AbbVie Inc. filed a Form 8-K with the SEC on August 18, 2026, reporting the completion of an underwritten public offering of nine series of senior notes totaling $10,000,000,000 in aggregate principal amount, with proceeds intended to fund a portion of its acquisition of Apogee Therapeutics, Inc.

Key Highlights

  • Total offering size: $10,000,000,000 in aggregate principal amount across nine series of notes.
  • Series breakdown: Includes $500,000,000 of floating rate notes due 2028, $1,000,000,000 of 4.500% notes due 2028, $1,250,000,000 of 4.650% notes due 2030, $1,500,000,000 of 4.875% notes due 2031, $1,250,000,000 of 5.050% notes due 2033, $1,500,000,000 of 5.300% notes due 2036, $1,000,000,000 of 5.450% notes due 2038, $1,500,000,000 of 6.000% notes due 2056, and $500,000,000 of 6.100% notes due 2066.
  • Use of proceeds: AbbVie disclosed it expects to use the net proceeds to fund a portion of the cash consideration payable to Apogee Therapeutics shareholders and to pay related fees and expenses, with any remaining proceeds for general corporate purposes.
  • Special mandatory redemption: If the Apogee acquisition is terminated or abandoned, AbbVie must redeem the Floating Rate Notes and the 2028 through 2038 Notes at 101% of principal plus accrued and unpaid interest.
  • Ranking: The notes are described as unsecured, unsubordinated obligations ranking equally with AbbVie's existing and future unsecured, unsubordinated indebtedness.
  • Governing indenture: The notes are governed by a base indenture dated November 8, 2012, as supplemented by Supplemental Indenture No. 13, dated August 18, 2026.

AbbVie's Nine-Series Notes Offering Tied to Apogee Therapeutics Acquisition

According to the filing, AbbVie Inc. (NYSE:ABBV) completed the Notes Offering on August 18, 2026, with the transaction registered under its Form S-3ASR (File No. 333-284980) dated February 14, 2025. The prospectus supplement governing the terms was dated August 4, 2026, and filed with the SEC on August 6, 2026. U.S. Bank Trust Company, National Association, serves as trustee under the indenture, as successor-in-interest to U.S. Bank National Association.

The filing states that the Floating Rate Notes and the 4.500% 2028 Notes mature on August 18, 2028, while the 2030 Notes mature on March 15, 2030. All other series mature on September 15 of their respective years. AbbVie may optionally redeem the fixed rate notes at a "make-whole" redemption price prior to each series' applicable par call date. On or after the par call date for each series other than the 2028 Notes, the filing states AbbVie may redeem those notes at 100% of principal plus accrued and unpaid interest.

The filing discloses that the indenture contains customary covenants, including limitations on AbbVie's ability and the ability of certain subsidiaries to incur liens securing funded indebtedness, and on AbbVie's ability to consolidate, merge, or transfer substantially all of its properties and assets. The special mandatory redemption provision at 101% of principal applies to all series except the 2056 Notes and 2066 Notes if the Apogee acquisition is not consummated.

What Was Disclosed

AbbVie reported the closing of a nine-series, $10,000,000,000 senior notes offering on August 18, 2026, connected to its planned acquisition of Apogee Therapeutics, Inc., with a special mandatory redemption feature tied to the outcome of that acquisition.