Stewart Jeffrey Ryan 4

What Happened

• Stewart Jeffrey Ryan, Executive Vice President & Chief Commercial Officer of AbbVie, was the recipient of awards on Feb 18, 2026 totaling 80,561 shares (recorded at $0.00). The filing shows four performance-based equity awards (26,063; 9,266; 9,432; 8,988 shares) and a derivative award/employee stock option for 26,812 shares. The performance awards were certified by the Compensation Committee and the shares will be issued on Feb 28, 2026. The option grant vests/exercises on a future schedule (see details below).

Key Details

• Transaction date: February 18, 2026; Form 4 filed February 20, 2026 (appears timely).
• Reported price: $0.00 for all awards (compensation grants, not open-market buys).
• Total shares/awards: 80,561 shares (aggregate of the five reported items).
• Issuance: Performance-based shares (per footnotes) will be issued on February 28, 2026.
• Option (derivative): 26,812-share option becomes exercisable in annual increments of 8,938 (Feb 18, 2027), 8,937 (Feb 18, 2028) and 8,937 (Feb 18, 2029); option grant was made pursuant to AbbVie’s 2013 Incentive Stock Program and is exempt under Rule 16b-3.
• Shares owned after transaction: not disclosed in the filing.
• Notable footnotes: awards are performance-vesting (based on EPS, relative TSR, relative ROE) and were certified by the Compensation Committee; reporting person disclaims beneficial ownership of securities held by spouse.

Context

• These transactions are compensation awards and performance-vesting restricted stock/RSU certifications, not open-market purchases or sales. Such awards are routine elements of executive pay and reflect achievement of pre-set performance goals; they do not by themselves indicate an insider buying or selling the company’s stock. The option grant vests in future years and is not an immediate exercise or sale.