AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Achieved approvals, a first-and-only approved indication and demonstrated clinical benefits support meaningful product differentiation, reinforced by disclosed patents. This is product-specific protection, not proof of portfolio-wide exclusivity.
durability · 2/4 · Achieved approvals support renewal, but actual patent expirations and biosimilar approvals limit durability. Remaining exclusivity terms are insufficiently disclosed for a stronger grade.
customer dependency · 2/4 · Clinical utility and broad sales achievements indirectly support continuing demand. They do not demonstrate patient-level retention or substantial switching friction, and reimbursement restrictions constrain access.
erosion resilience · 2/4 · 2025 growth and further first-half 2026 sales growth demonstrate portfolio resilience despite pressure. Biosimilar competition, price declines and the unresolved TAVNEOS proceeding prevent a strong durability assessment.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Disclosed net price declines and realized payer constraints demonstrate weak pricing outcomes. Aggregate sales growth cannot establish higher realized prices.
retention · 2/4 · Record product sales and subsequent aggregate sales growth indirectly indicate sustained demand. Acquisition effects, product mix and absent patient-continuation data limit the inference; no retention rate is established.
margin resilience · 3/4 · First-half 2026 revenue and operating income increased while cost of sales declined, demonstrating consolidated operating resilience amid pricing pressure. Expense mix and the limited comparison period prevent attributing this solely to pricing or treating it as exceptional durability.
contractual freedom · 1/4 · Payers have already limited price-setting ability. Otezla Medicare price setting and the established ENBREL payment limit add specific prospective constraints; their future effective dates are not treated as current realized price reductions.
Predictability97
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 6.22
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 4.27
Financial strength18
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 17.98
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 20.87
- currentRatioGrade
- 31.20
- Debt / FCF (x)
- 6.74
- Net debt / operating income (x)
- 5.01
- Interest coverage (x)
- 3.30
- Current ratio (x)
- 1.14
Capital allocation90
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 15.39
- 3-year average dilution (%)
- 0.00
- 3-year average SBC / revenue (%)
- 1.49
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Debt declined during 2025 and issuer-defined non-GAAP capital returns improved. However, debt carrying value rose again by June 2026, equity issuance caused modest dilution, and Otezla suffered impairment. Higher cash partly offsets financing concerns; missing cash-flow and complete acquisition-return evidence limit conviction.
incentive alignment · 3/4 · Disclosed ownership requirements and actual compliance, an actual performance-linked payout, adopted clawbacks and hedging restrictions support meaningful alignment. These are existing arrangements and outcomes, not proposed 2026 awards.
execution · 3/4 · Achieved approvals, clinical results, broad 2025 sales achievements and first-half 2026 operating growth demonstrate execution. Commercial execution is assessed partly through indirect aggregate results. The TAVNEOS regulatory proceeding and Otezla impairment are material counterweights.
governance · 2/4 · Actual independent-director sessions, completed evaluations, shareholder rights and an adopted clawback provide concrete safeguards. Combined chairman/CEO roles and the disclosed financial-statement correction temper the assessment. Nominee independence is not treated as proof of subsequent election, and the correction's severity is unspecified.
Evidence
Advanced Innovative Pipeline and Executed Key Clinical Studies • We received five FDA approvals, including: • In Rare Disease, UPLIZNA® was approved as the first and only treatment for adults living with Immunoglobulin G4-related disease (IgG4-RD) and for the treatment of generalized myasthenia gravis (gMG).
2025 Business Highlights / achieved FDA approvals and UPLIZNA indication · Filed 07/04/2026
• We executed key clinical studies and advanced our robust pipeline of potential first- and/or best-in-class medicines: • General Medicine: Our Phase 3 VESALIUS-CV study of Repatha® in patients at high cardiovascular (CV) risk without prior myocardial infarction or stroke demonstrated that Repatha reduced the risk of first major adverse CV events (by 25%) and first heart attack (by 36%).
2025 Business Highlights / Repatha clinical outcomes · Filed 07/04/2026
Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be challenged, invalidated or circumvented by our competitors, or we may fail to prevail in present and future intellectual property litigation.
Risk disclosures / product and technology patents · Filed 07/04/2026
Execution of Our Strategy: 2025 was another year of strong execution, with 10% year-over-year revenue and sales growth, 18 of our products achieving record sales, 14 products exceeding $1 billion in sales, and 13 products delivering double-digit sales growth.
Stockholder letter / 2025 sales achievements · Filed 07/04/2026
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In millions, except per-share data) (Unaudited) Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenues: Product sales $ 9,537 $ 8,771 $ 17,755 $ 16,644 Other revenues 517 408 917 684 Total revenues 10,054 9,179 18,672 17,328 Operating expenses: Cost of sales 2,811 3,011 5,555 5,979 Research and development 1,868 1,744 3,587 3,230 Selling, general and administrative 1,745 1,691 3,347 3,378 Other 116 77 3 907 Total operating expenses 6,540 6,523 12,492 13,494 Operating income 3,514 2,656 6,180 3,834 Other income (expense): Interest expense, net (673) (694) (1,330) (1,417) Other (expense) income, net (73) (394) 2 1,124 Income before income taxes 2,768 1,568 4,852 3,541 Provision for income taxes 393 136 658 379 Net income $ 2,375 $ 1,432 $ 4,194 $ 3,162 Earnings per share: Basic $ 4.40 $ 2.66 $ 7.77 $ 5.88 Diluted $ 4.37 $ 2.65 $ 7.71 $ 5.84 Weighted-average shares used in calculation of earnings per share: Basic 540 538 540 538 Diluted 544 541 544 541 See accompanying notes.
Condensed consolidated statements of income / first-half 2026 operating results · Filed 05/08/2026
Our patents for RANKL antibodies, including sequences, for Prolia expired in February 2025 in the United States and in November 2025 in select countries in Europe.
Business / Prolia patent expirations · Filed 13/02/2026
In the United States, the FDA has approved numerous biosimilars, including biosimilar versions of Neulasta, EPOGEN, ENBREL, Prolia and XGEVA, and a growing number of companies have announced that they are also developing biosimilar versions of our products.
Risk factors / approved biosimilars of Amgen products · Filed 13/02/2026
Increased regulatory clarity regarding interchangeability, together with national pricing, tendering and reimbursement policies, has coincided with continued growth in biosimilar utilization and increased competitive pressure on innovative biologic products in Europe.
Risk factors / realized European biosimilar competitive pressure · Filed 13/02/2026
Additionally, with public and private healthcare-provider focus, the industry continues to be subject to cost containment measures and significant pricing pressures, resulting in net price declines.
MD&A / pricing pressure and net price declines · Filed 05/08/2026
Continued intense public scrutiny of the price of drugs and other healthcare costs, together with payer dynamics, have limited, and are likely to continue to limit, our ability to set or adjust the price of our products based on their value, which can have a material adverse effect on our business.
Risk factors / realized limits on setting and adjusting prices · Filed 05/08/2026
Otezla developed-product-technology rights In January 2025, as part of the IRA, the Company’s product Otezla was selected by CMS for Medicare price setting that will be applicable beginning on January 1, 2027.
Intangible assets / Otezla Medicare price setting beginning January 2027 · Filed 05/08/2026
The Colorado PDAB deemed three of five drugs “unaffordable,” including ENBREL, and in 2025 the Colorado PDAB established an Upper Payment Limit (UPL) substantially lower than the wholesale acquisition cost of ENBREL that would be generally applicable to all formulations of ENBREL, effective no earlier than January 1, 2027, and will be reviewed annually.
Risk factors / Colorado ENBREL upper payment limit and prospective effective date · Filed 05/08/2026
On April 30, 2026, the FDA posted a notice in the Federal Register that proposes to withdraw approval of TAVNEOS and announced an opportunity for ChemoCentryx to request a hearing on this proposal.
Intangible assets / FDA proposal to withdraw TAVNEOS approval · Filed 05/08/2026
As the FDA’s statement reporting its proposal indicates, TAVNEOS will remain on the market during the pendency of this process.
Intangible assets / TAVNEOS remains marketed during the process · Filed 05/08/2026
We cannot predict whether, or the extent to which, the FDA will consider the information we submitted sufficient to address its stated concerns regarding the reliability of the ADVOCATE data or the evidence supporting TAVNEOS’s effectiveness.
Risk factors / unresolved FDA concerns about TAVNEOS evidence · Filed 05/08/2026
Payers are increasingly focused on costs, which has resulted, and is expected to continue to result, in lower reimbursement rates for our products and/or narrower patient populations for which payers will reimburse.
Risk factors / realized reimbursement and covered-population restrictions · Filed 05/08/2026
et al. v. Amneal Pharmaceuticals, Inc.
Contingencies / Prolia-XGEVA BPCIA litigation counterpart · Filed 05/08/2026
et al.; Amgen Inc. et al. v. Dr. Reddy’s Laboratories Ltd., et al.; and Amgen Inc.
Contingencies / Prolia-XGEVA BPCIA litigation counterpart · Filed 05/08/2026
et al. v Alkem Laboratories Ltd., et al.
Contingencies / Prolia-XGEVA BPCIA litigation counterpart · Filed 05/08/2026
Financing arrangements Our borrowings consisted of the following (in millions): December 31, 2025 2024 1.90% notes due 2025 (1.90% 2025 Notes) $ — $ 500 5.25% notes due 2025 (5.25% 2025 Notes) — 2,000 3.125% notes due 2025 (3.125% 2025 Notes) — 1,000 2.00% €750 million notes due 2026 (2.00% 2026 euro Notes) 881 777 5.507% notes due 2026 (5.507% 2026 Notes) — 1,500 2.60% notes due 2026 (2.60% 2026 Notes) 1,250 1,250 Term loan due October 2026 1,800 1,800 5.50% £475 million notes due 2026 (5.50% 2026 pound sterling Notes) 640 595 2.20% notes due 2027 (2.20% 2027 Notes) 1,724 1,724 3.20% notes due 2027 (3.20% 2027 Notes) 1,000 1,000 5.15% notes due 2028 (5.15% 2028 Notes) 3,750 3,750 1.65% notes due in 2028 (1.65% 2028 Notes) 1,234 1,234 3.00% notes due 2029 (3.00% 2029 Notes) 750 750 4.05% notes due 2029 (4.05% 2029 Notes) 1,250 1,250 4.00% £700 million notes due 2029 (4.00% 2029 pound sterling Notes) 944 876 2.45% notes due 2030 (2.45% 2030 Notes) 1,250 1,250 5.25% notes due 2030 (5.25% 2030 Notes) 2,750 2,750 2.30% notes due 2031 (2.30% 2031 Notes) 1,250 1,250 2.00% notes due 2032 (2.00% 2032 Notes) 987 1,001 3.35% notes due 2032 (3.35% 2032 Notes) 1,000 1,000 4.20% notes due 2033 (4.20% 2033 Notes) 750 750 5.25% notes due 2033 (5.25% 2033 Notes) 4,250 4,250 6.375% notes due 2037 (6.375% 2037 Notes) 478 478 6.90% notes due 2038 (6.90% 2038 Notes) 254 254 6.40% notes due 2039 (6.40% 2039 Notes) 333 333 3.15% notes due 2040 (3.15% 2040 Notes) 1,478 1,668 5.75% notes due 2040 (5.75% 2040 Notes) 373 373 2.80% notes due 2041 (2.80% 2041 Notes) 568 776 4.95% notes due 2041 (4.95% 2041 Notes) 600 600 5.15% notes due 2041 (5.15% 2041 Notes) 729 729 5.65% notes due 2042 (5.65% 2042 Notes) 415 415 5.60% notes due 2043 (5.60% 2043 Notes) 2,750 2,750 5.375% notes due 2043 (5.375% 2043 Notes) 185 185 4.40% notes due 2045 (4.40% 2045 Notes) 2,250 2,250 4.563% notes due 2048 (4.563% 2048 Notes) 1,415 1,415 3.375% notes due 2050 (3.375% 2050 Notes) 1,462 1,764 4.663% notes due 2051 (4.663% 2051 Notes) 3,541 3,541 3.00% notes due 2052 (3.00% 2052 Notes) 703 890 4.20% notes due 2052 (4.20% 2052 Notes) 882 895 4.875% notes due 2053 (4.875% 2053 Notes) 1,000 1,000 5.65% notes due 2053 (5.65% 2053 Notes) 4,250 4,250 2.77% notes due 2053 (2.77% 2053 Notes) 940 940 4.40% notes due 2062 (4.40% 2062 Notes) 1,128 1,165 5.75% notes due 2063 (5.75% 2063 Notes) 2,750 2,750 F-37 December 31, 2025 2024 Other notes due 2097 100 100 Total principal amount of debt 56,044 61,778 Unamortized bond discounts, premiums and issuance costs, net (1,306) (1,360) Fair value adjustments (161) (343) Other 27 24 Total carrying value of debt 54,604 60,099 Less current portion (4,599) (3,550) Total long-term debt $ 50,005 $ 56,549 There are no material differences between the effective interest rates and coupon rates of our notes, except for the 4.563% 2048 Notes, the 4.663% 2051 Notes and the 2.77% 2053 Notes, which have effective interest rates of 6.3%, 5.6% and 5.2%, respectively.
Note 16 / financing arrangements and year-end debt · Filed 13/02/2026
2 AMGEN INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except per-share data) June 30, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 13,989 $ 9,129 Trade receivables, net 10,227 9,570 Inventories 6,220 6,225 Other current assets 4,525 4,133 Total current assets 34,961 29,057 Property, plant and equipment, net 8,547 7,913 Intangible assets, net 20,487 22,276 Goodwill 18,668 18,680 Other noncurrent assets 12,976 12,660 Total assets $ 95,639 $ 90,586 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,865 $ 2,367 Accrued liabilities 17,192 18,523 Current portion of long-term debt 5,445 4,599 Total current liabilities 25,502 25,489 Long-term debt 51,859 50,005 Long-term deferred tax liabilities 1,301 1,366 Long-term tax liabilities 2,844 2,690 Other noncurrent liabilities 2,445 2,378 Contingencies and commitments (see Note 13) Stockholders’ equity: Common stock and additional paid-in capital; $0.0001 par value; 2,750.0 shares authorized; outstanding—540.6 shares in 2026 and 538.8 shares in 2025 34,082 34,023 Accumulated deficit (22,275) (25,107) Accumulated other comprehensive loss (119) (258) Total stockholders’ equity 11,688 8,658 Total liabilities and stockholders’ equity $ 95,639 $ 90,586 See accompanying notes.
Condensed consolidated balance sheets / cash, debt and equity · Filed 05/08/2026
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions, except per-share data) (Unaudited) Three months ended June 30, 2026 Number of shares of common stock Common stock and additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total Balance as of March 31, 2026 539.7 $ 34,030 $ (24,650) $ (190) $ 9,190 Net income — — 2,375 — 2,375 Other comprehensive income, net of taxes — — — 71 71 Issuance of common stock in connection with equity award programs 0.9 41 — — 41 Stock-based compensation expense — 165 — — 165 Tax impact related to employee stock-based compensation expense — (154) — — (154) Balance as of June 30, 2026 540.6 $ 34,082 $ (22,275) $ (119) $ 11,688 Six months ended June 30, 2026 Number of shares of common stock Common stock and additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total Balance as of December 31, 2025 538.8 $ 34,023 $ (25,107) $ (258) $ 8,658 Net income — — 4,194 — 4,194 Other comprehensive income, net of taxes — — — 139 139 Dividends declared on common stock ($2.52 per share) — — (1,362) — (1,362) Issuance of common stock in connection with equity award programs 1.8 81 — — 81 Stock-based compensation expense — 240 — — 240 Tax impact related to employee stock-based compensation expense — (262) — — (262) Balance as of June 30, 2026 540.6 $ 34,082 $ (22,275) $ (119) $ 11,688 4 AMGEN INC.
Statements of stockholders' equity / dividends, equity issuance and compensation · Filed 05/08/2026
12/31/24 3/31/25 6/30/25 9/30/25 12/31/25 Total assets $ 91,839 $ 89,367 $ 87,897 $ 90,141 $ 90,586 less Total current liabilities (23,099 ) (23,008 ) (20,476 ) (21,791 ) (25,489 ) Invested capital $ 68,740 $ 66,359 $ 67,421 $ 68,350 $ 65,097 Average Invested Capital for Quarter Ended Average of Quarterly Averages 2025 3/31/25 6/30/25 9/30/25 12/31/25 Average Invested capital $ 67,550 $ 66,890 $ 67,886 $ 66,724 $ 67,262 2025 Non-GAAP Operating Income (per above) $ 16,203 2025 After-tax factor (100% less Non-GAAP tax rate per above) 84.1 % 2025 Non-GAAP Net Operating income after tax $ 13,627 2025 Return on Invested capital (Net Operating Income after tax divided by Average Invested capital) 20.3 % 12/31/23 3/31/24 6/30/24 9/30/24 12/31/24 Total assets $ 97,154 $ 92,980 $ 90,907 $ 90,883 $ 91,839 less Total current liabilities (18,392 ) (19,714 ) (21,517 ) (20,312 ) (23,099 ) Invested capital $ 78,762 $ 73,266 $ 69,390 $ 70,571 $ 68,740 B-4 ï 2026 Proxy Statement Table of Contents Appendix B Average Invested Capital for Quarter Ended Average of Quarterly Averages 2024 3/31/24 6/30/24 9/30/24 12/31/24 Average Invested capital $ 76,014 $ 71,328 $ 69,981 $ 69,656 $ 71,745 2024 Non-GAAP Operating Income (per above) $ 15,028 2024 After-tax factor (100% less Non-GAAP tax rate per above) 85.5 % 2024 Non-GAAP Net Operating income after tax $ 12,849 2024 Return on Invested capital (Net Operating Income after tax divided by Average Invested capital) 17.9 % 12/31/22 3/31/23 6/30/23 9/30/23 12/31/23 Total assets $ 65,121 $ 88,720 $ 90,269 $ 90,534 $ 97,154 less Total current liabilities (15,687 ) (14,215 ) (17,097 ) (16,954 ) (18,392 ) Invested capital $ 49,434 $ 74,505 $ 73,172 $ 73,580 $ 78,762 Average Invested Capital for Quarter Ended Average of Quarterly Averages 2023 3/31/23 6/30/23 9/30/23 12/31/23 Average Invested capital $ 61,970 $ 73,839 $ 73,376 $ 76,171 $ 71,339 2023 Non-GAAP Operating Income (per above) $ 13,399 2023 After-tax factor (100% less Non-GAAP tax rate per above) 83.5 % 2023 Non-GAAP Net Operating income after tax $ 11,188 2023 Return on Invested capital (Net Operating Income after tax divided by Average Invested capital) 15.7 % (a) The adjustments related primarily to noncash amortization of intangible assets and fair value step-up of inventory acquired from business acquisitions.
Appendix B / issuer-defined non-GAAP return on invested capital · Filed 07/04/2026
(d) For the year ended December 31, 2025, the adjustment related to intangible asset impairment charges for Otezla®.
Appendix B / Otezla intangible impairment adjustment · Filed 07/04/2026
✓ Stock ownership and retention guidelines: We have a six times base salary stock ownership requirement for our Chief Executive Officer.
Compensation discussion / CEO stock ownership requirement · Filed 07/04/2026
Compliance with this policy is assessed annually and all executive officers, including our NEOs, who were expected to meet such guidelines by December 31, 2025, were in compliance.
Compensation discussion / actual ownership-guideline compliance at December 2025 · Filed 07/04/2026
(6) Reflects the number of performance units granted for the 2023-2025 performance period (January 1, 2023 to December 31, 2025), and related dividend equivalents accrued through December 31, 2025, multiplied by the actual payout percentage of 124.0%, which is based on our actual performance under our operating measures of 105.6% and the relative TSR percentage modifier of 18.4 percentage points based on our actual TSR percentile rank relative to the TSRs of the companies in the Reference Group for the period from the May 2, 2023 grant date to December 31, 2025.
Executive equity awards / actual 2023-2025 performance-unit payout · Filed 07/04/2026
✓ Clawback Policy: Our Compensation Committee has adopted a clawback policy(1) that provides for the mandatory recovery from our Section 16 officers, including our NEOs, of erroneously awarded incentive-based executive compensation, including past annual cash incentive awards and performance unit payouts received by our executive officers, granted, earned, or vested, wholly or in part, upon the attainment of any financial reporting measure that is the subject of a financial restatement.
Compensation discussion / adopted mandatory clawback policy · Filed 07/04/2026
Our Insider Trading Policy prohibits pledging or purchasing of our Common Stock on margin(1) and hedging the economic risk of our Common Stock (as discussed more fully below).
Compensation risk management / hedging and pledging restrictions · Filed 07/04/2026
Below are highlights of our key governance practices: Effective Board Leadership and Independent Oversight ✓ Highly Independent Board – 11 of our 12 director nominees (page 34) ✓ Regular Executive Sessions of Independent Directors and Access to Management (pages 22, 25, and 33) ✓ All Directors Meet Our Board of Directors Guidelines for Director Qualifications and Evaluations (Appendix A) ✓ Robust Lead Independent Director Role (pages 24-26) ✓ Limitation on Number of Other Boards (page 23) ✓ Annual Review of Director Commitment Levels (page 23) ✓ Corporate Responsibility and Compliance Committee (page 36) ✓ Enterprise Risk Management Program and Annual Compensation Risk Analysis – overseen by Board and Compensation and Management Development Committee, respectively (pages 26-27 and 43-44) Board Refreshment and Director Qualifications and Evaluation Process ✓ Continuous Refreshment Practices (pages 23, 30-32) – Average Board Tenure of Approximately 8 Years for Our Director Nominees – Annual Election of Directors ✓ Annual Anonymous Board and Committee Evaluation Process (pages 22 and 33) Focus on Stockholder Rights ✓ Single Class of Shares – One share equals one vote (page 23) ✓ Proxy Access – Up to 20 eligible stockholders who have owned 3% of shares for 3 years who meet the requirements set forth in our Bylaws may have their director nominees constituting up to the greater of 20% of the total directors or two nominees included in our proxy materials (pages 24 and 127) ✓ Majority Voting Standard for Director Elections (pages 23 and 125) ✓ Stockholders(1) May Act By Written Consent (page 24) ✓ Stockholders(1) Have a Right to Call Special Meetings (15% threshold requirement) (page 24) ✓ No Supermajority Vote Provisions in Certificate of Incorporation or Bylaws (page 24) ✓ No Poison Pill (page 24) History of Transparency and Accountability ✓ Regular Engagement With Stockholders to Seek Feedback (pages 23 and 58) ✓ Our Approach to Sustainability Has Delivered Environmentally Responsible Operations with Reduced Costs and Increased Efficiencies, Improved Patient Access to Medicines, Provided High Quality, Free Science Education Resources, and Benefited the Communities Where We Live and Work (pages 37-41) ✓ Significant Stock Ownership Requirements for Officers and Directors (pages 43, 59, 77-78, and 105) THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE 12 NOMINEES TO THE BOARD OF DIRECTORS.
Proxy summary / governance practices, stockholder rights and director nominees · Filed 07/04/2026
Our independent directors meet privately on a regular basis.
Board leadership / actual independent-director meetings · Filed 07/04/2026
Evaluation Results. The Audit, Compensation, Compliance, and Governance Committees each completed their committee evaluations and assessments in October 2025 and such evaluations were included as part of the total evaluation by the Governance Committee in December 2025.
Board evaluation / completed 2025 committee evaluations · Filed 07/04/2026
☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Form 10-K cover / correction of previously issued financial statements · Filed 13/02/2026
Sincerely, Robert A. Bradway Chairman of the Board, Chief Executive Officer and President (1) TEZSPIRE is being developed in collaboration with AstraZeneca plc.
Stockholder letter signature / combined chairman and CEO roles · Filed 07/04/2026
We are utilizing state-of-the-art technologies in building and expanding our North Carolina and Ohio facilities, including those technologies and approaches developed through Amgen Ecovation™, our proprietary biomanufacturing approach with flexible, modular designs that enhance production, require less space, can be built in less time, lower capital investment, and cost less to operate than traditional plants and have a reduced environmental impact.
Manufacturing discussion / management assertions about proprietary plant economics · Filed 07/04/2026
