Common Shares, Without Par Value ABT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_______________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~December 12~~January 22, ~~2025~~2026

Date of Report (Date of earliest event reported)

ABBOTT LABORATORIES

(Exact name of registrant as specified in charter)

Illinois	1-2189	36-0698440
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

_______________________________________________________

Illinois

1-2189

36-0698440

(State or other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification  No.)

_______________________________________________________

100 Abbott Park Road

Abbott Park, Illinois 60064-6400

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (224) 667-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class ~~Trading Symbol~~TradingSymbol(s) Name of Each ~~Exchange~~Exchangeon on Which Registered Common Shares, Without Par Value ABT New York Stock ~~Exchange~~ExchangeNYSE ~~NYSE~~ Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ o

Item 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

On ~~December 12~~January 22, ~~2025~~2026, ~~Nita~~Abbott ~~Ahuja,~~Laboratories ~~M.D.~~announced ~~was~~its ~~named~~results toof operations for the ~~Abbott~~fourth ~~Laboratories’ (“Abbott”)~~quarter ~~Board~~and offull ~~Directors~~year 2025.

~~Item~~Furnished 5as Exhibit 99.031, ~~Amendments~~and incorporated herein by reference, is the news release issued by Abbott announcing those results. In that news release, Abbott uses various non-GAAP financial measures including, among others, net earnings excluding specified items. These non-GAAP financial measures adjust for factors that are unusual or unpredictable, such as expenses primarily associated with acquisitions, restructuring actions, legal reserves, fair value adjustments to ~~Articles~~the contingent consideration related to business acquisitions, certain regulatory costs, adjustments related to prior recognition of ~~Incorporation~~a orsignificant ~~Bylaws;~~non-cash ~~Change~~deferred tax benefit, tax benefits associated with specified items, net tax benefit as a result of the resolution of various tax positions related to prior years, and excess tax benefits associated with share-based compensation. These non-GAAP financial measures also exclude intangible amortization expense to provide greater visibility on the results of operations excluding these costs, similar to how Abbott’s management internally assesses performance. Abbott’s management believes the presentation of these non-GAAP financial measures provides useful information to investors regarding Abbott’s results of operations as these non-GAAP financial measures allow investors to better evaluate ongoing business performance. Abbott’s management also uses these non-GAAP financial measures internally to monitor performance of the businesses. Abbott, however, cautions investors to consider these non-GAAP financial measures in ~~Fiscal~~addition ~~Year~~to, and not as a substitute for, financial measures prepared in accordance with GAAP.

OnItem December 12, 2025, Abbott’s Board of Directors amended the first sentence of Article III, Section 2 of Abbott’s by-laws to provide that Abbott’s Board of Directors shall consist of thirteen persons, effective as of December 12, 20259.01 Financial ~~Abbott’s~~Statements ~~by-laws~~and ~~previously provided that the Board of Directors consisted of twelve persons.~~Exhibits

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Exhibit

99.1						Press Release dated January 22, 2026 (furnished pursuant to Item 2.02).

104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

	Exhibit No.	Exhibit
	99.1	By-Laws of Abbott Laboratories, as amended and restated, effective December 12, 2025.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~ABBOTT LABORATORIES~~		ABBOTT LABORATORIES
Date: December 12, 2025	By:	/s/ Philip P. Boudreau
Date: January 22, 2026			By:	/s/ Philip P. Boudreau
		~~Philip P. Boudreau~~		Philip P. Boudreau
		~~Executive Vice President, Finance and Chief Financial Officer~~		Executive Vice President, Finance and Chief Financial Officer

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