AMGEN INC AMGN

35% shingled-prose overlap between the two filings.

2025: 132,077 chars · 2026: 122,736 chars

• Committee Report:8% overlap (5,862 → 598 chars)
• Pay Ratio (Item 402(u)):2% overlap (58,914 → 2,217 chars)
• Say-on-Pay proposal:9% overlap (24,785 → 2,459 chars)

• changedOur Named Executive Officers 46 47Our Strategy 47 48Aligning Pay With Performance 50 Execution 51Implementationof Our Strategic Priorities 50 51Long-Term Incentive Equity Award Design in 2025 57 202460Positive 2025 2024Say on Pay Vote Outcome and Responses to Stockholder Input 58 61Our Compensation Best Practices 59 62Our 2025 2024Compensation Program Highlights and Objectives 60 63How Compensation Decisions Are Made For Our Named Executive Officers 61 64Elements of Compensation and Specific Compensation Decisions 64 67Compensation Policies and Practices 76 78Non-Direct Compensation and Payouts in Certain Circumstances 79 81Accounting Standards 81 83
• changedThis Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, programs, and practices for our Named Executive Officers, or NEOs, and the executive positions they held in 2025 2024as set forth below.
• changedBradway Chief ReeseExecutive Officer and VicePresident andChiefTechnologyOfficerPeter H.
• changedGriffith Executive Vice President and BradwayChief Financial ExecutiveOfficer andPresidentMurdo Gordon Executive Vice President, Global Commercial Operations David M.
• changedReese GriffithExecutive Vice President and Chief Technology FinancialOfficer James E.
• new46 ï 2026 Proxy Statement
• changedOur Board engages in regular reviews of our strategy throughout the year and dedicates one meeting per year to a comprehensive review of our strategy and goals for the business for the short-,medium-,andlong-term.
• newshort-, medium-, and long-term.
• newIt also reviews and discusses long-term trends to inform short-term decisions.
• newOur business is organized across
• changedOurbusinessisorganizedacrossfour therapeutic areas: general medicine, oncology, inflammation, and rare disease.
• newï 2026 Proxy Statement 47
• changed2025 2024Activities Supporting Execution of Our Strategy
• changedStrategic Priorities Importance Select 2025 2024Activities PrioritiesInnovation is at the core of our strategy.
• new• Executed key clinical studies and advanced an innovative first-in-class Internal and External Innovation pipelinedelivering positive results: – In our general medicine therapeutic area: Cardiovascular – For Repatha®, our Phase 3 VESALIUS-CV study in patients at high cardiovascular (CV) risk without prior myocardial infarction or stroke met its dual primary endpoints.
• newThis study showed that Repatha significantly reduced the risk of first major adverse CV events (by 25%) and first heart attack (by 36%).
• newData presented from real-world studies, including VESALIUS-REAL (a cohort of over 1.1 million patients across 11 countries), also provided real-world evidence supporting Repatha’s use in low-density lipoprotein cholesterol management.
• new– For olpasiran, a Phase 3 primary prevention CV outcomes study was initiated and is enrolling patients with elevated lipoprotein(a) (Lp(a)) and at risk for a first major CV event.
• newObesity – For MariTide (maridebart cafraglutide), in 2025, we initiated and advanced six global Phase 3 studies under our broad MariTide clinical development program across four obesity and obesity-related conditions (chronic weight management, CV outcomes, heart failure, and obstructive sleep apnea).
• newWe reported results from Part 2 of the Phase 2 chronic weight management study that showed that the large majority of participants maintained the weight loss achieved in Part 1 for an additional 52 weeks on a lower monthly dose or quarterly dose of MariTide.
• newAdditionally, we announced that the Phase 2 study for the treatment of Type 2 diabetes in adults living with and without overweight or obesity demonstrated robust and clinically meaningful reductions in both HbA1c and weight.
• new– In our rare disease therapeutic area: – UPLIZNA® received FDA approval as the first and only treatment for adults living with Immunoglobulin G4-related disease (IgG4-RD).
• newUPLIZNA also received FDA approval for the treatment of generalized myasthenia gravis (gMG).
• new– TEPEZZA® received European Commission approval for the treatment of adults with moderate to severe thyroid eye disease.
• new– In our oncology therapeutic area: – IMDELLTRA® received full FDA approval for the treatment of adult patients with extensive-stage small cell lung cancer (ES-SCLC) with disease progression on or after one line of platinum-based chemotherapy based on positive results of the Phase 3 study demonstrating IMDELLTRA’s survival advantage over standard-of-care chemotherapy.
• newIMDELLTRA continues to advance into ES- and limited-stage SCLC.
• changed– LUMAKRAS® (in incombination with Vectibix®) Vectibix®received FDA approval for third-line treatment of patients with KRAS G12C-mutated metastatic colorectal cancer. cancerinJanuary2025.
• new– In our inflammation therapeutic area: – TEZSPIRE®(1) received FDA approval for the add-on maintenance treatment of inadequately controlled chronic rhinosinusitis with nasal polyps.
• newTwo Phase 3 studies have been initiated and are enrolling patients with moderate to very severe chronic obstructive pulmonary disease (COPD).
• newA Phase 3 study for the treatment of eosinophilic esophagitis has completed enrollment.
• new– For blinatumomab and inebilizumab, Phase 2 studies in autoimmune disease are enrolling adults with systemic lupus erythematosus.
• changed(1) TEZSPIRE (4)TEZSPIREis being developed in collaboration with AstraZeneca plc.
• new48 ï 2026 Proxy Statement
• changedStrategic Priorities Branded Biosimilars Importance Select 2025 2024Activities PrioritiesOur branded biosimilars build on our existing business capabilities and increase the efficient use of our existing resources by being fully integrated with, and supported by, our biologic development, manufacturing, and global commercial operations capabilities.
• changed• Our biosimilar portfolio delivered $3 $2.2billion of sales and 37% 16%sales growth (compared to 2024) 2023)in 2025. 2024.
• newWe also continued to advance our biosimilars pipeline in 2025, including the following: – For ABP 206 (a biosimilar candidate to OPDIVO®(1)), a comparative clinical study in patients with resected stage III or IV melanoma met the primary endpoint of pharmacokinetic similarity.
• newAnother comparative clinical study in patients with treatment-naïve unresectable or metastatic melanoma has completed enrollment.
• changed– For ABP 234 (a biosimilar candidate to KEYTRUDA®(1)), a Phase 3 study wasinitiatedin patients with advanced or metastatic non-squamous non-SCLC has completed enrollment, and another Phase 3 study continues to enroll patients with early-stage non-squamous non-SCLC as adjuvant treatment. non-SCLC.
• changed– •For ABP 692 (a biosimilar (biosimilarcandidate to OCREVUS®(1)), a comparative clinical study wasinitiatedin patients with relapsing-remitting multiple sclerosis andis enrolling patients.
• changedGlobal Impact GlobalImpactWe have establisheda global presence in approximately 100 countries around the world to capture the full value of our innovative capabilities globally.
• changed• ••Revenues from non-U.S. markets comprise more than 25% of our total revenues.
• changedManufacturing Excellence ManufacturingExcellenceWe are strategically investing at every stage of manufacturing across our network to reliably and efficiently meet growing demand for our medicines while maintaining their high quality.
• new• We continue to invest in the expansion of our manufacturing network.
• newFollowing our 2024 announcement of a $1 billion expansion of our North Carolina facilities, we announced additional investments of $900 million in Ohio and $650 million in Puerto Rico to support increased drug production and the integration of innovative advanced technologies throughout our operations.
• newThis expansion reinforces our long-standing commitment to U.S.-based biomanufacturing and is designed to enhance the resilience and flexibility of our global supply network.
• changed– We are havealso implementing developedinnovative manufacturing processes thatarebeingimplementedin these certainofourfacilities that andare designed to significantly increase our yields.
• changed• We are havebeeninnovatingourmanufacturingfacilitiesutilizing state-of-the-art technologies in building and expanding our North Carolina and Ohio facilities, technologies,including Amgen Ecovation, our proprietary biomanufacturing approach with flexible, modular designs that enhance production, require less space, can be built in less time, require lower capital investment, and cost less to operate than traditional plants, while also reducing environmental impact.
• newContinuous Improvement We prioritize continuous operating improvements to fund innovation, advancing our digital transformation through automation, artificial intelligence tools, and process simplification, as well as promoting collaborations across disciplines to accelerate our research productivity.
• new• We announced that we are investing more than $600 million to build a new, state-of-the-art center for science and innovation at our headquarters in Thousand Oaks, California.
• newThe new center is designed to bring together researchers, engineers and scientists across disciplines to enhance collaboration and accelerate the discovery of next-generation therapeutics for patients, utilizing advanced automation and digital capabilities.
• new• We continue to invest in information technology and Companywide process simplification and automation to further enable speed and efficiencies throughout our business, including through adoption of artificial intelligence (AI) and machine-learning tools customized for our business.
• newWe are also investing to enhance the digital fluency and AI capabilities of our workforce.
• changed• We invested $9 $7.1billion in 2025 2024for long-term growth ($7 ($6.0billion in research and development; and $2 $1.1billion in capital expenditures, including investments in expansion of our manufacturing facilities).
• changed• We reduced our debt outstanding by $6 $4.5billion, further strengthening our balance sheet.
• new• We returned $5 billion of capital to our stockholders in dividends and increased our quarterly dividend per share 6% over 2024.
• changed(1) OPDIVO (1)EYLEAis a registered trademark of Bristol-Myers Squibb Company; RegeneronPharmaceuticals,Inc.;SOLIRISisaregisteredtrademarkofAlexionPharmaceuticals,Inc.;STELARAisaregisteredtrademarkofJohnson&Johnson;KEYTRUDA is a registered trademark of Merck & Co., Inc.; OPDIVOisaregisteredtrademarkofBristol-MyersSquibbCompany;and OCREVUS is a registered trademark of Genentech, Inc.
• newï 2026 Proxy Statement 49
• changed• Pay •Payfor performance in a manner that strongly aligns with stockholder interests by rewarding both our short- and long-term performance.
• new• Drive our business strategy by positioning our staff to execute on our strategic priorities in the near- and
• changed•Driveourbusinessstrategybypositioningourstafftoexecuteonourstrategicprioritiesinthenear-andlonger-term with a mix of incentives and targets (financial and operational) that are tied to near- and long-term performance periods and activities.
• changed• Attract, •Attract,motivate, and retain the highest level of talent by providing competitive compensation, consistent with their roles and responsibilities, our success, and their contributions to this success.
• changed• Mitigate •Mitigatecompensation risk by maintaining pay practices that reward actions and outcomes consistent with the sound operation of our Company and with the creation of long-term stockholder value.
• changed• Consider •Considerall Amgen staff members in the design of our executive compensation program to ensure a consistent approach that encourages and rewards all staff members who contribute to our success.
• changedExecution Implementationof Our Strategic Priorities
• newOur 2025 Performance
• newWe delivered strong performance and robust financial results in 2025 and executed well on our strategic priorities, including rapidly advancing our innovative pipeline and expanding our manufacturing capacity.
• changedWe executed on our capital allocation priorities, including investing substantially in our late-stage latestageclinical programs and our innovative manufacturing facilities (including those in Ohio and North Carolina) and process development capabilities.
• changedReturn of Capital Our strong cash flows and balance sheet allowed us to make significant investments for long-term growth, including in our internal research and development programs projectsand in our capital projects (such as adding to, and expanding, our manufacturing capacity at various Amgen manufacturing sites, including in Ohio and North Carolina), sites),while repaying debt executingourdeleveragingplansand simultaneously growing our dividend.
• newIn 2025, while investing $7 billion in research and development and $2 billion in capital expenditures, we reduced our debt outstanding by $6 billion, further strengthening our balance sheet, and returned $5 billion of capital to our stockholders in dividends.
• newFull-Year 2025 Highlights
• new18 14 Productsachievedrecord sales Productsexceeded$1 billion in sales 13 10% Products delivered at least double-digitsales growth Year-over-yearrevenue andsales growth Dividend Growth We increased our quarterly dividend per share 6% over 2024 (to $2.38 per share per quarter for 2025 to $2.25 per share per quarter for 2024) 14 750% Consecutive years* of increases in our dividends per share Lifetime increase* in annualized dividends per share * Since inception in 2011
• new50 ï 2026 Proxy Statement
• changed2025 2024Annual Cash Incentive Plan
• changedEarned amounts from our 2025 2024annual cash incentive plan are tied directly to our performance based on pre-established financial and operating performance goals designed to drive execution of our strategic priorities.
• newGoal Weighting % ofTargetAchieved Resulting WeightedScore 1.
• changedFinancial Performance 60% 86.5% 63.1%a.
• newRevenues Target $35.388B Results $36.751B 30% 155.3% 46.6% b.
• newNon-GAAP Net Income(1) Target $11.144B Results $11.837B 30% 132.9% 39.9% 2.
• changedProgress Innovative Pipeline 30% 33.8% 53.3%a.
• changedAdvance Early Pipeline 10% 113.2% 11.3% 176.4%17.6%b.

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