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BCS

Current Report · Items 1.01, 9.01 · 8-K

Amgen Inc.

AMGNNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 17, 2026, Amgen Inc. (the “Company”) issued and sold $1,000,000,000 aggregate principal amount of the Company’s 4.200% Senior Notes due 2031 (the “2031 Notes”), $1,750,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2036 (the “2036 Notes”), $500,000,000 aggregate principal amount of the Company’s 5.500%…

Filed Feb 19, 2026Accepted Feb 19, 2026, 4:27 PM ESTCIK 318154Accession 0001193125-26-059490
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Company context

Amgen discovers, develops, manufactures and delivers innovative medicines to fight some of the world’s toughest diseases. Harnessing the best of biology and technology, Amgen reaches millions of patients with its medicines. More than 45 years ago, Amgen helped establish the biotechnology industry at its U.S. headquarters in Thousand Oaks, California, and it remains at the cutting edge of innovation, using technology and human genetic data to push beyond what is known today. Amgen is advancing a broad and deep pipeline and portfolio of medicines to treat cancer, inflammatory conditions, rare diseases, heart disease and obesity and obesity-related conditions.

Current securities

Recent company filings

  1. 10-Q filingNov 4, 2026
  2. Results of Operations and Financial ConditionNov 3, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 27, 2026
  4. 144 filingAug 13, 2026
  5. 144 filingAug 11, 2026

Registered securities in this filing

AMGEN INC · 8-K · Filed 2026-02-19

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, $0.0001 par value

Symbol
AMGN
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-02-17_to_2026-02-17_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

2.000% Senior Notes due 2026

Symbol
AMGN26
Exchange
NASDAQ
Classification
DEBT
Filing context

Context: duration_2026-02-17_to_2026-02-17_us-gaap-StatementClassOfStockAxis_us-gaap-SeniorNotesMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526059490 · 2 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement. On February 17, 2026, Amgen Inc. (the “Company”) issued and sold $1,000,000,000 aggregate principal amount of the Company’s 4.200% Senior Notes due 2031 (the “2031 Notes”), $1,750,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2036 (the “2036 Notes”), $500,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2046 (the “2046 Notes”) and $750,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 Notes, the 2036 Notes and the 2046 Notes, the “Notes”). The Notes are registered under an effective Registration Statement on Form S-3 (Registration No. 333-293477) (the “Registration Statement”), filed on February 13, 2026, and were issued pursuant to an indenture, dated as of May 22, 2014 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate, dated as of February 19, 2026 (the “Officer’s Certificate”), setting forth the terms of the Notes. Net proceeds to the Company from the offering were approximately $3,961,495,000, after deducting underwriters’ discounts and estimated offering expenses payable by the Company. The relevant terms of the Notes are set forth in the Indenture, included as Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officer’s Certificate (including the forms of the Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference. The 2031 Notes will pay interest at the rate of 4.200% per annum, the 2036 Notes will pay interest at the rate of 4.850% per annum, the 2046 Notes will pay interest at the rate of 5.500% per annum and the 2056 Notes will pay interest at the rate of 5.650% per annum, which shall be payable in cash semi-annually in arrears on February 19 and August 19 of each year, beginning on August 19, 2026. The 2031 Notes will mature on February 19, 2031, the 2036 Notes will mature on February 19, 2036, the 2046 Notes will mature on February 19, 2046 and the 2056 Notes will mature on February 19, 2056. In the event of a change in control triggering event, as defined in the Officer’s Certificate, the holders of the Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer’s Certificate and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the Notes, respectively. The Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.
Filed exhibits (1)
EX-4.2 (by filename) d106293dex42.htm

Exhibit 4.2 OFFICER’S CERTIFICATE OF AMGEN INC. Dated as of February 19, 2026 The undersigned officer of the Company certifies, pursuant to resolutions duly adopted by the Board of Directors at a meeting duly held on October 31, 2025 and by the Pricing Committee of the Board of Directors of the Company on February 13, 2026 (the “Resolutions”), and in accordance with Sections 2.1, 2.2 and 2.3 of the Indenture, dated as of May 22, 2014 (the “Indenture”; capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Indenture), between Amgen Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the following matters related to the issuance of the Company’s 4.200% Senior Notes due 2031 (the “2031 Notes”), 4.850% Senior Notes due 2036 (the “2036 Notes”), 5.500% Senior Notes due 2046 (the “2046 Notes”), and 5.650% Senior Notes due 2056 (the “2056 Notes” and together with the 2031 Notes, the 2036 Notes and the 2046 Notes, the “Notes”): 1. Attached hereto as Annex A is a true and correct copy of a specimen note (the “Form of 2031 Note”) representing the 2031 Notes, attached …

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