Form 4: AbbVie Executive Azita Saleki-Gerhardt Acquires Shares and Options Through Performance Awards
Summary
- Azita Saleki-Gerhardt, an executive at AbbVie, filed a Form 4 detailing changes in her beneficial ownership of AbbVie stock.
- On February 13, 2025, she acquired 17,986 shares, 7,378 shares, 6,060 shares and 7,074 shares of AbbVie common stock under performance share and restricted stock unit awards.
- These awards were granted on February 17, 2022, February 16, 2023 and February 15, 2024, and were subject to performance-vesting restrictions based on earnings per share and relative total shareholder return or a relative return on equity measure.
- The performance-vesting restrictions were released on February 13, 2025, upon certification of performance goal attainment by the Compensation Committee of AbbVie's Board of Directors.
- The shares will be issued to the reporting person on February 28, 2025.
- She also acquired 25,000 options to buy AbbVie common stock at an exercise price of $192.86, which become exercisable in annual increments starting February 13, 2026.
- As of January 31, 2025, she also indirectly owns 2,601 shares through an AbbVie savings program and 3,873 shares through a spousal trust.
- Following these transactions, Saleki-Gerhardt beneficially owns 232,846 directly held shares, 2,601 shares in a profit sharing trust, 3,873 shares held by her spouse in trust and 25,000 options.
Sentiment
Score: 7
Explanation: The sentiment is positive as the executive is acquiring more shares and options, and the vesting of performance-based awards indicates the company is meeting its goals. However, it's a routine filing, so the impact is moderate.
Positives
- The acquisition of shares and options by a high-ranking executive signals confidence in the company's future performance.
- The vesting of performance-based awards indicates that the company has met certain performance goals set by the board.
- The executive's increased stake in the company aligns her interests with those of shareholders.
Future Outlook
The executive will receive shares on February 28, 2025, and the options become exercisable in annual increments starting February 13, 2026.
Industry Context
Executive stock ownership is a common practice in publicly traded companies like AbbVie to align management's interests with those of shareholders. Performance-based awards are also a common incentive to drive company performance.
Comparison to Industry Standards
- AbbVie's executive compensation practices, including performance-based awards and stock options, are generally in line with industry standards for large pharmaceutical companies.
- Companies like Johnson & Johnson, Pfizer, and Merck also utilize similar compensation structures to incentivize their executives.
- The vesting schedules and performance metrics used by AbbVie are likely benchmarked against those of its peers to ensure competitiveness and effectiveness.
Stakeholder Impact
- Shareholders may view the executive's increased ownership positively, as it aligns her interests with theirs.
- Employees may be motivated by the company's achievement of performance goals, which led to the vesting of these awards.
Next Steps
- The shares acquired through performance awards will be issued to the reporting person on February 28, 2025.
- The employee stock options will become exercisable in annual increments starting February 13, 2026.
Key Dates
- 02/17/2022: Date of performance share award and performance-vesting restricted stock unit award grant.
- 02/16/2023: Date of performance-vesting restricted stock unit award grant.
- 02/15/2024: Date of performance-vesting restricted stock unit award grant and employee stock option grant.
- 01/31/2025: Date of AbbVie Savings program balance.
- 02/13/2025: Transaction date for share and option acquisitions; performance-vesting restrictions released.
- 02/28/2025: Date shares will be issued to the reporting person.
- 02/13/2026: First date options become exercisable.
- 02/13/2027: Second date options become exercisable.
- 02/13/2028: Third date options become exercisable.
- 02/12/2035: Expiration date of the options.
Keywords
Filings with Classifications
Quarterly Report
- The company reported an 8% increase in net revenues on a reported basis and a 10% increase on a constant currency basis, indicating strong growth.
- Operating earnings reached $3.7 billion, with diluted earnings per share at $0.72, reflecting improved profitability.
- Key growth drivers included Skyrizi and Rinvoq in immunology, and Vraylar and Botox Therapeutic in neuroscience, demonstrating successful product performance.
Quarterly Report
- AbbVie's first-quarter results exceeded expectations, leading to an increase in the company's full-year adjusted diluted EPS guidance.
8-K Filing
- The company's full-year adjusted diluted EPS guidance has been lowered from $12.12 $12.32 to $11.99 $12.19 due to the $248 million IPR&D expense in Q1 2025.
Proxy Statement
- AbbVie's 2024 results exceeded expectations with strong revenue growth and a robust R&D pipeline, indicating better-than-expected performance.
Debt Offering Announcement
- AbbVie completed an underwritten public offering of $4 billion in senior notes.
- The offering was registered under the Securities Act of 1933.
- The proceeds from the notes offering are likely to be used for general corporate purposes, including refinancing existing debt, funding acquisitions, and investing in research and development.
Debt Offering Announcement
- AbbVie is issuing $4 billion in senior notes.
- The offering includes notes due in 2028, 2030, 2035, and 2055.
- The company expects to receive approximately $3.98 billion in net proceeds.
SEC Form 4
- The vesting of performance-based awards suggests that the company exceeded its performance targets, leading to the release of these shares to the executive.
Annual Report (Form 10-K)
- Humira sales declined by 37% globally due to biosimilar competition, which is worse than expected.
Annual Report (Form 10-K)
- AbbVie received a Complete Response Letter (CRL) from the FDA for the New Drug Application (NDA) for ABBV-951 for the treatment of motor fluctuations in adults with advanced Parkinson's disease.
Quarterly Report
- The full-year diluted EPS decreased by 12.1% on a GAAP basis and 8.9% on an adjusted basis.
- The company experienced a diluted loss per share in the fourth quarter on a GAAP basis.
- The fourth-quarter results included a significant unfavorable impact from acquired IPR&D and milestones expense.
- The company recorded a non-cash after-tax intangible asset impairment charge of $3.5 billion related to emraclidine.
8-K Filing
- The document details a $3.5 billion impairment charge due to failed clinical trials, indicating worse than expected results for the emraclidine program.
Earnings Guidance Update
- The updated guidance includes a $1.6 billion charge for acquired IPR&D and milestones expense, which significantly reduces both Q4 and full-year adjusted diluted EPS compared to previous guidance.
Quarterly Report
- The company's diluted earnings per share of $0.88 for the quarter and $2.41 for the nine months ended September 30, 2024 were negatively impacted by significant expenses related to amortization of intangible assets, changes in fair value of contingent consideration liabilities, acquisition and integration costs, and litigation matters.
- The company's operating cash flows decreased compared to the prior year due to the timing of working capital, higher contingent consideration payments and decreased results from operations driven by acquisition-related cash expenses.
Quarterly Report
- AbbVie received a Complete Response Letter from the FDA for the New Drug Application for ABBV-951 due to observations identified during inspection of a third-party manufacturer.
Quarterly Report
- The company raised its full-year adjusted diluted EPS guidance, indicating better than expected performance.
- The company's adjusted diluted EPS of $3.00 was better than the previous year's $2.95.
- The company's net revenues increased by 3.8 percent on a reported basis, indicating better than expected performance.
Earnings Guidance Update
- The $82 million expense for acquired IPR&D and milestones will negatively impact both GAAP and adjusted non-GAAP diluted earnings per share by $0.04.
- The full-year and third quarter adjusted diluted EPS guidance ranges have been lowered to reflect this expense.
Quarterly Report
- AbbVie received a Complete Response Letter from the FDA for ABBV-951 due to observations identified during inspection of a third-party manufacturer, delaying the potential approval of the drug.
Quarterly Report
- The company's earnings per share were negatively impacted by acquisition-related costs and amortization of intangible assets.
- Humira sales declined significantly due to biosimilar competition, which was worse than expected.
- Operating cash flows decreased compared to the prior year due to working capital timing and acquisition-related expenses.
Quarterly Report
- AbbVie issued $15 billion in senior notes to finance the acquisitions of ImmunoGen and Cerevel Therapeutics.
- The company also borrowed and repaid $5.0 billion under a term loan credit agreement in connection with these acquisitions.
Quarterly Report
- The company's second-quarter results exceeded expectations, driven by strong performance in its ex-Humira portfolio.
- AbbVie raised its full-year adjusted diluted EPS guidance, indicating better than previously anticipated financial performance.
Quarterly Report
- AbbVie received a Complete Response Letter (CRL) from the FDA for the New Drug Application (NDA) for ABBV-951, citing observations identified during inspection of a third-party manufacturer, which will delay the launch of the product.
Earnings Guidance Update
- The company's earnings guidance for both the full year and the second quarter has been lowered due to a significant $937 million IPR&D expense.
Quarterly Report
- The diluted earnings per share significantly increased to $0.77 from $0.13 year-over-year, indicating better than expected profitability.
- Net earnings attributable to AbbVie Inc. were $1.369 billion, a substantial increase from $239 million in the first quarter of 2023, showing better than expected results.
Quarterly Report
- AbbVie issued $15 billion in senior notes to finance the acquisition of ImmunoGen and the proposed acquisition of Cerevel Therapeutics.
- The company borrowed and repaid $5.0 billion under a term loan credit agreement in February 2024.
Quarterly Report
- The company made a decision to revise the research and development plan for AGN-151607, a novel investigational neurotoxin, which contributed to a delay in the estimated timing of regulatory approval.
Quarterly Report
- The company raised its full-year adjusted diluted EPS guidance, indicating better than expected future performance.
- First quarter results were well ahead of expectations, driven by excellent performance from the ex-Humira growth platform.
Earnings Guidance Update
- The company's earnings per share guidance has been lowered due to a $164 million expense related to acquired IPR&D and milestones.
Debt Offering Announcement
- AbbVie is raising $15 billion through the issuance of senior notes.
- The notes are being sold to underwriters in a registered public offering.
- The proceeds will be used for specific purposes including acquisitions and debt repayment.
Merger Announcement
- The acquisition is expected to be dilutive to AbbVie's EPS in 2024, with a $0.42 per share impact for the full year and $0.04 per share in the first quarter.
Quarterly Report
- The full-year GAAP diluted EPS decreased by 59.0%, indicating worse than expected profitability.
- The overall net revenues decreased by 6.4% on a reported basis, showing worse than expected sales performance.
- Humira revenues experienced a substantial decline due to biosimilar competition, which was worse than expected.
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