ABBOTT LABORATORIES ABT

36% shingled-prose overlap between the two filings.

2025: 56,580 chars · 2026: 54,639 chars

• Committee Report:88% overlap (5,828 → 5,999 chars)
• Pay Ratio (Item 402(u)):3% overlap (2,135 → 60,000 chars)
• Say-on-Pay proposal:4% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis (CD&A) describes Abbott’s executive compensation program in 2025. 2024.
• changedBoudreau, Executive Vice President, Finance and Chief Financial Officer; Lisa D. HubertL.
• changedSalvadori, Executive Vice President and Group President, Established Pharmaceuticals and Nutritional Products; Christopher J. andRobertE.
• newScoggins, Executive Vice President, Diabetes Care, and Hubert L.
• changedAllen, Former Executive Vice President, General Counsel and Secretary. Secretary;LisaD.
• changedThis year’s CD&A reflects the feedback from our shareholders gathered during our 2025 2024shareholder outreach described on page 27. 28.
• changedAbbott’s strong, strongsustainable performance has resulted in total shareholder return (TSR) significantly exceeding abovethe peer group median on a one-year, three-year one-yearand five-year basis.
• newIn 2025, Abbott’s one-year total shareholder return (TSR) was 13%, delivering shareholder returns exceeding the 7% peer group median.On a three-year and five-year basis, our TSR performance was 21% and 25%, respectively, performing above the peer group medians of 6% and 17%.
• newRelative to our peers, on a one-year basis our TSR performance placed us at the 63rd percentile.
• changedOn a three-year one-yearbasis,ourTSRperformanceplacedusatthe58thpercentilerelativetoourpeersand onafive-year basis basis,our TSR performance placed us at the 68th and 58th percentile, respectively. percentilerelativetoourpeers.
• changedThese consistent top-tier returns are driven by strong execution, an effective governance structure, and the strength of our diversified business model with leadership positions in some of the largest and fastest-growing fastestgrowingmarkets in healthcare and innovative product portfolios across our businesses.1-Year Total Shareholder Return3-Year Total Shareholder Return5-Year Total Shareholder Return In addition to delivering significant shareholder returns, Abbott continued to take important steps to position the Company for long-term, sustainable growth. businesses.
• changedRobust innovation pipeline•Steady PIPELINEINVESTINGFORFUTUREGROWTHSHAREHOLDERRETURNS●Steadycadence of important product approvals across our businesses that will be significant contributors to growth in the coming years.
• newInvesting for future growth•Increased manufacturing scale and capabilities across several important products, including a larger footprint in the U.S.Shareholder returns•Returned $5 billion to shareholders in 2025 and announced a 6.8% increase to our dividend for 2026, marking our 54th consecutive year of dividend increases.
• new26
• changedIn 2025, 2024,we contacted shareholders representing over 60% of our outstanding shares to discuss our compensation program and various topics, including: topics:
• new•Strong Compensation Program Design: Annual incentives are based on financial, strategic, talent, and succession results, and long-term incentives are based on sustained company and individual performance.
• new•Rigorous Goal Setting: Goals are linked to Abbott’s business strategy and are designed to drive continuous growth, create shareholder value, and promote quality and compliance.
• changed•Peer Group ●PeerReview Process: Grounded in good governance principles, our Compensation Committee conducts annual reviews of the peer group to ensure that Abbott remains well-positioned in terms of size, growth, return profiles, geographic breadth, and management structure.
• new•Board Composition and Succession Planning: In the last 5 years, we have added 5 new independent directors with varied backgrounds, enhancing our Board’s diversity of skills and perspectives.
• changedOver the past six fiveyears, Abbott has averaged 91% support from shareholders.
• changedFall engagementEngage ENGAGEMENTPROXYSTATEMENTEngagewith consultants on executive compensation trends and market practices, risk assessment, evaluation of pay versus performance and regulatory updates.
• changedProxy statementBoard Boardreviews shareholder feedback received throughout the year and uses that feedback to enhance disclosures, governance practices, executive compensation programs and other policies, as appropriate.
• changedAnnual meetingMeet MEETINGSPRINGENGAGEMENTMeetwith shareholders to discuss prior year results and any areas of focus they may have for the upcoming year.
• changedPublish voting results for all shareholder proposals.Spring engagementEngage Engagewith key shareholders to discuss topics of interest with them and to share recent enhancements made to address any previous feedback.
• changedOur Compensation Committee reviewed our peer group in 2025 2024and determined that the existing peer group is positioned appropriately between size (revenue and market capitalization between approximately one-third and three-times Abbott’s), growth and return profiles, geographic breadth, and management and operating structure.
• newCompany NameSales/Rev.(1)(billions)MarketCap(1)(billions)% Rev.OutsideU.S.Similar #EmployeesMfg.Driven/Consumer-FacingAbbott Business Segment(s)/Characteristics Represented3M Company$24.9 $85.0 ConsumerBecton Dickinson$21.8 $55.4 Diagnostics, Medical DevicesBoeing$89.5 $170.0 Diagnostics, Medical DevicesBoston Scientific$20.1 $141.4 Medical DevicesBristol-Myers Squibb$48.0 $109.8 Established PharmaceuticalsCisco$57.7 $304.4 Diagnostics, Medical DevicesThe Coca-Cola Company$47.0 $300.7 ConsumerDanaher Corporation$24.6 $161.7 DiagnosticsHoneywell International$37.4 $123.9 Diagnostics, Medical DevicesJohnson & Johnson$94.2 $498.6 Diagnostics, Established Pharmaceuticals, Medical DevicesMedtronic$34.8 $123.2 Medical DevicesMerck$64.8 $261.3 Established PharmaceuticalsNike$46.5 $94.3 ConsumerPepsiCo$93.4 $196.2 ConsumerPfizer$61.9 $141.6 Established PharmaceuticalsProcter & Gamble$85.3 $334.9 ConsumerReckitt Benckiser(2)$18.9 $40.4 NutritionStryker Corporation$25.1 $134.4 Medical DevicesThermo Fisher Scientific$44.6 $217.7 DiagnosticsPeer Group Median$46.5 $151.7 Abbott$44.3 $217.9 Abbott Percentile Rank42nd71st
• changed(1)Data (1)Datasource: Nasdaq IR Insight database reflects most recently disclosed (as of January 31, 2026) 2025)trailing 12-month sales/revenue.
• changedThe market cap reflects values on December 31, 2025. 2024.
• changed(2)Revenue/Market (2)Revenue/MarketCap converted to USD for companies outside the U.S.
• changedApproximately 86% 87%of our pay is performance-based, directly tying a significant portion of executive compensation to Company performance and shareholder returns.
• newThe 2025 full year Earnings Per Share growth target was set 10.3% higher than 2024, and the actual growth was 10.3% higher than 2024.
• changedEach year the guidelines are set at the appropriate level within the competitive market range based on Abbott’s relative performance, as described on pages 30 31and 32.
• newAnnual incentive plan
• newBase salary$525,000Bonus target %90%Total goal score95%Award payout$448,875
• changedFor example, guidelines for grants made in February 2025 2024were set at the 50th percentile of our peer group, reflecting Abbott’s strong, sustained strongsustainableperformance which resulted in total shareholder return (TSR) above the peer median on both a 5- and 1-year basis.
• newSTEP 1: Link to Company PerformanceCompare Abbott’s TSR performance against our peer group, consider 1-, 3- and 5-year TSR to evaluate sustained performance across multiple performance periods STEP 2: Link to MarketPosition LTI guidelinevalue relative topeer group STEP 3: Link to IndividualPerformanceAdjust for individualperformancePerformancePeriod End1-year relativeTSR Percentile3-year relativeTSR Percentile5-Year RelativeTSR PercentileAwardYearLTI GuidelinePercentileLTI Award guideline adjusted up or down based on individual officer’s sustained 3-year contributions to:•Sales and market share growth•Margin•Strategic metrics202458th26th68th202550th202374th42nd63rd202450th202224th82nd82nd202360th202182nd82nd88th202275th202082nd82nd82nd202175th201925th100th75th202060th
• changedContribution scores are determined based upon performance relative to annual goals that are set at the beginning of each year and scored at the end of the year as reflected on pages 38 to 43 49,and are totalled totaledand used to adjust each officer’s award guideline.
• newSample individual LTI performance assessmentMetric202220232024OverallSales and Market Share Growth ContributionMet (0)Did Not Meet (-1)Exceeded (+1)0Margin ContributionMet (0)Met (0)Exceeded (+1)+1Strategic MetricsMet (0)Met (0)Met (0)0Total+1LTI Adjustment110%LTI adjustment legendPreliminary adjustmentTotalResult+4 or More125% +1 to +3110%0100%-1 or -290%-3 or Less75%
• changedAwards granted in 2025 2024continue to produce strong differentiation, resulting in award adjustments that ranged from 75% 90%to 125% of award guidelines based on individual performance measured over the three-year period ending in 2024. 2023.
• changedThe Adjusted ROE vesting target to determine future vesting is 15%, reflecting a 50% increase since the separation of Abbott and AbbVie in 2013.Prior to the separation of Abbott and AbbVie, the AbbVie business accounted for the majority (65%) of Abbott’s adjusted net income. 2013.
• changedWhile Abbott’s ROE was disproportionally lower following the AbbVie separation, shareholders that retained both their Abbott and AbbVie shares over the past thirteen twelveyears since the AbbVie separation would have seen a 440% 344%appreciation in their holdings.Impact of Abbott/AbbVie Separation¢ABBV¢ABT holdings.
• changedIt is important to note that the amounts shown in the Summary Compensation Table reflect the annual bonus for 2025 2024performance, but the LTI awards shown are for performance through 2024. 2023.
• changedMore information on the grants made for performance through 2025 2024will be available in the 2027 2026proxy.
• changedAny officer who does not fulfil fulfillthe covenant can receive a reduction of up to 100% of their annual incentive and/or long-term incentive awards.
• changedThe Board also works with management throughout the year to review and discuss that strategy, thestrategicplanning,including operating and financial plans, strategic business priorities and initiatives, and key risks and opportunities.
• newEvaluation of performanceMetricStrategic linkOur annual incentive plan is aligned to the following drivers of shareholder value:SalesMeasures Abbott’s ability to compete effectively in the markets in which we participate and focuses management on achieving strong top-line growth, consistent with our business strategy.Diluted EPSMeasures Abbott’s ability to deliver profitable growth, contributing to strong shareholder returns.Return on AssetsMeasures profitability and how effectively Company assets are used to generate profit.Free Cash FlowRecognizes the importance of generating cash to fund ongoing investments in our business and to pay down debt, pay dividends, and fund investments outside of capital expenditures.Gross MarginMeasures Abbott’s profit after subtracting the cost of manufacturing and distributing our products.Our long-term incentive plan relies on the following Company metrics, and 3-year sustained individual performance metrics, to determine award value:Total Shareholder ReturnMeasures Abbott’s stock and dividend performance against our peer group.
• newUsed to position LTI award guidelines relative to the market.3-year LTI Contribution MetricsMeasures how each officer has performed relative to their sales, margin, and strategic metrics over the past three years and LTI award guidelines are adjusted to reflect individual performance.Return on EquityMeasures how much profit Abbott generates over the long-term with the capital that shareholders have invested.
• newUsed to determine if performance-based restricted stock awards vest over the three year period following the grant.
• newRecent innovations demonstrating these principles include the FDA approval of the Esprit BTK dissolving stent for chronic limb-threatening ischemia below the knee, which offers improved outcomes and limb preservation; the launch of Liberta RC, the world’s smallest rechargeable deep brain stimulation system with remote programming capabilities for movement disorders; the introduction of AssertIQ, an insertable cardiac monitor in Europe that expands access to long-term cardiac monitoring; and the U.S. launch of TriClip, a minimally invasive treatment for damaged tricuspid valves, providing new options for patients ineligible for surgery.
• newIn 2024, Abbott advanced its Food Is Medicine initiatives by expanding Healthy Food Rx trials, including a randomized controlled study, and reached approximately 45,000 people through community-centric programs with partners such as Erie Family Health Centers, Rush University Medical Center, Alive Faith Network, and the University of Minnesota Community-University Health Care Center.
• newThe Abbott Pandemic Defense Coalition grew with three new sites, identified six new viruses, developed 12 prototype assays, and published 25 scientific studies, while training laboratory staff in next-generation sequencing techniques.
• newAdditionally, through the Abbott Center for Malnutrition Solutions, we distributed 12,000 Mid-Upper Arm Circumference (MUAC) z-score tapes, trained nearly 300 health workers, and screened more than 23,000 children for malnutrition, strengthening referral networks to primary care.
• changedAdvancing health access equitythrough partnership
• changedThrough social investing and Abbott Fund programs, we’ve partnered to provide decentralized community-centric health services and programming to underserved communities, helping more than 4.3 1.2million people globally access healthcare close to where they live.
• newOver the last decade, we have supported the training of more than 200 emergency medicine doctors and nurses, who are now leading care in Tanzania.
• changedIn 2024, 2023,we also supported the ongoing training of more than 2,000 3,300health workers, including doctors, surgeons, nurses, and social workers.
• changedEvery year, Abbott establishes yearweestablishand advances advanceprojects to sustainably reduce carbon emissions, expand the use of renewable energy, manage water use, reduce the impact of our packaging, packagingand minimize waste.
• changedBy the end of 2024, 2023,Abbott achieved a 9% reducedabsolute reduction in Scope 1 and 2 emissions by7%,compared to the 2018 baseline.
• changedOur Scope 3 goal calls for suppliers representing two of our largest categories — –purchased goods and services, and upstream transportation and distribution — –to have science-based targets by 2026.
• changedApproximately 40% 33%of our suppliers by emissions covering purchased goods and services and upstream transportation and distribution have science-based targets.
• changedWe continue to make progress on water, waste, wasteand packaging reduction initiatives.
• changedSeven Sixof our high-water-impact manufacturing sites that operate in areas of water stress have achieved Alliance for Water Stewardship (AWS) certification.
• changedIn 2024, three additional manufacturing facilities received Zero Waste-to-Landfill certification, bringing Thisbringsour total to 41 manufacturing ZeroWaste-to-Landfillsites to53facilitiescertified since our internal program began in 2012.
• newLastly, more than 31 million pounds of packaging were impacted through sustainable design programs from 2020 to 2024, including the transition of approximately 2.2 million pounds of packaging annually to more circular options and the elimination or reduction of more than 29 million pounds of material.
• changedIn 2024 2023we created more than 520,000 304,000development and job opportunities for current and future employees.
• newThis brings our total to more than 1.3 million since the launch of our 2030 Plan, exceeding our original goal of 1 million, which we have since increased to 2 million.
• changedAdditionally, we created more than 28,000 31,000STEM opportunities globally for young people in 2024, 2023,bringing our total to more than 131,000 103,000since the launch of our 2030 Plan, exceeding our original goal of 100,000, which we have since increased to 200,000.
• changedOur market-leading benefits focus on thoseareas that have a meaningful realimpact on forour employees’ lives. employees.
• newSince the program’s inception in 2019, we have contributed more than $10.3 million in employer contributions to participant retirement accounts, surpassing our original goal of $10 million six years early.
• newIn 2024, we created more than 520,000 development and job opportunities for current and future employees, bringing our total to over 1.3 million since launching our 2030 Plan, exceeding our initial goal of 1 million.
• newAdditionally, we provided more than 28,000 STEM opportunities globally for young people in 2024, bringing our total to more than 131,000 since the launch of the 2030 Plan, surpassing our original goal of 100,000, which we have since increased to 200,000.
• newWe also expanded our mental health offerings to enhance awareness, increase benefits, and support diverse cultural perspectives, reinforcing our commitment to holistic employee well-being.
• newIn 2024, we further strengthened our executive-level, cross-functional Data Use and Ethics Board, which establishes data and artificial intelligence (AI) guiding principles, directs strategic focus for data capabilities, and sponsors the creation and enhancement of policies and standards around responsible data use.
• newAbbott’s five key principles for ethical AI use—Responsible, Safe, Transparent, Fair, and Impactful—continue to guide our commitment to maintaining trust with customers, employees, and business partners.
• changedAdditionally, we enhanced improvedour customer cybersecurity portal with increased automation, improved moreautomationandenhancedaccess, advanced search, and notification capabilities, providing capabilitiestoprovidehealthcare delivery organizations with direct and timely access to critical keycybersecurity information on Abbott products.
• newIn 2024, we engaged with more than 3,800 suppliers on sustainability risks and opportunities, influencing over 45% of our supply chain spend.
• newOur due diligence program screened more than 90% of direct material suppliers by spend and evaluated over 500 potentially high-sustainability-risk suppliers through targeted assessments and on-site audits.
• newWe also continued our collaboration with the Local Initiatives Support Corporation (LISC), committing significant growth capital, small business loans, and technical assistance to support diverse small businesses.
• changedIt is important to note that the amounts shown in the Summary Compensation Table reflect the annual bonus for 2025 2024performance, but the LTI awards shown are for performance through 2024. 2023.
• changedMore information on the grants made for performance through 2025 2024will be available in the 2027 2026proxy.

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