SEC Filing | AbbVie

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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.

TABLE OF CONTENTS

	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

PROSPECTUS

	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

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ABOUT THIS PROSPECTUS SUPPLEMENT

On February 14, 2025, we filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 utilizing a shelf registration process relating to the securities described in this prospectus supplement, which became effective upon filing.

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the Notes the Issuer is offering and certain other matters relating to the Issuer. The second part, the accompanying prospectus, gives more general information about debt securities that the Issuer may offer from time to time, some of which may not apply to the Notes the Issuer is offering. The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. This information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC, to the extent incorporated by reference, will automatically update and supersede this information. See “Information Incorporated by Reference.” You should read this prospectus supplement along with the accompanying prospectus, as well as the documents incorporated by reference. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

We have not, and the underwriters have not, authorized any dealer, salesman or other person to provide you with any information or to make any representation other than those contained or incorporated by reference into this prospectus supplement or the accompanying prospectus and any free writing prospectus prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the Notes offered hereby, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement and the accompanying prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement and the accompanying prospectus are delivered or securities are sold on a later date.

Except as otherwise provided herein, as used in this prospectus supplement, the term “Issuer” refers to AbbVie Inc., a Delaware corporation, and not to any of its subsidiaries; and “AbbVie,” “we,” “us,” and “our” refer to AbbVie Inc. and its consolidated subsidiaries.

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SUMMARY

The following summary highlights information contained elsewhere in this prospectus supplement and the documents we incorporate by reference and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference into this prospectus supplement. This summary is not complete and may not contain all of the information that may be important to you. You should carefully read the following summary together with the entire prospectus supplement, including the “Risk Factors” section, the accompanying prospectus, and our consolidated financial statements and notes to those statements, before making an investment decision.

Company Overview

AbbVie is a global, diversified research-based biopharmaceutical company positioned for success with a comprehensive product portfolio that has leadership positions across immunology, neuroscience, oncology and aesthetics. AbbVie uses its expertise, dedicated people and unique approach to innovation to develop and market advanced therapies that address some of the world’s most complex and serious diseases.

AbbVie’s products are generally sold worldwide directly to wholesalers, distributors, government agencies, health care facilities, specialty pharmacies, and independent retailers from AbbVie-owned distribution centers and public warehouses. Certain products (including aesthetic products and devices) are also sold directly to physicians and other licensed healthcare providers. In the United States, AbbVie distributes pharmaceutical products principally through independent wholesale distributors, with some sales directly to retailers, pharmacies, patients, or other customers. Outside the United States, AbbVie sells products primarily to wholesalers or through distributors, and depending on the market works through largely centralized national payer systems to agree on reimbursement terms. Certain products are co-marketed or co-promoted with other companies. AbbVie operates as a single global business segment.

Pending Acquisition of Apogee

On June 18, 2026, the Issuer entered into a definitive agreement (the “Acquisition Agreement”) to acquire Apogee Therapeutics, Inc. (“Apogee”). Apogee is a clinical-stage biotechnology company advancing novel biologics with potential for differentiated efficacy and dosing for the treatment of atopic dermatitis, asthma and other inflammatory conditions. Under the terms of the agreement, AbbVie is expected to acquire all outstanding shares of Apogee for $135.11 per share in cash, for a total equity value of approximately $10.9 billion.

AbbVie expects that the Specified Acquisition will be completed in the third quarter of 2026, subject to receipt of regulatory approvals and the satisfaction or waiver of other customary closing conditions, including Apogee shareholder approval. There can be no assurance that the conditions to the Specified Acquisition will be satisfied or that the parties will be able to consummate the Specified Acquisition on a timely basis or at all. The completion of this offering of the Notes is not contingent on the consummation of the Specified Acquisition, nor is the Specified Acquisition contingent on this offering.

364-Day Delayed Draw Term Loan

On July 10, 2026, the Issuer entered into a new 364-day senior unsecured delayed draw term loan facility (the “364-Day Delayed Draw Term Loan Facility”) with Morgan Stanley Senior Funding, Inc., as administrative agent, and certain other financial institutions, as lenders, pursuant to which such financial institutions agreed to provide, subject to the satisfaction of customary closing conditions, up to $10.0 billion of senior unsecured term loans for the purpose of financing a portion of the Issuer’s cash payment obligations in connection with the Specified Acquisition and related fees, expenses, and other amounts in connection therewith. As of the date hereof, there are no outstanding borrowings under the 364-Day Delayed Draw Term Loan Facility. The net proceeds from the issuance of the Notes offered hereby will reduce commitments under the 364-Day Delayed Draw Term Loan Facility.

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Our Corporate Information

The Issuer was incorporated in Delaware on April 10, 2012. On January 1, 2013, the Issuer became an independent, publicly traded company as a result of the distribution by Abbott Laboratories (“Abbott”) of 100% of the outstanding common stock of the Issuer to Abbott’s shareholders. The Issuer’s common stock began trading “regular-way” under the ticker symbol “ABBV” on the New York Stock Exchange on January 2, 2013.

AbbVie also maintains an internet site at www.abbvie.com. AbbVie’s website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision.

The address of AbbVie’s principal executive offices is 1 North Waukegan Road, North Chicago, Illinois 60064. AbbVie’s telephone number is (847) 932-7900.

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The Offering

The summary below describes the principal terms of the Notes offered hereby. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should carefully review the “Description of Notes” section of this prospectus supplement, which contains a more detailed description of the terms and conditions of the Notes.

Issuer

AbbVie Inc.

Securities Offered

Mandatorily Redeemable Notes

$ aggregate principal amount of Floating Rate Notes.

$ aggregate principal amount of 20 Notes.

Long-Term Notes

$ aggregate principal amount of 20 Notes.

Interest Rate on Fixed Rate Notes

% per year for the 20 Notes.

Interest Rate on Floating Rate Notes

A floating rate equal to a benchmark rate, which will initially be Compounded SOFR (as defined herein), plus a spread of % per year. See “Description of Notes—Interest Rate on Floating Rate Notes—Compounded SOFR.”

Interest Payment Dates

, , , and of each year, commencing , 2026 for the Floating Rate Notes.

and of each year, commencing , 2027 for the 20 Notes.

and of each year, commencing , 2027 for the Fixed Rate Notes (other than the 20 Notes).

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Maturity Dates

, 20 for the Floating Rate Notes.

, 20 for the 20 Notes.

Optional Redemption

We may redeem the Fixed Rate Notes of any series at our option, in whole or in part, at any time and from time to time at the applicable redemption price set forth under the caption “Description of Notes—Optional Redemption.”

The Floating Rate Notes may not be redeemed prior to maturity (other than pursuant to a Special Mandatory Redemption, as described under the caption “Description of Notes—Special Mandatory Redemption”).

Special Mandatory
Redemption

Ranking

The Notes will be the Issuer’s unsecured, unsubordinated obligations, and will:

•

rank equally in right of payment with all of the Issuer’s existing and future unsecured, unsubordinated indebtedness, liabilities, and other obligations;

•

rank senior in right of payment to all of the Issuer’s future indebtedness that is subordinated to the Notes;

•

be effectively subordinated in right of payment to all of the Issuer’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and

•

be structurally subordinated in right of payment to all existing and future indebtedness, liabilities, and other obligations of the Issuer’s subsidiaries.

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Use of Proceeds

The Issuer expects the net proceeds to it from this offering will be approximately $ billion (after deducting underwriting discounts and its 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 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.

Certain Covenants

The indenture governing the Notes includes covenants that, among other things, limit the ability of the Issuer and its subsidiaries to create or permit to exist mortgages with respect to their principal domestic properties and certain other assets and to enter into sale and leaseback transactions with respect to such principal domestic properties, and limit the Issuer’s ability to consolidate with or merge into any other entity or convey, transfer, or lease the Issuer’s properties and assets substantially as an entirety. These covenants are subject to a number of important qualifications and limitations. See “Description of Notes.”

Trustee

U.S. Bank Trust Company, National Association (in its capacity as trustee, the “Trustee”).

Additional Notes

The Issuer may “re-open” each series of Notes and issue an unlimited principal amount of additional Notes of that series in the future without the consent of the holders.

Form and Denominations

The Notes will be book-entry only and registered in the name of a nominee of The Depository Trust Company (“DTC”). Investors may elect to hold interests in the Notes through DTC, Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as operator of the Euroclear System, if they are participants in these systems, or indirectly through organizations that are participants in these systems. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Risk Factors

You should carefully consider the information set forth herein under “Risk Factors” and the other information in this prospectus supplement and the documents incorporated herein by reference in deciding whether to purchase the Notes.

No Public Market

The Notes are new issues of securities with no established trading markets. We do not intend to apply for the Notes to be listed on any securities exchange or to arrange for the Notes to be quoted on any quotation system. Certain of the underwriters have advised us that they intend to make markets in the Notes, but they are not obligated to do so. The underwriters may discontinue any market-making in the Notes at any time without notice at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the prices you receive when you sell will be favorable. If the Notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions, and other factors.

Governing Law

The State of New York.

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RISK FACTORS

You should carefully consider the following risk factors, as well as the other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision. These risks are not the only risks that we face in our business and/or in connection with this offering. Our business, financial condition and results of operations and/or the Notes offered hereby could also be affected by additional factors that are not presently known to us or that we currently do not consider to be material. In this section, when we refer to the applicability of the Secured Overnight Financing Rate to the Floating Rate Notes, we mean the Floating Rate Notes at any time when the interest rate on the Floating Rate Notes is or will be determined based on the Secured Overnight Financing Rate, including Compounded SOFR, and when we refer to the “benchmark transition provisions” and certain defined terms in those provisions, we mean the benchmark transition provisions and defined terms that are described under “Description of Notes—Interest Rate on Floating Rate Notes—Effect of Benchmark Transition Event.”

Risks Relating to Our Business

For a discussion of the risks related to our business, you should carefully consider the risks, uncertainties and assumptions discussed under “Part I—Item 1A. Risk Factors” in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents that we subsequently file with the SEC that update, supplement or supersede such information, all of which are incorporated by reference into this prospectus supplement. See “Where to Obtain More Information.”

Risks Related to this Offering

In addition to indebtedness that will be issued in this offering, the Issuer has significant outstanding unused borrowing capacity and significant outstanding debt and may incur additional debt in the future. The terms of such indebtedness could restrict the activities of AbbVie.

As of June 30, 2026, AbbVie had $68.4 billion aggregate principal amount (calculated based on exchange rates in effect as of June 30, 2026) of outstanding unsecured senior notes (the “Existing Notes”). The Existing Notes are unsecured, unsubordinated obligations of the Issuer and rank equally in right of payment with all of the Issuer’s existing and future unsecured, unsubordinated indebtedness, liabilities, and other obligations. The Issuer may redeem the Existing Notes prior to maturity at redemption prices specified therein, in accordance with their respective terms.

In July 2026, the Issuer entered into a $10.0 billion 364-day delayed draw term loan facility (the “364-Day Delayed Draw Term Loan Facility”) that matures 364 days following the funding of term loans thereunder, proceeds from which may be used to finance a portion of the Issuer’s cash payment obligations in connection with the Specified Acquisition and related fees, expenses, and other amounts in connection therewith. The Issuer also has a $3.0 billion five-year revolving credit facility that matures in January 2030 (the “2030 Revolving Credit Facility”), which it entered into in January 2025, a $5.0 billion five-year revolving credit facility that matures in March 2028 (the “2028 Revolving Credit Facility” and, together with the 2030 Revolving Credit Facility, the “Revolving Credit Facilities”), which it entered into in March 2023, and a $2.0 billion fixed-rate term loan facility that matures in April 2027 (the “Term Loan Facility” and, together with the 364-Day Delayed Draw Term Loan Facility and the Revolving Credit Facilities, the “credit facilities”), which it entered into in October 2024. There are currently no amounts outstanding under the 364-Day Delayed Draw Term Loan Facility, no amounts outstanding under the Revolving Credit Facilities, and $2.0 billion aggregate principal amount of loans outstanding under the Term Loan Facility. The credit facilities impose restrictions on the Issuer and its subsidiaries, including certain restrictions on their ability to incur liens on their assets. In addition, these credit facilities require the Issuer to maintain compliance with a financial covenant. The Issuer’s ability to comply with these restrictions and covenants may be affected by events beyond its control. If the Issuer breaches any of these restrictions or covenants and does not obtain a waiver from the lenders under the applicable credit facility, then, subject to applicable cure periods, any outstanding indebtedness under such credit facility could be declared immediately due and payable. AbbVie may also incur significantly more debt in the future.

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The Issuer has limited direct operations and depends on dividends and other distributions from its subsidiaries.

The Issuer has limited direct operations. The Issuer’s principal assets are the equity interests that the Issuer holds in its subsidiaries. As a result, the Issuer depends on dividends and other distributions from its subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of principal and interest on its outstanding indebtedness. The Issuer’s subsidiaries are legally distinct from the Issuer and have no obligation to pay amounts due on the Issuer’s indebtedness or to make funds available for such payment. In addition, the Issuer’s subsidiaries will be permitted under the terms of the indenture governing the Notes to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to the Issuer. The Issuer cannot assure you that the agreements governing the current and future indebtedness of its subsidiaries will permit such subsidiaries to provide it with sufficient dividends, distributions or loans to fund payments on the Notes when due.

An increase in interest rates could result in a decrease in the market values of the Fixed Rate Notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate decline in value because the premium over market interest rates, if any, will decline. Consequently, if you purchase the Fixed Rate Notes and market interest rates increase, the market values of your Fixed Rate Notes may decline. The Issuer cannot predict the future level of market interest rates.

Changes in the Issuer’s credit ratings may adversely affect the values of the Notes and the Issuer’s credit ratings may not reflect all risks of your investment in the Notes.

Any ratings assigned to the Notes could be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency’s judgment, circumstances warrant. Actual or anticipated changes or downgrades in the Issuer’s credit ratings, including any announcement that the Issuer’s ratings are under further review for a downgrade, could affect the market values of the Notes.

Any credit ratings assigned or that will be assigned to the Notes are limited in scope and do not address all material risks relating to an investment in the Notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the applicable rating agencies, if, in such rating agency’s judgment, circumstances so warrant.

Agency credit ratings are not a recommendation to buy, sell, or hold any security. Each agency’s rating should be evaluated independently of any other agency’s rating. Actual or anticipated changes or downgrades in the Issuer’s credit ratings, including any announcement that its ratings are under further review for a downgrade, could affect the market values of the Notes and increase the Issuer’s corporate borrowing costs.

The indenture governing the Notes will not restrict the amount of additional debt that AbbVie may incur.

The Notes and the indenture under which the Notes will be issued do not place any limitation on the amount of debt that AbbVie may incur (other than certain limited restrictions on the incurrence of certain secured debt). AbbVie’s incurrence of additional debt may have important consequences for you as a holder of the Notes, including making it more difficult for the Issuer to satisfy its obligations with respect to the Notes, a loss in the market values of the Notes and a risk that any credit rating of the Notes is lowered or withdrawn. In addition, the Issuer is not restricted under the indenture governing the Notes from paying dividends or issuing or repurchasing its securities.

There are no financial covenants in the indenture governing the Notes. Except for the covenants described under “Description of Notes—Certain Covenants of AbbVie” and “Description of Notes—Consolidation, Merger and Sale of Assets,” there are no covenants or any other provisions in the indenture under which the Notes will be issued which may afford you protection in the event of a highly leveraged transaction, including one that may or may not result in a change of control of the Issuer.

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If the Issuer is required to redeem the Mandatorily Redeemable Notes in connection with a Special Mandatory Redemption, holders of the Mandatorily Redeemable Notes may not obtain their expected return on such Mandatorily Redeemable Notes.

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 has been terminated prior to the consummation of the Specified Acquisition, or otherwise notifies the Trustee in writing that it will not pursue the consummation of the Specified Acquisition, the Issuer will be required to redeem 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 (a “Special Mandatory Redemption”). The Long-Term Notes will not be subject to any Special Mandatory Redemption. AbbVie’s ability to consummate the Specified Acquisition is subject to various closing conditions, including regulatory approvals and other matters over which we have limited or no control. If AbbVie is required to redeem the Mandatorily Redeemable Notes, holders of such Mandatorily Redeemable Notes may not obtain their expected return on such Mandatorily Redeemable Notes and may not be able to reinvest the proceeds from a Special Mandatory Redemption in an investment that results in a comparable return. Holders of the Mandatorily Redeemable Notes will have no right to opt out of the Special Mandatory Redemption provisions of such Notes.

Further, holders of the Mandatorily Redeemable Notes will have no rights under the Special Mandatory Redemption provisions of such Notes unless a Special Mandatory Redemption is triggered in the manner described above, nor will such holders have any right to require the Issuer to redeem the Mandatorily Redeemable Notes if, between the closing of the Notes offering and the closing of the Specified Acquisition, we experience any changes in our business or financial condition or if the terms of the Specified Acquisition change.

AbbVie may not have or be able to obtain all the funds necessary to redeem the Mandatorily Redeemable Notes and may be unable to redeem the Mandatorily Redeemable Notes in the event of a Special Mandatory Redemption.

The Issuer is not obligated to place the proceeds of this offering of Notes in escrow prior to the closing of the Specified Acquisition or to provide a security interest in such proceeds, and there are no other restrictions on our use of such proceeds during such time. Accordingly, the Issuer will need to fund any Special Mandatory Redemption using proceeds that it has voluntarily retained or from other sources of liquidity. As a result, in the event of a Special Mandatory Redemption, the Issuer may not have sufficient funds to redeem the Mandatorily Redeemable Notes. This could be the case, for example, if the Issuer or any of its subsidiaries commence a bankruptcy or reorganization case, or such a case is commenced against the Issuer or one of its subsidiaries before we redeem the Mandatorily Redeemable Notes.

There are currently no markets for the Notes, and active trading markets may not develop for the Notes.

The Notes will constitute new issues of securities for which there are no established public markets. The Issuer does not expect to have the Notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. Certain of the underwriters have advised the Issuer that they expect to make a market for each series of the Notes as permitted by applicable laws and regulations. However, the underwriters are not obligated to make a market for any series of the Notes, and they may discontinue their market-making activities at any time without notice. In addition, the liquidity of the trading markets in the Notes and the market prices quoted for the Notes may be adversely affected by changes in the overall market for securities and by changes in AbbVie’s financial performance or prospects or changes in the financial performance or prospects of companies in AbbVie’s industry. Active trading markets for the Notes may not develop or be sustained and there can be no assurance as to the liquidity of any markets that do develop. You may not be able to sell your Notes at a particular time, and the price that you receive when you sell may not be favorable.

The Issuer has broad discretion to determine that a property is not a principal domestic property and therefore not subject to certain covenants in the indenture governing the Notes.

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properties and certain other assets, and to enter into sale and leaseback transactions with respect to such principal domestic properties. The indenture governing the Notes provides that a principal domestic property means any building, structure, or other facility, together with the land on which it is erected and fixtures comprising a part thereof, used primarily for manufacturing, processing, research, warehousing, or distribution and located in the United States (excluding its territories and possessions and Puerto Rico), owned or leased by the Issuer or any of its domestic subsidiaries and having a net book value which, on the date the determination as to whether a property is a principal domestic property is being made, exceeds 2% of the consolidated net assets of the Issuer, other than any such building, structure, or other facility or a portion thereof (i) which is an air or water pollution control facility financed by state or local governmental obligations or (ii) which the chairman of the board, chief executive officer, an executive vice president, a senior vice president, or a vice president of the Issuer, and the chief financial officer, treasurer or an assistant treasurer of the Issuer, determine in good faith, at any time on or prior to such date, is not of material importance to the total business conducted, or assets owned, by the Issuer and its subsidiaries as a whole. Although it has not yet done so, under the terms of the indenture governing the Notes, the chairman of the board of the Issuer or any of the Issuer’s executive officers listed above may determine from time to time that a property owned by the Issuer or a subsidiary thereof is not a principal domestic property and therefore such property is not subject to the covenants in the indenture governing the Notes. As of the date of this prospectus supplement, neither the Issuer, nor any of its subsidiaries, has any property that constitutes a principal domestic property under the indenture governing the Notes.

The Notes will not be guaranteed by any of the Issuer’s subsidiaries and are structurally subordinated to any existing or future preferred stock, indebtedness, guarantees, and other liabilities of the Issuer’s subsidiaries.

The Notes will be obligations exclusively of the Issuer and will not be guaranteed by any of the Issuer’s subsidiaries. As a result, the Notes will be structurally subordinated to existing or future preferred stock, indebtedness, guarantees, and other liabilities, including trade payables, of the Issuer’s subsidiaries. The indenture governing the Notes does not restrict the Issuer or its subsidiaries from incurring substantial additional indebtedness in the future.

As of June 30, 2026, on a pro forma basis, giving effect to the issuance and sale of the Notes, the Issuer would have had approximately $ billion of outstanding indebtedness. In addition, the Issuer has unused borrowing capacity of up to $8.0 billion under the Revolving Credit Facilities. The Issuer’s subsidiaries are separate and distinct legal entities from the Issuer and such subsidiaries have no obligation to pay any amounts due on the Notes or to provide the Issuer with funds to meet the payment obligations on the Notes. Any payment of dividends, loans, or advances by the Issuer’s subsidiaries could be subject to statutory or contractual restrictions and will be contingent upon the subsidiaries’ earnings and business considerations.

The Issuer’s right to receive any assets of any of its subsidiaries upon their bankruptcy, liquidation, or similar reorganization, and the rights of the holders of the Notes, will be structurally subordinated to all existing and future indebtedness of such subsidiaries and other liabilities of such subsidiaries.

The Notes are subject to prior claims of secured creditors.

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, and will be effectively subordinated in right of payment to all of the Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. As of June 30, 2026, the Issuer did not have any significant secured debt outstanding. However, each of the indenture governing the Notes and the agreements governing the Issuer’s credit facilities permits the Issuer and its subsidiaries to incur secured debt under certain circumstances, and the amounts could be substantial. If the Issuer incurs any debt secured by its assets or the assets of its subsidiaries, these assets could be subject to the claims of secured creditors that are prior to your claim as a holder of Notes.

In the event of a bankruptcy, liquidation, or similar proceeding, the pledged assets of the Issuer would be available to satisfy obligations in respect of the secured debt before any payment could be made on the Notes. As a result, the Notes will be effectively subordinated to any secured debt that the Issuer may have to the extent of the value of the assets securing such debt. To the extent that such pledged assets cannot

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satisfy such secured debt, the holders of such debt would have a claim for any shortfall that would rank equally in right of payment with the Notes.

The Issuer may choose to redeem the Fixed Rate Notes of any series prior to maturity.

The Issuer may redeem some or all of the Fixed Rate Notes of any series at any time. See “Description of Notes—Optional Redemption.” Although the Fixed Rate Notes contain provisions designed to compensate you for the lost value of such Notes if the Issuer redeems some or all of such Notes prior to maturity, they are only an approximation of this lost value and may not adequately compensate you. Furthermore, depending on prevailing interest rates at the time of any such redemption, you may not be able to reinvest the redemption proceeds in a comparable security at an interest rate as high as the interest rate of the Fixed Rate Notes being redeemed or at an interest rate that would otherwise compensate you for any lost value as a result of any such redemption of Fixed Rate Notes.

Risks Relating to the Floating Rate Notes

The future performance of SOFR cannot be predicted based on historical performance.

Publication of SOFR began in April 2018. The future performance of SOFR (as defined herein) cannot be predicted based on the limited historical performance. Levels of SOFR going forward may bear little or no relation to the historical actual or historical indicative data. Prior observed patterns, if any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. Because only limited historical data have been released by the Federal Reserve Bank of New York, such analysis inherently involves assumptions, estimates and approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR may be inferred from any of the historical actual or historical indicative data. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential performance of SOFR. There can be no assurance that SOFR will be positive. Investors in the Floating Rate Notes may not be able to sell the Floating Rate Notes at all or may not be able to sell the Floating Rate Notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

The interest rate on the Floating Rate Notes is based on a Compounded SOFR rate and the SOFR Index.

For each Floating Rate Notes interest period, the interest rate on the Floating Rate Notes is based on Compounded SOFR, which is calculated using the SOFR Index (as defined herein) published by the Federal Reserve Bank of New York according to the specific formula described under “Description of Notes—Interest Rate on Floating Rate Notes—Compounded SOFR,” not the SOFR rate published on or in respect of a particular date during such Floating Rate Notes interest period or an arithmetic average of SOFR rates during such period. For this and other reasons, the interest rate on the Floating Rate Notes during any Floating Rate Notes interest period will not be the same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a particular date during a Floating Rate Notes interest period is negative, its contribution to the SOFR Index will be negative, resulting in a reduction to Compounded SOFR used to calculate the interest payable on the Floating Rate Notes on the Floating Rate Notes interest payment date for such Floating Rate Notes interest period.

Compounded SOFR with respect to a particular Floating Rate Notes interest period will only be capable of being determined near the end of the relevant Floating Rate Notes interest period.

The level of Compounded SOFR applicable to a particular Floating Rate Notes interest period and, therefore, the amount of interest payable with respect to such Floating Rate Notes interest period will be determined on the Interest Payment Determination Date (as defined herein) for such Floating Rate Notes interest period. Because each such date is near the end of such Floating Rate Notes interest period, you will not know the amount of interest payable with respect to a particular Floating Rate Notes interest period until shortly prior to the related Floating Rate Notes interest payment date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such Floating Rate Notes interest

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payment date. In addition, some investors may be unwilling or unable to trade the Floating Rate Notes without changes to their information technology systems, both of which could adversely impact the liquidity and trading price of the Floating Rate Notes.

SOFR or the SOFR Index may be modified or discontinued and the Floating Rate Notes may bear interest by reference to a rate other than Compounded SOFR, which could adversely affect the value of the Floating Rate Notes.

The SOFR Index is published by the Federal Reserve Bank of New York based on data received by it from sources other than us, and we have no control over its methods of calculation, publication schedule, rate revision practices or availability of the SOFR Index at any time. There can be no guarantee that the SOFR Index will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Floating Rate Notes. If the manner in which the SOFR Index is calculated, including the manner in which SOFR is calculated, is changed, that change may result in a reduction of the amount of interest payable on the Floating Rate Notes, which may adversely affect the trading prices of the Floating Rate Notes. The Federal Reserve Bank of New York may withdraw, modify, amend, suspend or discontinue the publication of the SOFR Index or SOFR data in its sole discretion and without notice (in which case a fallback method of determining the interest rate on the Floating Rate Notes as further described under “Description of Notes—Interest Rate on Floating Rate Notes—Compounded SOFR” will apply) and has no obligation to consider the interests of holders of the Floating Rate Notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR or the SOFR Index. The interest rate for any interest period will not be adjusted for any modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of New York may publish after the interest rate for that interest period has been determined.

If the Issuer or its Designee (as defined herein) determines that a Benchmark Transition Event (as defined herein) and its related Benchmark Replacement Date (as defined herein) have occurred in respect of the SOFR Index, then the interest rate on the Floating Rate Notes will no longer be determined by reference to the SOFR Index, but instead will be determined by reference to a different rate, which will be a different rate plus a spread adjustment, which the Issuer refers to as a “Benchmark Replacement,” as further described under “Description of Notes—Interest Rate on Floating Rate Notes—Effect of Benchmark Transition Event.”

The Issuer or an affiliate of the Issuer will or could have authority to make determinations, decisions and elections that could affect the return on, value of and market for the Floating Rate Notes.

Under the terms of the Floating Rate Notes, the Issuer is authorized to make certain determinations, decisions and elections with respect to the interest rate on the Floating Rate Notes. The Issuer will make any such determination, decision or election in its sole discretion, and any such determination, decision or election that it makes could affect the amount of interest payable on the Floating Rate Notes. For example, if the Issuer determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Floating Rate Notes, then the Issuer will determine, among other things, the Benchmark Replacement, Benchmark Replacement Adjustment and Benchmark Replacement Conforming Changes (each as defined herein). Furthermore, the Issuer is authorized to appoint a designee (which may be one of its affiliates) to make certain of the determinations, decisions and elections that the Issuer is authorized to make under the terms of the Floating Rate Notes, including any determination that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, and the related determinations of the Benchmark Replacement and Benchmark Replacement Adjustment. Any exercise of discretion by the Issuer, or by one of its affiliates acting as the Issuer’s designee, under the terms of the Floating Rate Notes could present a conflict of interest. In addition, the Issuer or an affiliate of the Issuer may assume the duties of calculation agent for the Floating Rate Notes. In making any required determinations, decisions and elections under the terms of the Floating Rate Notes, the Issuer or any affiliate acting as its designee, including if the Issuer or an affiliate is acting as calculation agent, may have economic interests that are adverse to the interest of the holders of those Notes, and those determinations, decisions or elections could have a material adverse effect on the return on, value of and market for those Notes. All determinations, decisions or elections by the Issuer, or by one of its affiliates acting as its designee, including those made by the Issuer or by its affiliate acting as calculation agent, will be conclusive and binding absent manifest error.

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USE OF PROCEEDS

The Issuer expects the net proceeds to it from this offering will be approximately $ billion (after deducting underwriting discounts and its 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 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.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2026, on an actual basis and as adjusted to give effect to the issuance and sale of the Notes.

Actual amounts set forth in the table are subject to adjustments and may differ at the time of issuance of the Notes depending on several factors, including changes in the actual amount of fees and expenses related to the proposed transactions and the outstanding amount of indebtedness at that time.

You should read this table in conjunction with the “Use of Proceeds” section and the consolidated financial statements and accompanying notes thereto and other financial information, which are incorporated by reference into this prospectus supplement.

	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

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	As of June 30, 2026
(dollars in millions)	Actual			As Adjusted
5.35% senior notes due 2044			750		750
4.70% senior notes due 2045			2,700		2,700
4.75% senior notes due 2045			881		881
4.45% senior notes due 2046			2,000		2,000
4.875% senior notes due 2048			1,750		1,750
4.25% senior notes due 2049			5,750		5,750
5.40% senior notes due 2054			3,000		3,000
5.60% senior notes due 2055			750		750
5.55% senior notes due 2056			1,250		1,250
5.50% senior notes due 2064			1,500		1,500
5.65% senior notes due 2066			500		500
Notes offered hereby:
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			—
Fair value hedges(b)			(83)		(83)
Unamortized bond discounts(b)			(124)		(124)
Unamortized deferred financing costs(b)			(285)		(285)
Unamortized bond premiums(b)			478		478
Other(b)			441		441
Stockholders’ equity (deficit)			(5,935)		(5,935)
Total capitalization		$	64,887

(a)

Based on a U.S. dollar to Euro exchange rate as of June 30, 2026.

(b)

Excludes the impact of the Notes offered hereby.

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DESCRIPTION OF NOTES

The Notes will be issued under an indenture, dated as of November 8, 2012 (the “indenture”), between AbbVie and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by one or more supplemental indentures relating to the Notes. The following description of the terms of the Notes supplements and, to the extent it is inconsistent therewith, replaces, the description of the general terms of debt securities set forth in the accompanying prospectus, to which description reference is hereby made. The following summary of certain provisions of the indenture and the Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture and the Notes, including the definitions of certain terms therein and those terms made part thereof by the Trust Indenture Act of 1939 (the “Trust Indenture Act”), as amended. In this description, all references to “AbbVie,” “we,” “our,” and “us” mean AbbVie Inc. only.

General

Mandatorily Redeemable Notes

AbbVie is issuing $ aggregate principal amount of Floating Rate Notes (the “Floating Rate Notes”). The Floating Rate Notes will mature on , 20 . The Floating Rate Notes will bear interest at a floating rate per annum equal to Compounded SOFR plus a spread of %.

AbbVie is issuing $ aggregate principal amount of 20 Notes (the “20 Notes”). The 20 Notes will mature on , 20 . Interest on the 20 Notes will accrue at the rate of % per annum.

Long-Term Notes

AbbVie is issuing $ aggregate principal amount of 20 Notes (the “20 Notes”). The 20 Notes will mature on , 20 . Interest on the 20 Notes will accrue at the rate of % per annum.

AbbVie is issuing $ aggregate principal amount of 20 Notes (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”). The 20 Notes will mature on , 20 . Interest on the 20 Notes will accrue at the rate of % per annum.

The Notes will be issued in fully registered form and shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

In the future, AbbVie may, without the consent of the holders, increase the principal amount of any series of Notes offered hereby. The Notes of each series and any additional Notes of such series subsequently

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issued under the indenture will be treated as a single series or class for all purposes under the indenture, including, without limitation, waivers, amendments, and redemptions; provided that, if any such additional Notes are not fungible with the existing Notes for United States federal income tax purposes, such additional Notes will have a separate CUSIP number.

The indenture limits neither the amount of debt that AbbVie may issue under the indenture, nor the amount of other debt or securities that AbbVie or any of its subsidiaries may issue. AbbVie may issue debt securities under the indenture from time to time in one or more series, each in an amount authorized prior to issuance. Other than the restrictions contained in the indenture on secured debt and sale/leaseback transactions described below under “—Certain Covenants of AbbVie” and the restrictions described below under “—Consolidation, Merger and Sale of Assets,” the indenture does not contain any covenants or other provisions designed to protect holders of the debt securities in the event AbbVie participates in a highly leveraged transaction. In addition, the indenture does not limit AbbVie’s ability to guarantee any indebtedness of its subsidiaries or any other person.

We may redeem the Fixed Rate Notes of any series at our option, in whole or in part, at any time and from time to time, at the applicable redemption price set forth under the caption “Description of Notes—Optional Redemption”. The Floating Rate Notes may not be redeemed prior to maturity (other than pursuant to a Special Mandatory Redemption, as described under the caption “Description of Notes—Special Mandatory Redemption”).

We may be required to redeem the Floating Rate Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes or the 20 Notes (the “Mandatorily Redeemable Notes”) on or prior to the Special Mandatory Redemption Date (as defined herein) at the redemption price described under “Description of Notes—Special Mandatory Redemption” below. The 20 Notes and the 20 Notes (the “Long-Term Notes”) will not be subject to any Special Mandatory Redemption.

Interest on the 20 Notes will be payable semi-annually in arrears on and of each year, commencing , 2027, interest on each series of Fixed Rate Notes (other than the 20 Notes) will be payable semi-annually in arrears on and of each year, commencing , 2027, and interest on the Floating Rate Notes will be payable quarterly in arrears on , , , and of each year, commencing , 2026, in each case, to the persons in whose names such Notes are registered at the close of business on the date that is 15 calendar days prior to the relevant interest payment date (whether or not a business day). Interest on the Fixed Rate Notes will be paid on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Floating Rate Notes will be paid on the basis of the actual number of days in an interest period and a 360-day year.

In any case where any interest or other payment date of any Note is not a business day at the applicable place of payment, then payment of interest or principal (and premium, if any) need not be made at such place of payment on such date, but may be made on the next succeeding business day at such place of payment with the same force and effect as if made on the applicable interest or other payment date, provided that no interest shall accrue for the period from and after such interest or other payment date.

Interest Rate on Fixed Rate Notes

The interest rate on the 20 Notes is % per year, computed on the basis of a 360-day year of twelve 30-day months.

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The interest rate on the 20 Notes is % per year, computed on the basis of a 360-day year of twelve 30-day months.

Interest Rate on Floating Rate Notes

The Floating Rate Notes will bear interest for each interest period at a rate determined by the Calculation Agent (as defined herein), except as set forth below. The calculation agent will be U.S. Bank Trust Company, National Association until such time as we appoint a successor calculation agent (the “Calculation Agent”). The interest rate on the Floating Rate Notes for a particular interest period (as defined below) will be an annual rate equal to a benchmark rate, which will initially be Compounded SOFR, determined as described below, plus a spread of % per year (the “spread”), computed on the basis of the actual number of days in an interest period and a 360-day year. In no event will the interest rate on the Floating Rate Notes be higher than the maximum rate permitted by New York law, as the same may be modified by U.S. law of general application, or lower than zero. The interest determination date for an interest period will be the date that is two U.S. Government Securities Business Days (as defined below) before the applicable interest payment date. Promptly upon determination, the Calculation Agent will inform the Trustee, and us or, in certain circumstances described below, we or our designee (which may be an independent financial advisor or such other designee of ours (any of such entities, a “Designee”)) will inform the Trustee, of the interest rate for such interest period. Absent manifest error, the determination of the interest rate by the Calculation Agent or, in certain circumstances described below, by us or our Designee, shall be binding and conclusive on the holders of the Floating Rate Notes, the Trustee and us. For the avoidance of doubt, in no event shall the Calculation Agent, Trustee, or paying agent be the Designee.

None of the Trustee, the paying agent or the Calculation Agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of Compounded SOFR (or any other benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, the paying agent and the Calculation Agent shall be entitled to conclusively rely on any determinations made by AbbVie or its Designee without independent investigation, and none will have any liability for actions taken at the direction of AbbVie.

Any determination, decision or election that may be made by AbbVie or its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, may be made in AbbVie or its Designee’s sole discretion and, notwithstanding anything to the contrary in the transaction documents, will become effective without consent from any other party. None of the Trustee, the paying agent or the Calculation Agent will have any responsibility or liability for any determination made by or on behalf of AbbVie or its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement.

None of the Trustee, the paying agent or the Calculation Agent shall be responsible or liable for any inability, failure or delay on its part to perform any of its duties set forth in this prospectus supplement as a result of the unavailability of Compounded SOFR or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in

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providing any direction, instruction, notice or information required or contemplated by the terms of this prospectus supplement and reasonably required for the performance of such duties. None of the Trustee, the paying agent or the Calculation Agent shall be responsible or liable for AbbVie’s actions or omissions or for those of its Designee, or for any failure or delay in the performance by AbbVie or its Designee, nor shall any of the Trustee, the paying agent or the Calculation Agent be under any obligation to oversee or monitor AbbVie’s performance or that of the Designee.

The term “interest period,” with respect to the Floating Rate Notes, means the period from, and including, the most recent interest payment date for the Floating Rate Notes (or, with respect to the initial interest period only, from and including , 2026) to, but excluding, the next succeeding interest payment date for the Floating Rate Notes or, in the case of the last such period, from, and including, the interest payment date for the Floating Rate Notes immediately preceding the maturity date to, but excluding, the maturity date.

Compounded SOFR

The interest rate on the Floating Rate Notes for each interest period will be equal to Compounded SOFR plus the spread. “Compounded SOFR” will be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, e.g., 3.753973% (or .03753973) being rounded down to 3.75397% (or .0375397) and 3.753978% (or .03753978) being rounded up to 3.75398% (or .0375398)):

where:

“SOFR IndexStart” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first date of the relevant interest period;

“SOFR IndexEnd” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the interest payment date relating to such interest period; and

“dc” is the number of calendar days in the applicable Observation Period.

For purposes of determining Compounded SOFR, “SOFR Index” means, with respect to any U.S. Government Securities Business Day:

(1)

the SOFR Index published for such U.S. Government Securities Business Day as such value appears on the Federal Reserve Bank of New York’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); or

(2)

if the SOFR Index specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailability” provisions below.

“Interest Payment Determination Date” is the date that is two U.S. Government Securities Business Days before each interest payment date.

“Observation Period” is, in respect of each interest period for the Floating Rate Notes, the period from, and including, the date that is two U.S. Government Securities Business Days preceding the first date in such interest period to, but excluding, the Interest Payment Determination Date for such interest period.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s Website.

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“U.S. Government Securities Business Day” is any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

For the avoidance of doubt, the calculation of Compounded SOFR shall exclude the spread of % per year.

Notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, if we or our Designee determines on or prior to the relevant Reference Time (as defined herein) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the benchmark replacement provisions set forth herein will thereafter apply to all determinations of the rate of interest payable on the Floating Rate Notes.

For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each interest period on the Floating Rate Notes will be an annual rate equal to the sum of the Benchmark Replacement (as defined below) and the spread.

SOFR Index Unavailability

If a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Payment Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the website of the Federal Reserve Bank of New York, at https://www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates, or any successor source. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation period” shall be replaced with “Observation Period” and the words “that is, 30-,90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day, “i”, in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the Federal Reserve Bank of New York’s Website.

Effect of Benchmark Transition Event

If AbbVie or our Designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and for all determinations on all subsequent dates.

In connection with the implementation of a Benchmark Replacement, AbbVie (or our Designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.

Any determination, decision or election that may be made by AbbVie (or our Designee) pursuant to this Section titled “Effect of Benchmark Transition Event,” including any determination with respect to tenor, rate or adjustment or of the occurrence or nonoccurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in AbbVie’s (or our Designee’s) sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, shall become effective without consent from the holders of the Floating Rate Notes or any other party.

“Benchmark” means, initially, Compounded SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by AbbVie (or our Designee) as of the Benchmark Replacement Date:

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(1)

the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;

(2)

the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(3)

the sum of: (a) the alternate rate of interest that has been selected by AbbVie (or our Designee) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by AbbVie (or our Designee) as of the Benchmark Replacement Date:

(1)

the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

(3)

the spread adjustment (which may be a positive or negative value or zero) that has been selected by AbbVie (or our Designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of “interest period” and “Observation Period,” the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors and other administrative matters) that AbbVie (or our Designee) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if AbbVie (or our Designee) decides that adoption of any portion of such market practice is not administratively feasible or if AbbVie (or our Designee) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as AbbVie (or our Designee) determines is reasonably necessary).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

For the avoidance of doubt, for purposes of the definitions of Benchmark Replacement Date and Benchmark Transition Event, references to Benchmark also include any reference rate underlying such Benchmark.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)

a public statement or publication of information by or on behalf of the administrator of the

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Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3)

a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“Reference Time” with respect to any determination of the Benchmark for the Floating Rate Notes means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time and (2) if the Benchmark is not Compounded SOFR, the time determined by us or our Designee after giving effect to the Benchmark Replacement Conforming Changes.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

Date Interest Begins to Accrue on Notes

Interest will begin to accrue on the Floating Rate Notes on , 2026.

Interest will begin to accrue on the 20 Notes on , 2026.

Optional Redemption

Prior to the applicable Par Call Date (as defined below), in the case of each series of Fixed Rate Notes other than the 20 Notes, or, in the case of the 20 Notes, at any time, we may redeem the Fixed Rate

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Notes of any series at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming such Fixed Rate Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus basis points for the 20 Notes, basis points for the 20 Notes, basis points for the 20 Notes, basis points for the 20 Notes, basis points for the 20 Notes, basis points for the 20 Notes, and basis points for the 20 Notes less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Fixed Rate Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the applicable Par Call Date, we may redeem the Fixed Rate Notes of any series (other than the 20 Notes), in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Fixed Rate Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The following terms are relevant to the determination of the redemption price.

“Par Call Date” means:

•