executive management team who are here with me today. Scott Reents, Executive Vice President, Chief Financial Officer, and Perry Siatis, Executive Vice President, General Counsel and Secretary. Now turning to business performance, 2025 was another excellent year for AbbVie. We delivered record net sales and exceeded our financial commitments, advanced our pipeline of innovative medicines across all stages of development, and acquired new sources of growth through strategic transactions. Total net revenues were $61.2 billion, beating our initial expectations by more than $2 billion. Adjusted earnings per share of $10.54 was above our initial guidance midpoint, excluding the impact of IPR&D expense. Our sales growth of 8.6% led to a new all-time high revenue for AbbVie, exceeding our previous peak by more than $3 billion despite nearly $16 billion of US HUMIRA erosion since the LOE. This has also fueled a substantial increase in our adjusted R&D investment, fully funding approximately 90 clinical programs currently in development. This investment also included more than $5 billion in strategic transactions, adding several promising mechanisms and technologies that can drive AbbVie's growth in the next decade and beyond. In closing, AbbVie is well-positioned to continue delivering top-tier performance, underpinned by our strong culture and our commitment to making a remarkable impact for patients worldwide. Now I'll call our meeting to order. Proxies in the form solicited by the board of directors have been received, representing over 87% of the shares entitled to vote. More than a majority of the outstanding shares are present in person or by proxy. We have a quorum. Today, we have five business items on the agenda. They include the election of Class II directors, the ratification of our auditor, an advisory vote on the approval of executive compensation, a management proposal regarding the elimination of supermajority voting, and finally, one shareholder proposal. These items are now before the meeting. If you haven't voted and you joined the meeting using your control number, you may click the Vote Here button on the virtual meeting website and follow the instructions provided. Please remember, if you have voted by proxy, either by mail, phone, or over the Internet, your shares have already been voted as you directed. I will now turn to Perry to review the meeting's business items in more detail. Following these business items, we'll close the polls, announce preliminary voting results, and open the meeting for questions. Thank you, Rob. The first order of business is the election of Class II directors. The board of directors has recommended you vote in favor of these directors. The next item on our agenda is the ratification of the selection of Ernst & Young as our auditor. The audit committee and the board of directors have reviewed the qualifications of Ernst & Young and recommended ratification of the firm's appointment. The next item on the agenda is the advisory vote on executive compensation. Shareholders are asked to approve the compensation of the AbbVie executives named in the proxy on an advisory basis. The board of directors has recommended a vote in favor of these executives' compensation. The next item on the agenda is the management proposal to eliminate supermajority voting. The board of directors has recommended a vote in favor of eliminating supermajority voting. The shareholder proposal is the independent board chair proposal detailed in the proxy statement. This proposal is submitted by Mercy Investment Services, Inc. Ms. Lydia Kuykendall is on the line to present this proposal. Operator, please open Ms. Kuykendall's line. Ms. Kuykendall, would you like to move the proposal? Ms. Kuykendall Yes, thank you. your line is now open. Yes, thank you. Good morning. My name is Lydia Kuykendall, and I am here on behalf of Mercy Investment Services and co-filers to move a shareholder proposal to amend the bylaws to require an independent board chair. Pharmaceutical companies are particularly in need of effective and unconflicted oversight because of the industry's high legal and regulatory risks related to product safety and the industry's commercial practices. AbbVie is not immune to this litigation and regulatory attention. Just this summer, the United States Court of Appeals for the Sixth Circuit affirmed a Mississippi court's decision to deny the company's request for a preliminary injunction against enforcement of a state law protecting 340B pricing for contract pharmacy arrangements. In 2023, the court settled a several years-long dispute over AndroGel. While the $448 million judgment was overturned, the ruling remained intact that Abbott violated antitrust law ensuing to delay a generic. These legal risks, among others, highlight the need for independent leadership. We believe a structure where the CEO runs the business and is accountable to a board led by an independent chair is in the best interest of the company's shareholders. Primarily, it eliminates structural conflicts of interest in a dual role. The management of a complex global pharmaceutical company is a full-time job. It is unrealistic and needlessly complicated to expect one person to perform well as CEO on top of his or her responsibilities for providing rigorous board oversight. An independent board chair eliminates the structural conflicts of interest caused by the CEO essentially being his or her own boss, and clarifies where the authority of the CEO ends and responsibility of the independent board members begins. US boards are increasingly recognizing the value of an independent board chair. As of 2024, approximately 40% of S&P 500 firms had an independent chair. ISS reported in September of 2025 that 81% of investors responding to its policy survey indicated that an independent board chair is their preferred model. Moreover, pharmaceutical companies headquartered in Europe are required to have separate roles and have not suffered as a result. For these reasons, we urge you to vote for this proposal. Thank you. Thank you, Ms. Kuykendall. The board of directors opposes this proposal for the reasons stated in the proxy statement. The polls are now closed. We have a preliminary report from the Inspector of Elections, which shows that the nominees for the board of directors have been elected. The appointment of Ernst & Young has been ratified. The advisory vote on executive compensation has passed. The management proposal regarding the elimination of supermajority voting did not receive the necessary vote needed to approve the amendment. The shareholder proposal for an independent board chair has not been approved. The final detailed voting results will be available in our upcoming report on Form 8-K. Now we will turn to the Q&A portion of the meeting. The virtual meeting website allows shareholders who join the meeting using their control numbers to submit questions by filling out the Ask a Question box. We will address as many topics as possible before the meeting is scheduled to end, and we move to our board meeting. If we do not have time to respond to all of the topics, a member of our engagement team will reach out to you following the meeting to respond, assuming you provided your contact information when you joined the meeting. Theo, may we please have the first question? We received some questions about business development. Can you share more about AbbVie's recent BD and future BD plans? Thank you, Theo. This is Rob. I'll take that question. Given that AbbVie's on-market portfolio and emerging pipeline provide a clear line of sight to very strong growth into the 2030s, our business development efforts have focused on earlier-stage assets that can drive growth in the next decade and beyond. The $5 billion we invested in BD last year encompasses several very exciting opportunities, including an in vivo CAR T platform in immunology from Capstan Therapeutics, bretisilocin, a next-generation psychedelic with promising data in depression, ISB-2001, a novel trispecific antibody for multiple myeloma, ABBV-295, a long-acting amylin analog for obesity, and a next-generation siRNA platform from Arrowhead Pharmaceuticals that has applicability in immunology, neuroscience, and oncology. We have ample financial capacity to acquire even more external innovation, with a focus in our core areas of immunology, neuroscience, oncology, and obesity. To the extent we see a differentiated asset in any of these areas, whether early stage, late stage, or even on market, we are very willing to pursue it. Can you provide more detail on your agreement with the US government, how the agreement is being implemented, and any anticipated impacts? Perry, you can take that question. Sure. Thanks, Rob. As you likely saw earlier this year, we announced a voluntary agreement with the US government that will further advance access and affordability for Americans while protecting and investing in pharmaceutical innovation. Key elements of our three-year agreement include, number one, offering low prices for Medicaid. Number two, expanding direct-to-patient cash pay options for 4 of our products used by millions of Americans. Those four products are ALPHAGAN, COMBIGAN, HUMIRA, and SYNTHROID. Number three, committing $100 billion in US R&D and capital investments, including manufacturing over the next decade. We've already started, you know, making with, good with this commitment by announcing more than $2.2 billion in manufacturing investments, including our recently announced Durham, North Carolina, manufacturing plant, plans to build three new manufacturing facilities at our campus in North Chicago, Illinois, our intention to acquire a manufacturing facility in Tempe, Arizona, and an expansion of our site in Worcester, Massachusetts. Our agreement with the US government resulted in protection from pharmaceutical tariffs and future pricing mandates, including Most Favored Nation demonstration projects in US government channels. While specific terms of our agreement are confidential, the actions we have taken as a company demonstrate that it is possible to address drug pricing today while also protecting our ability to invest in tomorrow's innovative treatments and cures. We will continue to advocate for policies that allow us to deliver on our promise of making a remarkable impact on people's lives. Thank you, Perry. What is AbbVie's long-term dividend strategy? Scott will take that question. Thank you, Rob. I'm happy to. AbbVie's business continues to generate substantial free cash flow that allows us to meet all of our capital allocation priorities, which include internal investment in innovative R&D, investment in external innovation through business development to augment our portfolio, supporting a strong and growing dividend, and maintaining a strong balance sheet and investment-grade credit rating. The dividend is an important part of AbbVie's investment identity and the primary means of returning capital to our shareholders. We have continued our commitment to growing the dividend by increasing it through the decline in earnings related to Humira's loss of exclusivity and continuing to increase it as we return to growth. We are very committed to healthy and sustainable dividend growth going forward, supported by the substantial cash our business generates. In 2026, we increased our quarterly dividend by 5.5%, beginning with the dividend payable in February to $1.73 per share, reflecting confidence in AbbVie's long-term outlook. Since inception, AbbVie's quarterly dividend has increased by more than 330%. While we expect to deliver strong dividend growth growing forward, we do not anticipate that it will grow at the same rate as earnings. Thank you, Scott. Theo, I believe we have time for one more question. We've also received questions about the pipeline. Can you speak to how the pipeline is progressing and upcoming milestones? Thank you, Theo. This is Rob. I'll take the final question. We are making meaningful progress advancing pipeline programs across all stages of development. In 2025, we obtained several new product and indication approvals, including RINVOQ for GCA, EMRELIS for non-squamous, non-small cell lung cancer, and EPKINLY for second-line follicular lymphoma. Our more recent highlights include the US regulatory submissions of RINVOQ for alopecia areata, as well as subcu induction for SKYRIZI and Crohn's. We also saw promising interim data from our Crohn's platform study combining SKYRIZI and our own alpha-4 beta-7, which has potential to deliver transformational efficacy. In obesity, we announced early-stage data for our amylin analog 295 with very encouraging weight loss results. We are also making great progress in oncology with the regulatory submission for etentamig planned by the end of this year and the addition of a novel PD-1/VEGF bispecific antibody from RemeGen. These milestones demonstrate our commitment to elevating the standard of care for patients and delivering top-tier growth over the long term. Before we close, I wanna thank all of you for your confidence in AbbVie and for supporting our important mission. The meeting is now adjourned. The conference has now concluded. Thank you for attending. You may now disconnect.

Speaker 4: Good morning, and welcome to AbbVie's annual meeting of shareholders. I'm Rob Michael, Chairman of the Board and Chief Executive Officer of AbbVie. We appreciate you joining us. I'm here today with our directors, including Roxanne S. Austin, William H.L. Burnside, Jennifer L. Davis, Thomas J. Falk, Thomas C. Freyman, Brett J. Hart, Melody B. Meyer, Dr. Susan E. Quaggin, Edward J. Rapp, Rebecca B. Roberts, and Frederick H. Waddell. Good morning, and welcome to AbbVie's annual meeting of shareholders. good morning and welcome to abbvie's annual meeting of shareholders I'm Rob Michael, Chairman of the Board and Chief Executive Officer of AbbVie. i'm rob michael chairman of the board and chief executive officer of abbvie We appreciate you joining us. we appreciate you joining us I'm here today with our directors, including Roxanne S. i'm here today with our directors including roxanne s Austin, William H.L. austin william h.l Burnside, Jennifer L. burnside jennifer l Davis, Thomas J. davis thomas j Falk, Thomas C. falk thomas c Freyman, Brett J. freyman brett j Hart, Melody B. hart melody b Meyer, Dr. Susan E. meyer dr susan e Quaggin, Edward J. quaggin edward j Rapp, Rebecca B. rapp rebecca b Roberts, and Frederick H. roberts and frederick h Waddell. waddell As previously announced, Dr. Robert J. Alpern is stepping down as an AbbVie director. I would like to personally thank Bob for his leadership and contributions since the founding of our company. He has been a valuable member of our board and will be greatly missed. Next, I'd like to introduce the members of our executive management team who are here with me today. Scott Reents, Executive Vice President, Chief Financial Officer, and Perry Siatis, Executive Vice President, General Counsel and Secretary. As previously announced, Dr. Robert J. as previously announced dr robert j Alpern is stepping down as an AbbVie director. alpern is stepping down as an abbvie director I would like to personally thank Bob for his leadership and contributions since the founding of our company. i would like to personally thank bob for his leadership and contributions since the founding of our company He has been a valuable member of our board and will be greatly missed. he has been a valuable member of our board and will be greatly missed Next, I'd like to introduce the members of our executive management team who are here with me today. next i'd like to introduce the members of our executive management team who are here with me today Scott Reents, Executive Vice President, Chief Financial Officer, and Perry Siatis, Executive Vice President, General Counsel and Secretary. scott reents executive vice president chief financial officer and perry siatis executive vice president general counsel and secretary Now turning to business performance, 2025 was another excellent year for AbbVie. We delivered record net sales and exceeded our financial commitments, advanced our pipeline of innovative medicines across all stages of development, and acquired new sources of growth through strategic transactions. Total net revenues were $61.2 billion, beating our initial expectations by more than $2 billion. Adjusted earnings per share of $10.54 was above our initial guidance midpoint, excluding the impact of IPR&D expense. Our sales growth of 8.6% led to a new all-time high revenue for AbbVie, exceeding our previous peak by more than $3 billion despite nearly $16 billion of US HUMIRA erosion since the LOE. This has also fueled a substantial increase in our adjusted R&D investment, fully funding approximately 90 clinical programs currently in development. Now turning to business performance, 2025 was another excellent year for AbbVie. now turning to business performance 2025 was another excellent year for abbvie We delivered record net sales and exceeded our financial commitments, advanced our pipeline of innovative medicines across all stages of development, and acquired new sources of growth through strategic transactions. we delivered record net sales and exceeded our financial commitments advanced our pipeline of innovative medicines across all stages of development and acquired new sources of growth through strategic transactions Total net revenues were $61.2 billion, beating our initial expectations by more than $2 billion. total net revenues were $61.2 billion beating our initial expectations by more than $2 billion Adjusted earnings per share of $10.54 was above our initial guidance midpoint, excluding the impact of IPR&D expense. adjusted earnings per share of $10.54 was above our initial guidance midpoint excluding the impact of ipr&d expense Our sales growth of 8.6% led to a new all-time high revenue for AbbVie, exceeding our previous peak by more than $3 billion despite nearly $16 billion of US HUMIRA erosion since the LOE. our sales growth of 8.6% led to a new all-time high revenue for abbvie exceeding our previous peak by more than $3 billion despite nearly $16 billion of us humira erosion since the loe This has also fueled a substantial increase in our adjusted R&D investment, fully funding approximately 90 clinical programs currently in development. this has also fueled a substantial increase in our adjusted r&d investment fully funding approximately 90 clinical programs currently in development This investment also included more than $5 billion in strategic transactions, adding several promising mechanisms and technologies that can drive AbbVie's growth in the next decade and beyond. In closing, AbbVie is well-positioned to continue delivering top-tier performance, underpinned by our strong culture and our commitment to making a remarkable impact for patients worldwide. Now I'll call our meeting to order. Proxies in the form solicited by the board of directors have been received, representing over 87% of the shares entitled to vote. More than a majority of the outstanding shares are present in person or by proxy. We have a quorum. Today, we have five business items on the agenda. They include the election of Class II directors, the ratification of our auditor, an advisory vote on the approval of executive compensation, a management proposal regarding the elimination of supermajority voting, and finally, one shareholder proposal. This investment also included more than $5 billion in strategic transactions, adding several promising mechanisms and technologies that can drive AbbVie's growth in the next decade and beyond. this investment also included more than $5 billion in strategic transactions adding several promising mechanisms and technologies that can drive abbvie's growth in the next decade and beyond In closing, AbbVie is well-positioned to continue delivering top-tier performance, underpinned by our strong culture and our commitment to making a remarkable impact for patients worldwide. in closing abbvie is well-positioned to continue delivering top-tier performance underpinned by our strong culture and our commitment to making a remarkable impact for patients worldwide Now I'll call our meeting to order. now i'll call our meeting to order Proxies in the form solicited by the board of directors have been received, representing over 87% of the shares entitled to vote. proxies in the form solicited by the board of directors have been received representing over 87% of the shares entitled to vote More than a majority of the outstanding shares are present in person or by proxy. more than a majority of the outstanding shares are present in person or by proxy We have a quorum. we have a quorum Today, we have five business items on the agenda. today we have five business items on the agenda They include the election of Class II directors, the ratification of our auditor, an advisory vote on the approval of executive compensation, a management proposal regarding the elimination of supermajority voting, and finally, one shareholder proposal. they include the election of class ii directors the ratification of our auditor an advisory vote on the approval of executive compensation a management proposal regarding the elimination of supermajority voting and finally one shareholder proposal These items are now before the meeting. If you haven't voted and you joined the meeting using your control number, you may click the Vote Here button on the virtual meeting website and follow the instructions provided. Please remember, if you have voted by proxy, either by mail, phone, or over the Internet, your shares have already been voted as you directed. I will now turn to Perry to review the meeting's business items in more detail. Following these business items, we'll close the polls, announce preliminary voting results, and open the meeting for questions. These items are now before the meeting. these items are now before the meeting If you haven't voted and you joined the meeting using your control number, you may click the Vote Here button on the virtual meeting website and follow the instructions provided. if you haven't voted and you joined the meeting using your control number you may click the vote here button on the virtual meeting website and follow the instructions provided Please remember, if you have voted by proxy, either by mail, phone, or over the Internet, your shares have already been voted as you directed. please remember if you have voted by proxy either by mail phone or over the internet your shares have already been voted as you directed I will now turn to Perry to review the meeting's business items in more detail. i will now turn to perry to review the meeting's business items in more detail Following these business items, we'll close the polls, announce preliminary voting results, and open the meeting for questions. following these business items we'll close the polls announce preliminary voting results and open the meeting for questions

Speaker 3: Thank you, Rob. The first order of business is the election of Class II directors. The board of directors has recommended you vote in favor of these directors. The next item on our agenda is the ratification of the selection of Ernst & Young as our auditor. The audit committee and the board of directors have reviewed the qualifications of Ernst & Young and recommended ratification of the firm's appointment. The next item on the agenda is the advisory vote on executive compensation. Shareholders are asked to approve the compensation of the AbbVie executives named in the proxy on an advisory basis. The board of directors has recommended a vote in favor of these executives' compensation. The next item on the agenda is the management proposal to eliminate supermajority voting. The board of directors has recommended a vote in favor of eliminating supermajority voting. Thank you, Rob. thank you rob The first order of business is the election of Class II directors. the first order of business is the election of class ii directors The board of directors has recommended you vote in favor of these directors. the board of directors has recommended you vote in favor of these directors The next item on our agenda is the ratification of the selection of Ernst & Young as our auditor. the next item on our agenda is the ratification of the selection of ernst & young as our auditor The audit committee and the board of directors have reviewed the qualifications of Ernst & Young and recommended ratification of the firm's appointment. the audit committee and the board of directors have reviewed the qualifications of ernst & young and recommended ratification of the firm's appointment The next item on the agenda is the advisory vote on executive compensation. the next item on the agenda is the advisory vote on executive compensation Shareholders are asked to approve the compensation of the AbbVie executives named in the proxy on an advisory basis. shareholders are asked to approve the compensation of the abbvie executives named in the proxy on an advisory basis The board of directors has recommended a vote in favor of these executives' compensation. the board of directors has recommended a vote in favor of these executives' compensation The next item on the agenda is the management proposal to eliminate supermajority voting. the next item on the agenda is the management proposal to eliminate supermajority voting The board of directors has recommended a vote in favor of eliminating supermajority voting. the board of directors has recommended a vote in favor of eliminating supermajority voting The shareholder proposal is the independent board chair proposal detailed in the proxy statement. This proposal is submitted by Mercy Investment Services, Inc. Ms. Lydia Kuykendall is on the line to present this proposal. Operator, please open Ms. Kuykendall's line. Ms. Kuykendall, would you like to move the proposal? The shareholder proposal is the independent board chair proposal detailed in the proxy statement. the shareholder proposal is the independent board chair proposal detailed in the proxy statement This proposal is submitted by Mercy Investment Services, Inc. Ms. Lydia Kuykendall is on the line to present this proposal. this proposal is submitted by mercy investment services inc ms lydia kuykendall is on the line to present this proposal Operator, please open Ms. Kuykendall's line. operator please open ms kuykendall's line Ms. Kuykendall, would you like to move the proposal? ms kuykendall would you like to move the proposal

Speaker 2: Ms. Kuykendall Ms. Kuykendall ms kuykendall

Speaker 1: Yes, thank you. Yes, thank you. yes thank you

Speaker 2: your line is now open. your line is now open. your line is now open

Speaker 1: Yes, thank you. Good morning. My name is Lydia Kuykendall, and I am here on behalf of Mercy Investment Services and co-filers to move a shareholder proposal to amend the bylaws to require an independent board chair. Pharmaceutical companies are particularly in need of effective and unconflicted oversight because of the industry's high legal and regulatory risks related to product safety and the industry's commercial practices. AbbVie is not immune to this litigation and regulatory attention. Just this summer, the United States Court of Appeals for the Sixth Circuit affirmed a Mississippi court's decision to deny the company's request for a preliminary injunction against enforcement of a state law protecting 340B pricing for contract pharmacy arrangements. In 2023, the court settled a several years-long dispute over AndroGel. Yes, thank you. yes thank you Good morning. good morning My name is Lydia Kuykendall, and I am here on behalf of Mercy Investment Services and co-filers to move a shareholder proposal to amend the bylaws to require an independent board chair. my name is lydia kuykendall and i am here on behalf of mercy investment services and co-filers to move a shareholder proposal to amend the bylaws to require an independent board chair Pharmaceutical companies are particularly in need of effective and unconflicted oversight because of the industry's high legal and regulatory risks related to product safety and the industry's commercial practices. AbbVie is not immune to this litigation and regulatory attention. pharmaceutical companies are particularly in need of effective and unconflicted oversight because of the industry's high legal and regulatory risks related to product safety and the industry's commercial practices. abbvie is not immune to this litigation and regulatory attention Just this summer, the United States Court of Appeals for the Sixth Circuit affirmed a Mississippi court's decision to deny the company's request for a preliminary injunction against enforcement of a state law protecting 340B pricing for contract pharmacy arrangements. just this summer the united states court of appeals for the sixth circuit affirmed a mississippi court's decision to deny the company's request for a preliminary injunction against enforcement of a state law protecting 340b pricing for contract pharmacy arrangements In 2023, the court settled a several years-long dispute over AndroGel. in 2023 the court settled a several years-long dispute over androgel While the $448 million judgment was overturned, the ruling remained intact that Abbott violated antitrust law ensuing to delay a generic. These legal risks, among others, highlight the need for independent leadership. We believe a structure where the CEO runs the business and is accountable to a board led by an independent chair is in the best interest of the company's shareholders. Primarily, it eliminates structural conflicts of interest in a dual role. The management of a complex global pharmaceutical company is a full-time job. It is unrealistic and needlessly complicated to expect one person to perform well as CEO on top of his or her responsibilities for providing rigorous board oversight. While the $448 million judgment was overturned, the ruling remained intact that Abbott violated antitrust law ensuing to delay a generic. while the $448 million judgment was overturned the ruling remained intact that abbott violated antitrust law ensuing to delay a generic These legal risks, among others, highlight the need for independent leadership. these legal risks among others highlight the need for independent leadership We believe a structure where the CEO runs the business and is accountable to a board led by an independent chair is in the best interest of the company's shareholders. we believe a structure where the ceo runs the business and is accountable to a board led by an independent chair is in the best interest of the company's shareholders Primarily, it eliminates structural conflicts of interest in a dual role. primarily it eliminates structural conflicts of interest in a dual role The management of a complex global pharmaceutical company is a full-time job. the management of a complex global pharmaceutical company is a full-time job It is unrealistic and needlessly complicated to expect one person to perform well as CEO on top of his or her responsibilities for providing rigorous board oversight. it is unrealistic and needlessly complicated to expect one person to perform well as ceo on top of his or her responsibilities for providing rigorous board oversight An independent board chair eliminates the structural conflicts of interest caused by the CEO essentially being his or her own boss, and clarifies where the authority of the CEO ends and responsibility of the independent board members begins. US boards are increasingly recognizing the value of an independent board chair. As of 2024, approximately 40% of S&P 500 firms had an independent chair. ISS reported in September of 2025 that 81% of investors responding to its policy survey indicated that an independent board chair is their preferred model. Moreover, pharmaceutical companies headquartered in Europe are required to have separate roles and have not suffered as a result. For these reasons, we urge you to vote for this proposal. Thank you. An independent board chair eliminates the structural conflicts of interest caused by the CEO essentially being his or her own boss, and clarifies where the authority of the CEO ends and responsibility of the independent board members begins. an independent board chair eliminates the structural conflicts of interest caused by the ceo essentially being his or her own boss and clarifies where the authority of the ceo ends and responsibility of the independent board members begins US boards are increasingly recognizing the value of an independent board chair. us boards are increasingly recognizing the value of an independent board chair As of 2024, approximately 40% of S&P 500 firms had an independent chair. as of 2024 approximately 40% of s&p 500 firms had an independent chair ISS reported in September of 2025 that 81% of investors responding to its policy survey indicated that an independent board chair is their preferred model. iss reported in september of 2025 that 81% of investors responding to its policy survey indicated that an independent board chair is their preferred model Moreover, pharmaceutical companies headquartered in Europe are required to have separate roles and have not suffered as a result. moreover pharmaceutical companies headquartered in europe are required to have separate roles and have not suffered as a result For these reasons, we urge you to vote for this proposal. for these reasons we urge you to vote for this proposal Thank you. thank you

Speaker 3: Thank you, Ms. Kuykendall. The board of directors opposes this proposal for the reasons stated in the proxy statement. The polls are now closed. We have a preliminary report from the Inspector of Elections, which shows that the nominees for the board of directors have been elected. The appointment of Ernst & Young has been ratified. The advisory vote on executive compensation has passed. The management proposal regarding the elimination of supermajority voting did not receive the necessary vote needed to approve the amendment. The shareholder proposal for an independent board chair has not been approved. The final detailed voting results will be available in our upcoming report on Form 8-K. Now we will turn to the Q&A portion of the meeting. The virtual meeting website allows shareholders who join the meeting using their control numbers to submit questions by filling out the Ask a Question box. Thank you, Ms. Kuykendall. thank you ms kuykendall The board of directors opposes this proposal for the reasons stated in the proxy statement. the board of directors opposes this proposal for the reasons stated in the proxy statement The polls are now closed. the polls are now closed We have a preliminary report from the Inspector of Elections, which shows that the nominees for the board of directors have been elected. we have a preliminary report from the inspector of elections which shows that the nominees for the board of directors have been elected The appointment of Ernst & Young has been ratified. the appointment of ernst & young has been ratified The advisory vote on executive compensation has passed. the advisory vote on executive compensation has passed The management proposal regarding the elimination of supermajority voting did not receive the necessary vote needed to approve the amendment. the management proposal regarding the elimination of supermajority voting did not receive the necessary vote needed to approve the amendment The shareholder proposal for an independent board chair has not been approved. the shareholder proposal for an independent board chair has not been approved The final detailed voting results will be available in our upcoming report on Form 8-K. the final detailed voting results will be available in our upcoming report on form 8-k Now we will turn to the Q&A portion of the meeting. now we will turn to the q&a portion of the meeting The virtual meeting website allows shareholders who join the meeting using their control numbers to submit questions by filling out the Ask a Question box. the virtual meeting website allows shareholders who join the meeting using their control numbers to submit questions by filling out the ask a question box We will address as many topics as possible before the meeting is scheduled to end, and we move to our board meeting. If we do not have time to respond to all of the topics, a member of our engagement team will reach out to you following the meeting to respond, assuming you provided your contact information when you joined the meeting. Theo, may we please have the first question? We will address as many topics as possible before the meeting is scheduled to end, and we move to our board meeting. we will address as many topics as possible before the meeting is scheduled to end and we move to our board meeting If we do not have time to respond to all of the topics, a member of our engagement team will reach out to you following the meeting to respond, assuming you provided your contact information when you joined the meeting. if we do not have time to respond to all of the topics a member of our engagement team will reach out to you following the meeting to respond assuming you provided your contact information when you joined the meeting Theo, may we please have the first question? theo may we please have the first question

Speaker 2: We received some questions about business development. Can you share more about AbbVie's recent BD and future BD plans? We received some questions about business development. we received some questions about business development Can you share more about AbbVie's recent BD and future BD plans? can you share more about abbvie's recent bd and future bd plans

Speaker 4: Thank you, Theo. This is Rob. I'll take that question. Given that AbbVie's on-market portfolio and emerging pipeline provide a clear line of sight to very strong growth into the 2030s, our business development efforts have focused on earlier-stage assets that can drive growth in the next decade and beyond. The $5 billion we invested in BD last year encompasses several very exciting opportunities, including an in vivo CAR T platform in immunology from Capstan Therapeutics, bretisilocin, a next-generation psychedelic with promising data in depression, ISB-2001, a novel trispecific antibody for multiple myeloma, ABBV-295, a long-acting amylin analog for obesity, and a next-generation siRNA platform from Arrowhead Pharmaceuticals that has applicability in immunology, neuroscience, and oncology. We have ample financial capacity to acquire even more external innovation, with a focus in our core areas of immunology, neuroscience, oncology, and obesity. Thank you, Theo. thank you theo This is Rob. this is rob I'll take that question. i'll take that question Given that AbbVie's on-market portfolio and emerging pipeline provide a clear line of sight to very strong growth into the 2030s, our business development efforts have focused on earlier-stage assets that can drive growth in the next decade and beyond. given that abbvie's on-market portfolio and emerging pipeline provide a clear line of sight to very strong growth into the 2030s our business development efforts have focused on earlier-stage assets that can drive growth in the next decade and beyond The $5 billion we invested in BD last year encompasses several very exciting opportunities, including an in vivo CAR T platform in immunology from Capstan Therapeutics, bretisilocin, a next-generation psychedelic with promising data in depression, ISB-2001, a novel trispecific antibody for multiple myeloma, ABBV-295, a long-acting amylin analog for obesity, and a next-generation siRNA platform from Arrowhead Pharmaceuticals that has applicability in immunology, neuroscience, and oncology. the $5 billion we invested in bd last year encompasses several very exciting opportunities including an in vivo car t platform in immunology from capstan therapeutics bretisilocin a next-generation psychedelic with promising data in depression isb-2001 a novel trispecific antibody for multiple myeloma abbv-295 a long-acting amylin analog for obesity and a next-generation sirna platform from arrowhead pharmaceuticals that has applicability in immunology neuroscience and oncology We have ample financial capacity to acquire even more external innovation, with a focus in our core areas of immunology, neuroscience, oncology, and obesity. we have ample financial capacity to acquire even more external innovation with a focus in our core areas of immunology neuroscience oncology and obesity To the extent we see a differentiated asset in any of these areas, whether early stage, late stage, or even on market, we are very willing to pursue it. To the extent we see a differentiated asset in any of these areas, whether early stage, late stage, or even on market, we are very willing to pursue it. to the extent we see a differentiated asset in any of these areas whether early stage late stage or even on market we are very willing to pursue it

Speaker 2: Can you provide more detail on your agreement with the US government, how the agreement is being implemented, and any anticipated impacts? Can you provide more detail on your agreement with the US government, how the agreement is being implemented, and any anticipated impacts? can you provide more detail on your agreement with the us government how the agreement is being implemented and any anticipated impacts

Speaker 4: Perry, you can take that question. Perry, you can take that question. perry you can take that question

Speaker 3: Sure. Thanks, Rob. As you likely saw earlier this year, we announced a voluntary agreement with the US government that will further advance access and affordability for Americans while protecting and investing in pharmaceutical innovation. Key elements of our three-year agreement include, number one, offering low prices for Medicaid. Number two, expanding direct-to-patient cash pay options for 4 of our products used by millions of Americans. Those four products are ALPHAGAN, COMBIGAN, HUMIRA, and SYNTHROID. Number three, committing $100 billion in US R&D and capital investments, including manufacturing over the next decade. Sure. sure Thanks, Rob. thanks rob As you likely saw earlier this year, we announced a voluntary agreement with the US government that will further advance access and affordability for Americans while protecting and investing in pharmaceutical innovation. as you likely saw earlier this year we announced a voluntary agreement with the us government that will further advance access and affordability for americans while protecting and investing in pharmaceutical innovation Key elements of our three-year agreement include, number one, offering low prices for Medicaid. key elements of our three-year agreement include number one offering low prices for medicaid Number two, expanding direct-to-patient cash pay options for 4 of our products used by millions of Americans. number two expanding direct-to-patient cash pay options for 4 of our products used by millions of americans Those four products are ALPHAGAN, COMBIGAN, HUMIRA, and SYNTHROID. those four products are alphagan combigan humira and synthroid Number three, committing $100 billion in US R&D and capital investments, including manufacturing over the next decade. number three committing $100 billion in us r&d and capital investments including manufacturing over the next decade We've already started, you know, making with, good with this commitment by announcing more than $2.2 billion in manufacturing investments, including our recently announced Durham, North Carolina, manufacturing plant, plans to build three new manufacturing facilities at our campus in North Chicago, Illinois, our intention to acquire a manufacturing facility in Tempe, Arizona, and an expansion of our site in Worcester, Massachusetts. Our agreement with the US government resulted in protection from pharmaceutical tariffs and future pricing mandates, including Most Favored Nation demonstration projects in US government channels. While specific terms of our agreement are confidential, the actions we have taken as a company demonstrate that it is possible to address drug pricing today while also protecting our ability to invest in tomorrow's innovative treatments and cures. We've already started, you know, making with, good with this commitment by announcing more than $2.2 billion in manufacturing investments, including our recently announced Durham, North Carolina, manufacturing plant, plans to build three new manufacturing facilities at our campus in North Chicago, Illinois, our intention to acquire a manufacturing facility in Tempe, Arizona, and an expansion of our site in Worcester, Massachusetts. we've already started you know making with good with this commitment by announcing more than $2.2 billion in manufacturing investments including our recently announced durham north carolina manufacturing plant plans to build three new manufacturing facilities at our campus in north chicago illinois our intention to acquire a manufacturing facility in tempe arizona and an expansion of our site in worcester massachusetts Our agreement with the US government resulted in protection from pharmaceutical tariffs and future pricing mandates, including Most Favored Nation demonstration projects in US government channels. our agreement with the us government resulted in protection from pharmaceutical tariffs and future pricing mandates including most favored nation demonstration projects in us government channels While specific terms of our agreement are confidential, the actions we have taken as a company demonstrate that it is possible to address drug pricing today while also protecting our ability to invest in tomorrow's innovative treatments and cures. while specific terms of our agreement are confidential the actions we have taken as a company demonstrate that it is possible to address drug pricing today while also protecting our ability to invest in tomorrow's innovative treatments and cures We will continue to advocate for policies that allow us to deliver on our promise of making a remarkable impact on people's lives. We will continue to advocate for policies that allow us to deliver on our promise of making a remarkable impact on people's lives. we will continue to advocate for policies that allow us to deliver on our promise of making a remarkable impact on people's lives

Speaker 4: Thank you, Perry. Thank you, Perry. thank you perry

Speaker 2: What is AbbVie's long-term dividend strategy? What is AbbVie's long-term dividend strategy? what is abbvie's long-term dividend strategy

Speaker 4: Scott will take that question. Scott will take that question. scott will take that question

Speaker 5: Thank you, Rob. I'm happy to. AbbVie's business continues to generate substantial free cash flow that allows us to meet all of our capital allocation priorities, which include internal investment in innovative R&D, investment in external innovation through business development to augment our portfolio, supporting a strong and growing dividend, and maintaining a strong balance sheet and investment-grade credit rating. The dividend is an important part of AbbVie's investment identity and the primary means of returning capital to our shareholders. We have continued our commitment to growing the dividend by increasing it through the decline in earnings related to Humira's loss of exclusivity and continuing to increase it as we return to growth. We are very committed to healthy and sustainable dividend growth going forward, supported by the substantial cash our business generates. Thank you, Rob. thank you rob I'm happy to. i'm happy to AbbVie's business continues to generate substantial free cash flow that allows us to meet all of our capital allocation priorities, which include internal investment in innovative R&D, investment in external innovation through business development to augment our portfolio, supporting a strong and growing dividend, and maintaining a strong balance sheet and investment-grade credit rating. abbvie's business continues to generate substantial free cash flow that allows us to meet all of our capital allocation priorities which include internal investment in innovative r&d investment in external innovation through business development to augment our portfolio supporting a strong and growing dividend and maintaining a strong balance sheet and investment-grade credit rating The dividend is an important part of AbbVie's investment identity and the primary means of returning capital to our shareholders. the dividend is an important part of abbvie's investment identity and the primary means of returning capital to our shareholders We have continued our commitment to growing the dividend by increasing it through the decline in earnings related to Humira's loss of exclusivity and continuing to increase it as we return to growth. we have continued our commitment to growing the dividend by increasing it through the decline in earnings related to humira's loss of exclusivity and continuing to increase it as we return to growth We are very committed to healthy and sustainable dividend growth going forward, supported by the substantial cash our business generates. we are very committed to healthy and sustainable dividend growth going forward supported by the substantial cash our business generates In 2026, we increased our quarterly dividend by 5.5%, beginning with the dividend payable in February to $1.73 per share, reflecting confidence in AbbVie's long-term outlook. Since inception, AbbVie's quarterly dividend has increased by more than 330%. While we expect to deliver strong dividend growth growing forward, we do not anticipate that it will grow at the same rate as earnings. In 2026, we increased our quarterly dividend by 5.5%, beginning with the dividend payable in February to $1.73 per share, reflecting confidence in AbbVie's long-term outlook. in 2026 we increased our quarterly dividend by 5.5% beginning with the dividend payable in february to $1.73 per share reflecting confidence in abbvie's long-term outlook Since inception, AbbVie's quarterly dividend has increased by more than 330%. since inception abbvie's quarterly dividend has increased by more than 330% While we expect to deliver strong dividend growth growing forward, we do not anticipate that it will grow at the same rate as earnings. while we expect to deliver strong dividend growth growing forward we do not anticipate that it will grow at the same rate as earnings

Speaker 4: Thank you, Scott. Theo, I believe we have time for one more question. Thank you, Scott. thank you scott Theo, I believe we have time for one more question. theo i believe we have time for one more question

Speaker 2: We've also received questions about the pipeline. Can you speak to how the pipeline is progressing and upcoming milestones? We've also received questions about the pipeline. we've also received questions about the pipeline Can you speak to how the pipeline is progressing and upcoming milestones? can you speak to how the pipeline is progressing and upcoming milestones

Speaker 4: Thank you, Theo. This is Rob. I'll take the final question. We are making meaningful progress advancing pipeline programs across all stages of development. In 2025, we obtained several new product and indication approvals, including RINVOQ for GCA, EMRELIS for non-squamous, non-small cell lung cancer, and EPKINLY for second-line follicular lymphoma. Our more recent highlights include the US regulatory submissions of RINVOQ for alopecia areata, as well as subcu induction for SKYRIZI and Crohn's. We also saw promising interim data from our Crohn's platform study combining SKYRIZI and our own alpha-4 beta-7, which has potential to deliver transformational efficacy. In obesity, we announced early-stage data for our amylin analog 295 with very encouraging weight loss results. Thank you, Theo . thank you, theo This is Rob. this is rob I'll take the final question. i'll take the final question We are making meaningful progress advancing pipeline programs across all stages of development. we are making meaningful progress advancing pipeline programs across all stages of development In 2025, we obtained several new product and indication approvals, including RINVOQ for GCA, EMRELIS for non-squamous, non-small cell lung cancer, and EPKINLY for second-line follicular lymphoma. in 2025 we obtained several new product and indication approvals including rinvoq for gca emrelis for non-squamous non-small cell lung cancer and epkinly for second-line follicular lymphoma Our more recent highlights include the US regulatory submissions of RINVOQ for alopecia areata, as well as subcu induction for SKYRIZI and Crohn's. our more recent highlights include the us regulatory submissions of rinvoq for alopecia areata as well as subcu induction for skyrizi and crohn's We also saw promising interim data from our Crohn's platform study combining SKYRIZI and our own alpha-4 beta-7, which has potential to deliver transformational efficacy. we also saw promising interim data from our crohn's platform study combining skyrizi and our own alpha-4 beta-7 which has potential to deliver transformational efficacy In obesity, we announced early-stage data for our amylin analog 295 with very encouraging weight loss results. in obesity we announced early-stage data for our amylin analog 295 with very encouraging weight loss results We are also making great progress in oncology with the regulatory submission for etentamig planned by the end of this year and the addition of a novel PD-1/VEGF bispecific antibody from RemeGen. These milestones demonstrate our commitment to elevating the standard of care for patients and delivering top-tier growth over the long term. Before we close, I wanna thank all of you for your confidence in AbbVie and for supporting our important mission. The meeting is now adjourned. We are also making great progress in oncology with the regulatory submission for etentamig planned by the end of this year and the addition of a novel PD-1/VEGF bispecific antibody from RemeGen. we are also making great progress in oncology with the regulatory submission for etentamig planned by the end of this year and the addition of a novel pd-1/vegf bispecific antibody from remegen These milestones demonstrate our commitment to elevating the standard of care for patients and delivering top-tier growth over the long term. these milestones demonstrate our commitment to elevating the standard of care for patients and delivering top-tier growth over the long term Before we close, I wanna thank all of you for your confidence in AbbVie and for supporting our important mission. before we close i wanna thank all of you for your confidence in abbvie and for supporting our important mission The meeting is now adjourned. the meeting is now adjourned

Speaker 2: The conference has now concluded. Thank you for attending. You may now disconnect. The conference has now concluded. the conference has now concluded Thank you for attending. thank you for attending You may now disconnect. you may now disconnect