UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

~~The~~of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

February 3, 2026

Amgen Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37702

95-3540776

~~001-37702~~

~~95-3540776~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

One Amgen Center Drive

Thousand Oaks

California

91320-1799

~~91320-1799~~

(Address of principal executive offices)

(Zip Code)

~~(Zip Code)~~

Registrant’s telephone number, including area code

(805) 447-1000

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:

☐ Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

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

☐ Pre-commencement ~~communication~~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	TradingSymbol(s)	~~Trading Symbol(s)~~	Name of each exchange on which registered	~~Name of each exchange on which registered~~
Common stock, $0.0001 par value	AMGN	~~AMGN~~	The Nasdaq Stock Market LLC	~~The Nasdaq Global Select Market~~
2.000% Senior Notes due 2026	AMGN26	~~AMGN26~~	The Nasdaq Stock Market LLC	~~The Nasdaq Global Select Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ~~Emerging growth company ☐~~

Emerging growth company ☐

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. ☐

Item 2 1.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

~~Fourth~~On ~~Quarter~~February 17, 2026, Amgen Inc. (the “Company”) issued and ~~Full~~sold ~~Year~~$1,000,000,000 ~~2025~~aggregate ~~Earnings~~principal ~~Press~~amount ~~Release~~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 ~~Reconciliation~~$750,000,000 aggregate principal amount of ~~Non~~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-~~GAAP~~3 ~~Financial~~(Registration ~~Measures~~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.

OnThe ~~February 3,~~relevant ~~2026,~~terms of the ~~Company~~Notes ~~issued~~are aset ~~press~~forth ~~release~~in ~~announcing~~the ~~its~~Indenture, ~~unaudited~~included ~~results~~as ofExhibit ~~operations~~4.1 ~~for~~of the ~~three~~Company’s ~~months~~Current ~~and~~Report ~~year~~on ~~ended~~Form ~~December~~8-K, 31filed on May 22, ~~2025~~2014, and ~~its~~incorporated ~~unaudited~~herein ~~financial~~by ~~position~~reference, asand ofthe ~~December~~Officer’s ~~31,~~Certificate ~~2025.~~(including ~~The~~the ~~full~~forms ~~text~~ of the ~~press~~Notes) ~~release~~attached ishereto ~~furnished~~ as Exhibit 994.12 ~~hereto~~and incorporated herein by reference.

InThe ~~its~~2031 ~~press~~Notes ~~release~~will ~~the~~pay ~~Company~~interest ~~included~~at ~~certain~~the ~~non-U.S.~~rate ~~Generally~~of ~~Accepted~~4.200% ~~Accounting~~per ~~Principles~~annum, ~~(GAAP)~~the ~~financial~~2036 ~~measures~~Notes aswill ~~defined~~pay ininterest ~~Regulation~~at ~~G promulgated by~~ the ~~Securities~~rate ~~and~~of ~~Exchange Commission~~4.850% ~~The non-GAAP financial measures included in the press release are non-GAAP earnings~~ per ~~share~~annum, ~~non-GAAP~~the ~~operating~~2046 ~~income,~~Notes ~~non-GAAP~~will ~~operating~~pay ~~margin,~~interest ~~non-GAAP~~at ~~tax~~the rate, ~~non-GAAP~~of ~~operating~~5.500% ~~expenses~~per annum and ~~sub-components~~the of2056 ~~non-GAAP~~Notes ~~operating~~will ~~expenses~~pay ~~such~~interest asat ~~non-GAAP~~the ~~cost~~rate of ~~sales,~~5.650% ~~non-GAAP~~per ~~research and development (R&D) expenses and non-GAAP selling~~annum, ~~general~~which ~~and~~shall ~~administrative~~be ~~expenses.~~payable ~~Reconciliations~~in ~~for~~cash ~~such non~~semi-~~GAAP~~annually ~~financial measures to the most directly comparable GAAP financial measures are included~~ in ~~the~~arrears ~~press~~on ~~release.~~February 19 ~~The~~and ~~Company~~August 19 ~~included~~of ~~Free~~each ~~Cash Flow (FCF)~~year, ~~which~~beginning ison ~~computed by subtracting capital expenditures from operating cash flow~~August 19, ~~each as determined in accordance with GAAP~~2026. The ~~Company~~2031 ~~also~~Notes ~~included~~will ~~Earnings~~mature ~~Before~~on ~~Interest~~February 19, ~~Taxes~~2031, ~~Depreciation~~the ~~and~~2036 ~~Amortization~~Notes ~~(EBITDA)~~will ~~for~~mature ~~the~~on ~~year ended December 31~~February 19, ~~2025~~2036, ~~calculated~~the by2046 ~~adding~~Notes ~~interest~~will ~~expense,~~mature ~~provision~~on ~~for income taxes~~February 19, ~~and~~2046 ~~depreciation~~ and ~~amortization~~the ~~expense~~2056 toNotes ~~GAAP~~will ~~net~~mature ~~income,~~on ~~and debt leverage ratio~~February 19, ~~calculated as the ratio of GAAP total debt to EBITDA~~2056.

~~The~~In ~~Company~~the ~~believes~~event ~~that this presentation~~ of ~~non-GAAP~~a ~~financial~~change ~~measures~~in ~~provides~~control ~~useful~~triggering ~~supplementary~~event, ~~information~~as todefined ~~and~~in ~~facilitates additional analysis by investors. The Company uses certain non-GAAP financial measures to enhance an investor’s overall understanding of~~ the ~~financial performance and prospects for the future of the Company~~Officer’s ~~ongoing business activities by facilitating comparisons of results of ongoing business operations among current~~Certificate, ~~past~~the ~~and~~holders ~~future periods. The Company believes that FCF provides a further measure~~ of the ~~Company’s~~Notes ~~liquidity.~~may ~~Further,~~require the Company ~~believes~~to ~~its~~purchase ~~debt~~for ~~leverage~~cash ~~ratio~~all ~~provides~~or a ~~supplemental~~portion ~~operating~~of ~~metric~~their ~~for~~Notes ~~the~~at ~~full~~a ~~year~~purchase ~~period~~price asequal itto ~~compares~~101% ~~the amount~~ of ~~cash generated by our operations during~~ the ~~year~~principal ~~ended~~amount ~~December~~of 31Notes, ~~2025.~~plus ~~The~~accrued ~~Company uses non-GAAP financial measures in connection with its own budgeting~~ and ~~financial~~unpaid ~~planning~~interest, ~~internally~~if toany. ~~evaluate~~The ~~the~~descriptions ~~performance~~ of the ~~business~~Indenture, ~~including~~the toOfficer’s ~~allocate~~Certificate ~~resources~~ and tothe ~~evaluate~~Notes ~~results~~in ~~relative~~this toreport ~~incentive~~are ~~compensation~~summaries ~~targets.~~and ~~The non-GAAP financial measures~~ are qualified in ~~addition~~their ~~to,~~entirety ~~not~~by athe ~~substitute~~terms ~~for,~~of orthe ~~superior to~~Indenture, ~~measures~~the ofOfficer’s ~~financial~~Certificate ~~performance~~and ~~prepared~~the inNotes, ~~accordance with GAAP~~respectively.

The ~~following~~Notes iswill arank ~~summary~~equal in right of payment to all of the ~~costs~~Company’s other existing and ~~other~~future ~~items~~senior ~~excluded~~unsecured ~~from~~indebtedness, senior in right of payment to all of the ~~most~~Company’s ~~directly~~existing ~~comparable~~and ~~GAAP~~future ~~financial~~subordinated ~~measures~~indebtedness, effectively subordinated in right of payment to ~~calculate~~all ~~non-GAAP~~of ~~financial~~the ~~measures:~~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.

~~•Acquisition-related~~Item ~~expenses: Acquisition-related charges are primarily associated with assets acquired in connection with business acquisitions, including intangible assets and acquired inventory~~9. Such charges include amortization and impairment of developed-product-technology rights, licensing rights, R&D technology rights, marketing-related rights and step-up to fair value of acquired inventory, as well as net impairment charges of in-process R&D assets01. ~~Net~~Financial ~~charges~~Statements ~~for intangible assets are significantly impacted by the timing~~ and ~~magnitude of the Company’s acquisitions, potential product approvals and estimated future cash flows~~Exhibits. Accordingly, these net charges may vary in amount from period to period. The Company excludes these net charges for purposes of calculating the non-GAAP financial measures presented to facilitate a more meaningful evaluation of the Company’s current operating performance and comparisons to past operating performance. The Company believes that excluding noncash net charges related to those intangible assets and inventory acquired in business acquisitions treats those assets as if the Company had developed them internally in the past and, thus, provides a supplemental measure of profitability in which these acquired assets are treated in a comparable manner to the Company's internally developed or produced assets.

•Net charges pursuant to the Company’s restructuring and cost savings initiatives: Costs from restructuring and cost savings initiatives are primarily related to facilities charges, including asset impairments and accelerated depreciation, and severance and benefits for employees terminated pursuant to our transformation and process improvement efforts. Costs from such initiatives are inconsistent in amount and are significantly impacted by the timing and nature of these events. Therefore, although the Company may incur these types of expenses in the future, it believes that eliminating these charges for purposes of calculating the non-GAAP financial measures provides a supplemental evaluation of the Company’s current operating performance and facilitates comparisons to past operating performance.


Exhibit No.		Document Description

1.1		Underwriting Agreement, dated February 17, 2026, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein.

4.1		Indenture, dated as of May 22, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 22, 2014).

4.2		Officer’s Certificate of the Company, dated as of February 19, 2026, including forms of the Company’s 4.200% Senior Notes due 2031, 4.850% Senior Notes due 2036, 5.500% Senior Notes due 2046 and 5.650% Senior Notes due 2056.

5.1		Opinion of Latham & Watkins LLP, dated February 19, 2026.

23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).

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

~~•Other~~SIGNATURE items: The Company adjusts GAAP financial results for certain income and expenses (or gains and losses). These adjustments include: (1) gains and losses on our investments in equity securities; and (2) certain items associated with legal proceedings. The Company excludes these items for the purpose of calculating the non-GAAP financial measures presented because the Company believes these items are outside the ordinary course of business. The Company believes eliminating these items provides a supplemental evaluation of the Company’s current operating performance and facilitates comparisons to past operating performance.

•The tax effect of the adjustments between GAAP and non-GAAP results take into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). Generally, the tax impact of adjustments, including the amortization of intangible assets and acquired inventory, gains and losses on our investments in equity securities and expenses related to restructuring and cost savings initiatives, depends on whether the amounts are deductible in the respective tax jurisdictions and the applicable tax rate(s) in those jurisdictions. Other income tax adjustments include the impact of tax law changes.

The press release also contains a discussion of the additional purposes for which the Company’s management uses these non-GAAP financial measures.

This information and the information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report is not incorporated by reference into any filings of the Company made under the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1						Press Release dated February 3, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

AMGEN INC.

~~AMGEN INC.~~

Date:

February 3, 2026

By:

/s/ Peter H. Griffith

Date: February 19, 2026

By:

/S/ Omari Wise

Name:

Omari Wise

~~Name:~~

~~Peter H. Griffith~~

Title:

Vice President, Treasurer

~~Title:~~

~~Executive Vice President and Chief Financial Officer~~

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