DEF 14A of Abbott Laboratories, Mar 13, 2026

DEF 14A of Abbott Laboratories

Filed Mar 13, 2026 · FY20250001308179-26-000064

Open on EDGAR

  1. Key features of our executive compensation program

    | Compensation practice | | Abbott policy | More information on page | | | Compensation is Market-Based | Benchmark to peers with investment profiles, operating characteristics, and employment and business markets similar to Abbott. Annual incentive plan goals are set to exceed market growth in relevant markets/business segments | 28 - 31 | | | | | | | | Compensation is Performance-Based | Short-term and long-term incentive awards are 100% performance-based. Annual incentive plan goals are set to exceed market growth in relevant markets and business segments | 29 - 31 | | | | | | | | Double-Trigger Change in Control | Provide change in control benefits under double-trigger circumstances only | 67-69 | | | | | | | | Recoupment Policies | Compensation Committee can seek recoupment of incentive compensation, forfeit existing awards or reduce future awards | 52 | | | | | | | | Robust Share Ownership Guidelines | Require significant share ownership for officers and directors and retention requirements until guidelines are met | 25 and 51 | | | | | | | | Capped Incentive Awards | Incentive award payments are capped | 30 and 54 | | | | | | | | Independent Compensation Committee Consultant | Committee consultant performs no other work for Abbott | 20 | | | | | | | | Tax Gross Ups | No tax gross ups under our executive officer pay program | 50 - 51 | | | | | | | | Guaranteed Bonuses | No guaranteed bonuses | 29 - 30 | | | | | | | | Employment Contracts | No employment contracts | 67 | | | | | | | | Excessive Risk Taking | No highly leveraged incentive plans that encourage excessive risk taking | 53-54 | | | | | | | | Hedging and Pledging of Company Shares | No hedging or pledging of Abbott shares is allowed | 52 and 54 | | | | | | | | Discounted Stock Options | No discounted stock options are allowed or granted | 53 | | | | | |

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    Build a foundation for the future

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    | | Climate Protect a healthy environment Protect our climate and water, including supporting the Science Based Targets initiative (SBTi) objective of reducing Scope 1, 2, and 3 carbon emissions. Reduce product packaging and waste, including addressing 50 million pounds of packaging and using a circular economy approach to achieve at least 90% waste diversion rate. | | Our people Build the diverse, innovative workforce of tomorrow Attract, retain, and develop the best talent from the more than 160 countries in which we do business. Create opportunities in Abbott’s science, technology, engineering, and math (STEM) programs and internships for more than 200,000 young people. | | | | | | | | Supply chain Ensure a resilient, diverse and responsible supply chain Certify that newly contracted direct material spends incorporate responsibility requirements. Ensure ethical sourcing from suppliers with high-risk sustainability factors through 100% auditing. Continue to help safeguard our supply chain to mitigate single-source and supply shocks. | | Data and data privacy Responsibly connect data, technology, and care Be a trusted healthcare leader in secure and responsible data collection, use, management and privacy, in order to protect our patients and customers, empower them to make better, more complete decisions about their health, and drive innovation through insights and analytics. | | | | | |

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    Voting matters and Board recommendations

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    | Item 1 | The Board recommends a vote FOR each nominee. | | | Election of 12 director nominees •Highly qualified Board with diversity in backgrounds, skills and experiences. •Relevant expertise to provide oversight and guidance for Abbott’s diversified operating model. •See pages 9 to 14 for more information. | | |

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    | Item 2 | The Board recommends a vote FOR this item. | | | Ratification of Ernst & Young LLP as auditors •Independent firm with significant industry and financial reporting expertise. •See pages 75 to 76 for more information. | | |

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    | Item 3 | The Board recommends a vote FOR the approval of the named officers' compensation. | | | Say on pay: Advisory vote on the approval of executive compensation •Market-based structure producing differentiated awards based on both company and individual performance, managed with independent oversight by the Compensation Committee. •Aligned to drive Abbott’s strategic priorities, reflects strong sustainable performance resulting in total shareholder return (TSR) above the peer median on a one-year, three-year, and five-year basis. •See pages 77 and 78 for more information. | | |

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    | Item 4 | The Board recommends a vote FOR this item | | | Approval of the Abbott Laboratories 2026 Incentive Stock Program •Market-competitive program that is designed to incentivize approximately 15,000 employees across 70+ countries. •Designed to attract and retain high-level talent while driving long-term performance. •See pages 79 to 86 for more information. | | |

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    | Item 5 | The Board recommends a vote FOR this item | | | Approval of the Abbott Laboratories 2026 Employee Stock Purchase Plan for Non-U.S. Employees •Market-competitive program that is offered to approximately 60,000 employees across 60+ countries. •Designed to align employee interests with shareholder value creation. •See pages 87 to 91 for more information. | | |

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    | Item 1 | Election of Directors |

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    | | Nita Ahuja, M.D. Director Since 2025 | Age 59 Dean of the University of Wisconsin School of Medicine and Public Health, Vice Chancellor of Medical Affairs, and Professor in the Department of Surgery | | | | | Professional background •Dean of the University of Wisconsin School of Medicine and Public Health, Vice Chancellor of Medical Affairs, Professor in the Department of Surgery, and alternating Chair or Vice Chair of the Board of the University of Wisconsin Hospitals and Clinics Authority since May 2025. •Chair of the Department of Surgery at Yale School of Medicine from 2018 to 2025, Surgeon-in-Chief for Yale New Haven Health System and Board member of Yale New Haven Hospital from 2020 to 2025, Chair of the Yale Medicine Faculty Practice Plan from 2020 to 2024, and Interim Chief of the Yale Cancer Center from 2021 to 2022. •Vice Chair of Academic Affairs, Department of Surgery at the Johns Hopkins University School of Medicine from 2014 to 2018, and Chief, Division of Surgical Oncology at The Johns Hopkins Hospital from 2016 to 2018. •Serves as an elected member of the National Academy of Medicine and on the Board of Directors of the Association of American Medical Colleges, and has served as an elected national representative to the Commission on Cancer for the American College of Surgeons. Key qualifications and expertise Through her extensive leadership experience at leading medical institutions and her expertise as a practicing surgeon, Dr. Ahuja provides the Board with deep understanding of medical science and healthcare delivery, including valuable perspectives on research and development initiatives and strategic priorities, medical technologies, and the evolving healthcare environment. | |

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    | | Claire Babineaux-Fontenot Director Since 2022 | Age 61 Chief Executive Officer, Feeding America | | | | | Professional background •Chief Executive Officer of Feeding America, a U.S. hunger-relief charitable organization, since October 2018. Ms. Babineaux-Fontenot has announced her retirement after a period of transition in 2026. •Founder of CBF Consulting Group, LLC, a business consulting firm, since 2017. •Executive Vice President and Global Treasurer of Walmart Inc., a multinational retail corporation operating supercenters, discount department stores, and eCommerce websites, from 2014 to 2017. •Senior Vice President and Chief Tax Officer of Walmart, from 2007 to 2014. •Vice President of Audits and Tax Policy of Walmart, from 2004 to 2007. •Serves on the Board of Directors of New York Life Insurance Company. Key qualifications and expertise As the Chief Executive Officer of Feeding America, Ms. Babineaux-Fontenot provides Abbott’s Board with substantial experience in organizational governance, strategic planning, and supply chain and infrastructure management, and through her prior financial leadership roles at Walmart, Ms. Babineaux-Fontenot contributes extensive expertise and knowledge of global risk management and corporate finance and accounting matters for a multinational public company. | |

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    | | Sally E. Blount, Ph.D. Director Since 2011 | Age 64 Chief Executive Officer, Catholic Charities of the Archdiocese of Chicago, and Michael L. Nemmers Professor of Strategy and Former Dean of the J.L. Kellogg Graduate School of Management at Northwestern University | | | | | Professional background •Chief Executive Officer of Catholic Charities of the Archdiocese of Chicago since 2020. •Michael L. Nemmers Professor of Strategy at the J.L. Kellogg Graduate School of Management at Northwestern University since 2010. •Dean of the J.L. Kellogg Graduate School of Management at Northwestern University from 2010 to 2018. •Dean of the New York University Undergraduate College and Vice Dean of its Leonard N. Stern School of Business from 2004 to 2010. •Professor at the New York University Leonard School of Business from 2001 to 2010, and became the Abraham L. Gitlow Professor of Management in 2004. •Held academic posts at the University of Chicago’s Graduate School of Business from 1992 to 2001. •Served on the Board of Directors of Ulta Beauty, Inc. from 2017 to 2022, the Board of Directors of the Economic Club of Chicago from 2017 to 2023, and the Board of Directors of the Joyce Foundation from 2017 through 2025. Key qualifications and expertise As a professor of management and strategy, having served as Dean of the J.L. Kellogg Graduate School of Management at Northwestern University and as Vice Dean and Dean of the Undergraduate College of New York University’s Leonard N. Stern School of Business, Dr. Blount provides Abbott’s Board with expertise on business organization, strategy, governance and management matters. | |

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    | | Robert B. Ford Director Since 2019 | Age 52 Chairman of the Board and Chief Executive Officer, Abbott Laboratories | | | | | Professional background •Chairman of the Board and Chief Executive Officer of Abbott since December 2021. •President and Chief Executive Officer of Abbott from 2020 to 2021. •President and Chief Operating Officer of Abbott from 2018 to 2020. •Executive Vice President, Medical Devices of Abbott from 2015 to 2018. •Senior Vice President, Diabetes Care of Abbott from 2014 to 2015. •Held various leadership roles across Abbott’s Diagnostics, Nutrition, and Diabetes Care businesses in the U.S. and Latin America since joining Abbott in 1996. Key qualifications and expertise As Abbott’s Chairman of the Board and Chief Executive Officer, and having previously held various leadership positions at Abbott, including Chief Operating Officer, where he was responsible for all of Abbott’s operating businesses, Mr. Ford contributes an extensive knowledge of the Company’s global operations, a wide breadth of experience in strategy and execution, and valuable insights into global healthcare markets. | |

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    | | Paola Gonzalez Director Since 2021 | Age 54 Vice President, Global Financial Planning & Analysis, The Clorox Company | | | | | Professional background •Vice President, Global Financial Planning & Analysis of The Clorox Company, a manufacturer and marketer of consumer and professional products, since June 2023. •Vice President and Treasurer of Clorox, responsible for treasury, investor relations, and real estate, from 2018 to 2023. •Vice President of Finance, Household and Lifestyle Segments of Clorox from 2010 to 2017. •Vice President of Finance, Global Strategic Initiatives of Clorox from 2008 to 2010. •Held various leadership roles in finance across Clorox since joining Clorox in 1997. •Prior to Clorox, worked in finance for American Airlines in Latin America. Key qualifications and expertise As Vice President, Global Financial Planning & Analysis of The Clorox Company, pursuant to which she provides financial leadership across all Clorox businesses and business development efforts, and through her prior roles in treasury, investor relations, and several of Clorox’s businesses, Ms. Gonzalez has considerable experience providing financial leadership to a multinational public company with multiple businesses, contributing significant financial expertise and knowledge of financial statements, corporate finance and accounting matters. | |

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    | | Michelle A. Kumbier Director Since 2018 | Age 58 President, Turf & Consumer Products, Briggs & Stratton, LLC | | | | | Professional background •Senior Vice President and President, Turf & Consumer Products of Briggs & Stratton, LLC, a manufacturer and marketer of engines, batteries, and outdoor power equipment, since March 2022. •Senior Vice President and Chief Operating Officer of Harley-Davidson Motor Company, a motorcycle and related products manufacturer, from 2017 to 2020. •Senior Vice President of Motor Company Product and Operations of Harley-Davidson from 2015 to 2017. •Held various other executive roles across Harley-Davidson, from 1997 to 2015. •Held various positions at Kohler Company, maker of premium plumbing products, from 1986 to 1997. •Served on the Board of Directors of Tenneco Inc. from 2021 to 2022. Other public company boards Teledyne Technologies Incorporated, Ryerson Holding Corporation Key qualifications and expertise Having served in several executive roles at Harley-Davidson, Ms. Kumbier contributes extensive experience in the management of a multinational public company, including significant manufacturing, product development, commercial, business development and strategic planning experience. | |

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    | | Darren W. McDew Director Since 2019 | Age 65 Retired General, United States Air Force, and Former Commander of U.S. Transportation Command | | | | | Professional background •Four-star general who served for 36 years in the United States military before retiring in October 2018. •Commander, U.S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018. •Held various leadership roles across the U.S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division. •Serves on the Board of Directors of United Services Automobile Association, Boys & Girls Club of America, and Manns Home Youth Foundation. Other public company boards Parsons Corporation, GE Aerospace Key qualifications and expertise Through his extensive leadership in the U.S. Air Force, General McDew contributes significant experience managing large, complex global operations, including strategic planning, security and risk management, cybersecurity, supply chain and infrastructure management, succession planning, and leadership development. | |

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    | | Nancy McKinstry Lead Independent Director Director Since 2011 | Age 67 Retired Chief Executive Officer and Chairman of the Executive Board, Wolters Kluwer N.V. | | | | | Professional background •Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., a global information, software, and services provider, from September 2003 to February 2026, and a member of its Executive Board from June 2001 to February 2026. •Member of the J.P. Morgan International Council. •Serves on the Board of Directors of Russell Reynolds Associates and the Board of Overseers of Columbia Business School. Other public company boards Accenture plc, Mondelēz International, Inc. Key qualifications and expertise Having served as the Chief Executive Officer and Chairman of the Executive Board of Wolters Kluwer N.V., Ms. McKinstry contributes global perspectives and management experience in a broad range of key issues impacting a large multinational business such as Abbott’s, including global strategy and operations, risk management, corporate finance and financial reporting, and regulatory and compliance matters. | |

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    | | Michael G. O’Grady Director Since 2023 | Age 60 Chairman and Chief Executive Officer, Northern Trust Corporation | | | | | Professional background •Chairman of Northern Trust Corporation, a financial services company, since 2019, Chief Executive Officer since 2018, and President since 2017. •President, Corporate & Institutional Services of Northern Trust from 2014 to 2016. •Chief Financial Officer of Northern Trust from 2011 to 2014. •Managing Director, Investment Banking Group of Bank of America Merrill Lynch from 2000 to 2011. Other public company boards Northern Trust Corporation Key qualifications and expertise As the Chairman and Chief Executive Officer of Northern Trust Corporation, Mr. O’Grady has significant experience leading a global public company in a highly regulated industry, including oversight of operations and risk management, strategy and business development, and corporate governance. Mr. O’Grady also contributes broad financial expertise, including extensive experience in financial advisory and investment banking matters. | |

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    | | Michael F. Roman Director Since 2021 | Age 66 Retired Chairman of the Board, President and Chief Executive Officer, 3M Company | | | | | Professional background •Executive Chairman of the Board of 3M Company, a global manufacturing and technology company, from May 2024 to March 2025. •Chairman of the Board, President and Chief Executive Officer of 3M from 2019 to 2024. •Chief Executive Officer of 3M from 2018 to 2019. •Chief Operating Officer and Executive Vice President of 3M from 2017 to 2018 with direct responsibilities for 3M’s five business groups and its international operations. •Executive Vice President, Industrial Business Group of 3M from 2014 to 2017. •Senior Vice President, Business Development of 3M from 2013 to 2014. •Vice President and General Manager of Industrial Adhesives and Tapes Division of 3M from 2011 to 2013. Other public company boards Waystar Holding Corp. Key qualifications and expertise Having served as 3M Company’s Executive Chairman and its Chairman of the Board, President and Chief Executive Officer, Mr. Roman has extensive experience leading a multinational public company with multiple businesses, contributing significant manufacturing, supply chain, technology, and finance experience, as well as valuable insights into corporate strategy and risk management. | |

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    | | Daniel J. Starks Director Since 2017 | Age 71 Retired Chairman, President and Chief Executive Officer, St. Jude Medical, Inc. | | | | | Professional background •Executive Chairman of the Board of St. Jude Medical, Inc., a medical device manufacturer, from January 2016 to January 2017, when Abbott completed its acquisition of St. Jude Medical. •Chairman, President and Chief Executive Officer of St. Jude Medical from 2004 until his retirement in January 2016. •President and Chief Operating Officer of St. Jude Medical from 2001 to 2004. •President and CEO, Cardiac Rhythm Management Business of St. Jude Medical from 1997 to 2001. Key qualifications and expertise Having served as St. Jude Medical’s Executive Chairman and its Chairman, President and Chief Executive Officer, and having joined St. Jude Medical in 1996, Mr. Starks contributes not only comprehensive and critical knowledge of the medical device industry, but also extensive business and management experience operating a global public company in a highly regulated industry. | |

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    | | John G. Stratton Director Since 2017 | Age 65 Retired Executive Chairman, Frontier Communications Parent, Inc. | | | | | Professional background •Executive Chairman of Frontier Communications Parent, Inc., a telecommunications company, from April 2021 to January 2026. •Executive Vice President and President of Global Operations of Verizon Communications Inc. from 2015 to 2018. •Executive Vice President and President of Global Enterprise and Consumer Wireline of Verizon from 2014 to 2015. •President of Verizon Enterprise Solutions from 2012 to 2014. •Chief Operating Officer and Executive Vice President of Verizon Wireless from 2010 to 2012. •Member of The President’s National Security Telecommunications Advisory Committee from 2012 to 2018. •Director of the Cellular Telecommunications Industry Association from 2015 to 2018. Other public company boards General Dynamics Corporation Key qualifications and expertise Through his executive leadership experience, Mr. Stratton contributes extensive business and management expertise operating a global public company such as Abbott, including valuable insights on corporate strategy and risk management. His service on the National Security Telecommunications Advisory Committee enables him to provide government perspective and experience in a highly regulated industry. | |

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    The Board of Directors and its Committees Director independence The Board has determined that each of following director nominees is independent in accordance with the New York Stock Exchange listing standards: Nita Ahuja, M.D., Claire Babineaux-Fontenot, Sally E. Blount, Ph.D., Paola Gonzalez, Michelle A. Kumbier, Darren W. McDew, Nancy McKinstry, Michael G. O’Grady, Michael F. Roman, Daniel J. Starks, and John G. Stratton, as well as Robert J. Alpern, M.D., who will continue to serve as a director until the 2026 Annual Meeting. To make this determination, the Board applied the independence standards under the New York Stock Exchange listing standards. The Board also considered whether a director or director nominee has any other material relationships with Abbott or its subsidiaries and concluded that none of them had a relationship that impaired his or her independence. This included consideration of the fact that some of the directors or director nominees or their family members are officers or serve on boards of companies or entities to which Abbott sold products or made contributions or from which Abbott purchased products and services during the year. In making its determination, the Board relied on both information provided by the directors and director nominees and information developed internally by Abbott. Director selection The Nominations and Governance Committee assists the Board of Directors in identifying individuals qualified to become Board members and recommends to the Board the nominees for election as directors at the next annual meeting of shareholders. The process used by the Nominations and Governance Committee to identify a nominee to serve as a Board member depends on the qualities being sought. From time to time, Abbott engages an executive search firm to assist the Committee in identifying individuals qualified to be Board members. Board candidates are considered on the basis of a range of criteria and should have demonstrated experience and abilities that are relevant to the Board’s oversight role with respect to Abbott’s business and affairs. When combined, the backgrounds and qualifications of the director nominees should provide a portfolio of experience and knowledge that will serve Abbott’s governance and strategic needs. When selecting and evaluating nominees for the Board, the Nominations and Governance Committee and the Board may consider certain qualifications, such as strong backgrounds in management, medical and scientific research and development, finance, international business, and government. Abbott’s outline of directorship qualifications is included in Abbott’s Governance Guidelines. In addition, all Abbott directors must exhibit:

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    | •Global business perspective •Successful track record •Innovative thinking | •Knowledge of corporate governance requirements and practices •High integrity •Commitment to good corporate citizenship |

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    A description of the procedure for the recommendation and nomination of directors by shareholders is on pages 96 and 97. Board composition and diversity In the process of identifying nominees to serve as members of the Board of Directors, the Nominations and Governance Committee considers the Board’s diversity of relevant experience, areas of expertise, ethnicity, gender, and geography. The process used to identify and select nominees has resulted in a well-balanced, diverse, and highly qualified Board of Directors with the backgrounds, skills, and perspectives necessary to provide strong oversight and guidance. Each director nominee’s biography includes the particular experience and qualifications that led the Board to conclude that the nominee should serve on the Board. The director nominees’ biographies are on pages 9 through 14.

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    | The 12 director nominees form a well-balanced, highly qualified Board with broad expertise and perspectives to provide strong oversight over Abbott’s diversified operating model and long-term strategy |

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    | | Healthcare industry | | Risk management, including data protection and cybersecurity | | Government, regulatory and compliance | | | Finance and accounting | | Global strategy and operations | | Consumer marketing and brand management | | | Science, innovation, and technology | | Senior leadership of large, complex organizations | | Sustainability and corporate responsibility |

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    Well-balanced tenure

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    | | 5 | 0-4 Years | | | 5 | 5-10 Years | | | 2 | 11 + Years |

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    Board diversity

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    | | 58% | Overall | | | 50% | Women | | | 33% | Racial/Ethnic Diversity |

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    Leadership structure Abbott’s current Board leadership is comprised of the Chairman of the Board and CEO, a Lead Independent Director, and independent Committee Chairs. The Board reviews its leadership structure at least annually and has determined that this structure is in the best interests of Abbott and its shareholders at this time. This structure balances strong, independent oversight with extensive business knowledge and experience. The Board also retains the flexibility necessary to adopt the leadership structure in the best interests of Abbott and its shareholders based on the specific circumstances and needs of the business over time. Robert B. Ford currently serves as Chairman of the Board and CEO. The Board has determined that this is in the best interests of Abbott and its shareholders, as it provides cohesive leadership and direction for the Board and executive management, as well as clear accountability and unified leadership in the oversight and execution of strategic initiatives and business plans. Mr. Ford has extensive industry expertise and familiarity with Abbott’s diverse, global businesses, such that his strategic and operational insights provide the Board with a comprehensive vision, from long-term strategic direction to day-to-day execution. Abbott’s Board also maintains a strong Lead Independent Director with significant roles and responsibilities, who is appointed by and from the independent directors. In selecting a Lead Independent Director, the independent directors consider several factors, including corporate governance expertise, board service and tenure, ability to meet the required time commitment, and operational and leadership experience.

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    Key functions and responsibilities of the Lead Independent Director include:

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    | •Preside at regularly conducted executive sessions of the independent directors and provide feedback to the Chairman and CEO and other senior management, as appropriate •Preside at all meetings of the Board at which the Chairman is not present •Facilitate communication with the Board and serve as liaison between the Chairman and the independent directors •Authority to call meetings of independent directors •Review and communicate with the Chairman regarding appropriate agenda topics and schedule sufficiency | •Lead the Board’s annual evaluation of the Chairman of the Board and Chief Executive Officer •Lead the annual performance review process •Consult with management on corporate governance issues and developments •Confer with the Nominations and Governance Committee and the Chairman of the Board and Chief Executive Officer regarding senior management succession planning •Engage directly with major shareholders as appropriate |

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    Throughout the year, the Board and its Committees conduct a thorough review of Abbott’s corporate governance structures, taking into account the results of the annual shareholders meeting and shareholder feedback; the results of annual Board, Committee, and director assessments; regulatory developments; and advancements in the areas of corporate governance, compensation, and sustainability. In addition, as part of its regular succession planning, the Board monitors the composition of backgrounds, skills, and experiences contributed by each of the directors, as well as director tenures and upcoming retirements. Based on these ongoing evaluations, the Board takes actions to continue shaping the Board’s leadership structure and composition to best serve the interests of Abbott and its shareholders. Such actions include evaluating director candidates to supplement the Board’s portfolio of skills, appointing new directors well in advance of anticipated retirement to provide sufficient time for onboarding and transfer of institutional knowledge, and adjusting Board Committee leadership and composition to refresh perspectives and further director development. Abbott’s Board leadership is further strengthened by: •Eleven of twelve director nominees are independent •Demonstrated commitment to Board refreshment – five new independent directors elected in the last five years to supplement the Board’s skills and provide fresh perspective, including in the areas of finance, supply chain and infrastructure management, technology, medical science, and healthcare delivery •Fully independent Board Committees – Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee •Committee Chairs who are recommended to the Board by the Nominations and Governance Committee and approved by the full Board •Executive sessions of the independent directors, led by the Lead Independent Director, at each regularly scheduled Board meeting •Annual election of directors by majority vote •Annual evaluations of the Board, each Committee, and each director, including the Chairman of the Board and Chief Executive Officer, that are led by the Lead Independent Director and conducted anonymously to facilitate candid feedback •Review of Chairman of the Board and Chief Executive Officer performance and approval of compensation by independent directors and fully independent Committees •Private Committee sessions with members of senior management

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    Board oversight Abbott is committed to strong governance that is aligned with shareholder interests. Our Board spends significant time with Abbott’s senior management to understand global dynamics, challenges, and opportunities for Abbott. During these interactions, directors provide insights and ask probing questions, which guide management decision making. This collaborative approach to risk oversight and emphasis on long-term sustainability begins with our leaders and is ingrained in Abbott’s culture.

  48. Executive Committee

    As set forth in Abbott’s Governance Guidelines, in order to be renominated, incumbent directors must demonstrate certain key characteristics, including: •Adequate preparation for Board and Committee meetings, •Participation in and contributions to Board and Committee discussions, •Providing on-going advice and counsel to management on the director’s own initiative and when requested by management, •Regular attendance at Board and Committee meetings, and •Maintaining an independent familiarity with the external environments in which Abbott operates and especially in the director’s own particular fields of expertise. Each incumbent director is evaluated on the above criteria by each of his or her peers as part of the annual Board evaluation process, which occurs prior to renomination of any incumbent director for the next annual shareholders meeting. The Board’s evaluation process is discussed on page 22. Shareholder engagement and feedback In 2025, we contacted shareholders representing over 60% of our outstanding shares to discuss our compensation program and various other topics, including: •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. •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. •Peer Group Review 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. •Strong 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. Communicating with the Board of Directors Interested parties may communicate with the Board of Directors by writing a letter to the Chairman of the Board, to the Lead Independent Director, or to the independent directors c/o Abbott Laboratories, 100 Abbott Park Road, D-364, AP6D, Abbott Park, Illinois 60064, Attention: Corporate Secretary. The General Counsel and Corporate Secretary regularly forwards to the addressee all letters other than mass mailings, advertisements, and other materials not relevant to Abbott’s business. In addition, directors regularly receive a log of all correspondence received by Abbott that is addressed to a member of the Board and may request any correspondence on that log. Corporate governance matters Abbott’s corporate governance guidelines, outline of directorship qualifications, director independence standards, code of business conduct, and the charters of Abbott’s Audit Committee, Compensation Committee, Nominations and Governance Committee, and Public Policy Committee are all available in the corporate governance section of Abbott’s investor relations website (www.abbottinvestor.com). Abbott has an insider trading policy governing the purchase, sale, and other dispositions of Abbott securities by its directors, officers and employees, as well as Abbott itself, that Abbott believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards. The policy was filed as Exhibit 19 to Abbott’s Form 10-K for the year ended December 31, 2025.

  49. Executive Committee

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | N. Ahuja(1) | $— | $— | $— | $— | $— | $— | | R. J. Alpern | 126,000 | 209,906 | — | 112,585 | 25,000 | 473,491 | | C. Babineaux-Fontenot | 132,000 | 209,906 | — | — | 25,000 | 366,906 | | S. E. Blount | 126,000 | 209,906 | — | 13,429 | 25,000 | 374,335 | | P. Gonzalez | 132,000 | 209,906 | — | — | — | 341,906 | | M. A. Kumbier | 132,000 | 209,906 | — | — | — | 341,906 | | D. W. McDew | 126,000 | 209,906 | — | — | — | 335,906 | | N. McKinstry | 147,000 | 209,906 | 49,000 | 759 | — | 406,665 | | M. G. O’Grady | — | 209,906 | 126,000 | — | — | 335,906 | | M. F. Roman | 147,667 | 209,906 | — | — | — | 357,573 | | D. J. Starks | — | 209,906 | 151,000 | — | — | 360,906 | | J. G. Stratton | 153,667 | 209,906 | — | — | 25,000 | 388,573 |

  50. Executive Committee

    (1)Dr. Ahuja joined the Board on December 12, 2025. (2)Under the Abbott Laboratories Non-Employee Directors’ Fee Plan, non-employee directors earn $10,500 for each month of service as a director. Audit Committee members, other than the Audit Committee chair, receive $500 for each month of service on the Audit Committee. Board Committee chairs receive monthly fees of: $2,500 for the Audit Committee chair, $2,083.33 for the Compensation Committee chair, $2,083.33 for the Nominations and Governance Committee chair ($1,250 prior to May 1, 2025), $2,083.33 for the Public Policy Committee chair ($1,250 prior to May 1, 2025), and $3,333.33 for the lead independent director. Fees earned under the Abbott Laboratories Non-Employee Directors’ Fee Plan are paid in cash to the director, paid in the form of vested non-qualified stock options, deferred (as a non-funded obligation of Abbott), or paid currently into an individual grantor trust established by the director. The distribution of deferred fees and amounts held in a director’s grantor trust generally commences when the director reaches age 65, or upon retirement from the Board of Directors, if later. The director may elect to have deferred fees and fees deposited in trust credited to either a guaranteed interest account or to a stock equivalent account that earns the same return as if the fees were invested in Abbott shares. If necessary, Abbott contributes funds to a director’s trust so that as of year-end the stock equivalent account balance (net of taxes) is not less than seventy-five percent of the market value of the related common shares at year-end. (3)The amounts reported in this column represent the grant date fair value of the awards calculated in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines the grant date fair value of stock unit awards by multiplying the number of restricted stock units granted by the average of the high and low market prices of an Abbott common share on the date of grant. In addition to the fees described in footnote 2, each non-employee director elected to the Board of Directors at the annual shareholders meeting receives vested restricted stock units having a value of $210,000 (rounded down) under the Abbott Laboratories 2017 Incentive Stock Program. In 2025, this was 1,635 units. The non-employee directors receive cash payments equal to the dividends paid on the shares covered by the units at the same rate as other shareholders. Upon termination, retirement from the Board, death, or a change in control of Abbott, a non-employee director will receive one common share for each restricted stock unit outstanding under the Incentive Stock Program. Each director is

  51. Executive Committee

    required to own, within five years of becoming a director, the number of Abbott shares having a fair market value equal to five times the annual director fees earned or paid in cash. All directors with five years tenure or more meet or exceed the guidelines. The following Abbott restricted stock units were outstanding as of December 31, 2025: R. J. Alpern, 40,798; C. Babineaux-Fontenot, 5,317; S. E. Blount, 34,058; P. Gonzalez, 6,919; M. A. Kumbier, 12,633; D. W. McDew, 10,392; N. McKinstry, 34,058; M. G. O’Grady, 5,317; M. F. Roman, 8,418; D. J. Starks, 19,015; and J. G. Stratton, 15,578. (4)The amounts in this column represent the grant date fair value of non-qualified stock options granted in lieu of cash fees pursuant to the director’s election under the Non-Employee Directors’ Fee Plan, plus a cash payment in lieu of any fractional shares. Such options were vested in full on the grant date. These amounts were calculated in accordance with Financial Accounting Standards Board ASC Topic 718 as of the option’s grant date using a Black-Scholes stock option valuation model. These amounts are being reported solely for the purpose of comparative disclosure in accordance with the Securities and Exchange Commission’s rules. There is no certainty that the amount determined using a Black-Scholes stock option valuation model would be the value at which employee stock options would be traded for cash. The following options were outstanding as of December 31, 2025: N. McKinstry, 83,133; M. G. O’Grady, 12,749; and D. J. Starks, 17,929. (5)The totals in this column include reportable interest credited under Abbott Laboratories Non-Employee Directors’ Fee Plan during the year. (6)The amounts reported in this column represent charitable matching grant contributions. Charitable contributions made by Abbott’s non-employee directors are eligible for a matching contribution (up to $25,000 annually).

  52. Executive Committee

    | In 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%. Relative to our peers, on a one-year basis our TSR performance placed us at the 63rd percentile. On a three-year and five-year basis our TSR performance placed us at the 68th and 58th percentile, respectively. These 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 markets in healthcare and innovative product portfolios across our businesses. | | | | 1-Year Total Shareholder Return | 3-Year Total Shareholder Return | 5-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. | | |

  53. Executive Committee

    In 2025, we contacted shareholders representing over 60% of our outstanding shares to discuss our compensation program and various topics, including: •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. •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. •Peer Group Review 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. •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. The strength of our compensation program is evident in our Say-on-Pay voting results. Over the past six years, Abbott has averaged 91% support from shareholders. Throughout the year, we actively engage with our shareholders and the broader corporate governance community. By proactively listening to and understanding their opinions, we ensure their voices are considered. This robust stakeholder engagement process has led to significant enhancements in our program and proxy statement.

  54. Executive Committee

    | Fall engagement Engage with consultants on executive compensation trends and market practices, risk assessment, evaluation of pay versus performance and regulatory updates. | | Proxy statement Board reviews shareholder feedback received throughout the year and uses that feedback to enhance disclosures, governance practices, executive compensation programs and other policies, as appropriate. | | | | | | Annual meeting Meet with shareholders to discuss prior year results and any areas of focus they may have for the upcoming year. Publish voting results for all shareholder proposals. | | Spring engagement Engage with key shareholders to discuss topics of interest with them and to share recent enhancements made to address any previous feedback. |

  55. Executive Committee

    Abbott’s peer group for pay and company performance benchmarking To determine the competitiveness of our compensation and benefit programs, the Committee, in consultation with its independent consultant, annually compares the level of compensation, pay practices, and our relative performance to those of peer companies. Our Compensation Committee reviewed our peer group in 2025 and 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. This approach has been overwhelmingly supported by our investors during shareholder outreach. The peer group is summarized below, showing the primary characteristics for each company selected, including the Abbott business segment(s) represented by the peer company.

  56. Executive Committee

    | Base salary $525,000 | | Bonus target % 90% | | Total goal score 95% | | Award payout $448,875 |

  57. Executive Committee

    The annual incentive plan is formula driven based on financial, strategic, talent and succession results. Officer financial goals are based on adjusted financial measures that reflect the true results of our ongoing operations and are set based on the expected market growth of the businesses in the markets in which we compete. Long-term incentive plan Abbott’s process to determine long-term incentive awards is based on both Company and individual performance. Guidelines are set based on the relative performance of the Company compared to peers. These guidelines are adjusted, either up or down, based on individual officer performance over the prior three years. Performance restricted shares vest only if performance achieves expectations over the following three years, and stock options provide value only through share price appreciation. In contrast, most other companies reflect performance solely at the Company level through future relative TSR. Abbott’s process is much more rigorous, reflecting both Company and individual performance over a longer period. The Committee positions LTI award guidelines relative to the market by comparing Abbott’s 1-, 3- and 5-year TSR performance against our peers. This review is part of our robust governance process, which continues to directly align our executive pay with company performance in the best interest of Abbott’s stakeholders. For example, guidelines for grants made in February 2025 were set at the 50th percentile of our peer group, reflecting Abbott’s strong, sustained performance which resulted in total shareholder return (TSR) above the peer median on both a 5- and 1-year basis. This process has ensured close alignment of LTI grant guidelines and relative Company performance across multiple performance years, as summarized in the graphic below.

  58. Executive Committee

    | STEP 1: Link to Company Performance Compare 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 Market Position LTI guideline value relative to peer group | | STEP 3: Link to Individual Performance Adjust for individual performance | | Performance Period End | 1-year relative TSR Percentile | 3-year relative TSR Percentile | 5-Year Relative TSR Percentile | Award Year | LTI Guideline Percentile | LTI Award guideline adjusted up or down based on individual officer’s sustained 3-year contributions to: •Sales and market share growth •Margin •Strategic metrics | | 2024 | 58th | 26th | 68th | 2025 | 50th | | | 2023 | 74th | 42nd | 63rd | 2024 | 50th | | | 2022 | 24th | 82nd | 82nd | 2023 | 60th | | | 2021 | 82nd | 82nd | 88th | 2022 | 75th | | | 2020 | 82nd | 82nd | 82nd | 2021 | 75th | | | 2019 | 25th | 100th | 75th | 2020 | 60th | |

  59. Executive Committee

    | Sample individual LTI performance assessment | | | | | | | Metric | | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | | Met (0) | Did Not Meet (-1) | Exceeded (+1) | 0 | | Margin Contribution | | Met (0) | Met (0) | Exceeded (+1) | +1 | | Strategic Metrics | | Met (0) | Met (0) | Met (0) | 0 | | | | | | Total | +1 | | | | | | LTI Adjustment | 110% | | | LTI adjustment legend | | | | | | | Preliminary adjustment | | | | | | | Total | | Result | | | | | +4 or More | | 125% | | | | | +1 to +3 | | 110% | | | | | 0 | | 100% | | | | | -1 or -2 | | 90% | | | | | -3 or Less | | 75% | | |

  60. Executive Committee

    Awards granted in 2025 continue to produce strong differentiation, resulting in award adjustments that ranged from 75% to 125% of award guidelines based on individual performance measured over the three-year period ending in 2024. For individual calculations for each named officer, see pages 38 to 49. Since stock options realize value only through share price appreciation, the value realized upon the exercise of vested stock options directly aligns the compensation earned with the value shareholders received over the same period. Options are also aligned with shareholder value through the impact of relative TSR in determining the LTI award guidelines. Performance restricted shares are granted based both on company and individual performance and are re-earned and vest one-third each year only if the Adjusted Return on Equity (ROE) performance target is achieved. Vesting is absolute—either 100% or 0%. There is no partial vesting if the target is missed and no additional vesting upside if the Company over-performs. Our approach is fully transparent regarding the number of performance awards our executive officers stand to receive. Additionally, the Committee believes Adjusted ROE is the appropriate performance measure for vesting because ROE measures how much profit the Company generates over the long-term with the capital that shareholders have invested and is a measure reflecting deployment of capital or capital allocation.

  61. Executive Committee

    The 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. However, at the separation of AbbVie, Abbott retained the majority (90%) of the equity. While Abbott’s ROE was disproportionally lower following the AbbVie separation, shareholders that retained both their Abbott and AbbVie shares over the past thirteen years since the AbbVie separation would have seen a 440% appreciation in their holdings.

  62. Executive Committee

    It is important to note that the amounts shown in the Summary Compensation Table reflect the annual bonus for 2025 performance, but the LTI awards shown are for performance through 2024. More information on the grants made for performance through 2025 will be available in the 2027 proxy. Compensation program is directly linked to business strategy Our compensation program is also linked directly to our business strategy, to ensure that officers are focused on those activities that drive our business strategy and create value for shareholders while maintaining the infrastructure necessary to appropriately drive quality and compliance within the organization. These principles are core to our leadership covenant, which is considered the minimum requirement of being an officer at Abbott. Any officer who does not fulfil the covenant can receive a reduction of up to 100% of their annual incentive and/or long-term incentive awards. The Board conducts an annual in-depth review of the long-term strategy and areas of focus for Abbott and its businesses. The Board also works with management throughout the year to review and discuss that strategy, including operating and financial plans, strategic business priorities and initiatives, and key risks and opportunities. These reviews include discussions on matters such as global talent management and succession planning, global market dynamics, changes in regulatory and competitive landscapes, supply chain initiatives and sustainability programs, as well as significant corporate actions such as acquisitions and capital expenditures. The Board monitors management’s strategy execution, receiving regular updates to confirm that activities align with such strategies and that progress is made toward strategic objectives.

  63. Executive Committee

    | Evaluation of performance | | | Metric | Strategic link | | Our annual incentive plan is aligned to the following drivers of shareholder value: | | | Sales | Measures 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 EPS | Measures Abbott’s ability to deliver profitable growth, contributing to strong shareholder returns. | | Return on Assets | Measures profitability and how effectively Company assets are used to generate profit. | | Free Cash Flow | Recognizes 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 Margin | Measures 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 Return | Measures Abbott’s stock and dividend performance against our peer group. Used to position LTI award guidelines relative to the market. | | 3-year LTI Contribution Metrics | Measures 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 Equity | Measures how much profit Abbott generates over the long-term with the capital that shareholders have invested. Used to determine if performance-based restricted stock awards vest over the three year period following the grant. |

  64. Creating a resilient, diverse, and responsible supply chain

    Mr. Ford’s annual base salary of $1,500,000 did not change in 2025. Annual incentive plan Mr. Ford’s target bonus of 175% was not changed in 2025. Based on performance in 2025, Mr. Ford received a bonus in February 2026 which was calculated as follows:

  65. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Award payout | | $1,500,000 | | 175% | | 75.0% | | $1,968,750 |

  66. Creating a resilient, diverse, and responsible supply chain

    Based on the Committee’s review of Abbott and individual performance through 2024, Mr. Ford received an LTI award in February 2025 with a value of $17,576,900, which was 110% of the market value equity award for a CEO in Abbott’s peer group. This award was granted 50% in stock options(1) and 50% in performance restricted shares(2).

  67. Creating a resilient, diverse, and responsible supply chain

    | LTI award guideline | | LTI adjustment | | Award allocation | | Award value | | $15,979,000 | | 110% | | 50% Stock Options(1) | | $8,788,450 | | | | | | 50% Performance Restricted Shares(2) | | $8,788,450 | | | | | | | | $17,576,900 |

  68. Creating a resilient, diverse, and responsible supply chain

    | Individual LTI performance assessment | | | | | | Metric | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Margin Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Strategic Metrics | Did Not Meet (-1) | Met (0) | Did Not Meet (-1) | -2 | | | | | Total | +2 | | | | | LTI Adjustment | 110% |

  69. Creating a resilient, diverse, and responsible supply chain

    | LTI adjustment legend | | | Total | Result | | +4 or More | 125% | | +1 to +3 | 110% | | 0 | 100% | | -1 or -2 | 90% | | -3 or Less | 75% |

  70. Creating a resilient, diverse, and responsible supply chain

    Mr. Boudreau’s annual base salary was increased to $980,000 in March 2025. Annual incentive plan Mr. Boudreau’s target bonus of 115% was not changed in 2025. Based on performance in 2025, Mr. Boudreau received a bonus in February 2026 which was calculated as follows:

  71. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Award payout | | $980,000 | | 115% | | 93.65% | | $1,055,400 |

  72. Creating a resilient, diverse, and responsible supply chain

    | LTI award guideline | | LTI adjustment | | Award allocation | | Award value | | $5,298,000 | | 115% | | 50% Stock Options(1) | | $3,046,350 | | | | | | 50% Performance Restricted Shares(2) | | $3,046,350 | | | | | | | | $6,092,700 |

  73. Creating a resilient, diverse, and responsible supply chain

    | Individual LTI performance assessment | | | | | | Metric | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Margin Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Strategic Metrics | Did Not Meet (-1) | Met (0) | Met (0) | -1 | | | | | Total | +3 | | | | Preliminary Adjustment | | 110% | | | | | Impact | + | | | | | LTI Adjustment | 115% |

  74. Creating a resilient, diverse, and responsible supply chain

    | LTI adjustment legend | | | | | | PRELIMINARY ADJUSTMENT | | Impact | | | | Total | Result | Impact On Business Priorities | Score | Result | | +4 or More | 125% | High Impact | ++ | +25% or More | | +1 to +3 | 110% | Medium/High Impact | + | Up to +25% | | 0 | 100% | Medium Impact | = | 0% | | -1 or -2 | 90% | Medium/Low Impact | - | Up to -25% | | -3 or Less | 75% | Low Impact | -- | -25% or More |

  75. Creating a resilient, diverse, and responsible supply chain

    Ms. Earnhardt’s annual base salary was increased to $930,000 in March 2025. Annual incentive plan Ms. Earnhardt’s target bonus of 115% was not changed in 2025. Based on performance in 2025, Ms. Earnhardt received a bonus in February 2026 which was calculated as follows:

  76. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Preliminary award payout | | $930,000 | | 115% | | 108.0% | | $1,155,100 |

  77. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Final award payout | | $930,000 | | 115% | | 120.0% | | $1,283,400 |

  78. Creating a resilient, diverse, and responsible supply chain

    | LTI award guideline | | LTI adjustment | | Award allocation | | Award value | | $4,071,000 | | 125% | | 50% Stock Options(1) | | $2,544,375 | | | | | | 50% Performance Restricted Shares(2) | | $2,544,375 | | | | | | | | $5,088,750 |

  79. Creating a resilient, diverse, and responsible supply chain

    | Individual LTI performance assessment | | | | | | Metric | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Margin Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Strategic Metrics | Met (0) | Met (0) | Exceeded (+1) | +1 | | | | | Total | +5 | | | | | LTI Adjustment | 125% |

  80. Creating a resilient, diverse, and responsible supply chain

    | LTI adjustment legend | | | Total | Result | | +4 or More | 125% | | +1 to +3 | 110% | | 0 | 100% | | -1 or -2 | 90% | | -3 or Less | 75% |

  81. Creating a resilient, diverse, and responsible supply chain

    Mr. Salvadori’s annual base salary was increased to $930,000 in March 2025. Annual incentive plan Mr. Salvadori’s target bonus of 115% was not changed in 2025. Based on performance in 2025, Mr. Salvadori received a bonus in February 2026 which was calculated as follows:

  82. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Award payout | | $930,000 | | 115% | | 36.3% | | $388,200 |

  83. Creating a resilient, diverse, and responsible supply chain

    | LTI award guideline | | LTI adjustment | | Award allocation | | Award value | | $4,071,000 | | 110% | | 50% Stock Options(1) | | $2,239,050 | | | | | | 50% Performance Restricted Shares(2) | | $2,239,050 | | | | | | | | $4,478,100 |

  84. Creating a resilient, diverse, and responsible supply chain

    | Individual LTI performance assessment | | | | | | Metric | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | Did Not Meet (-1) | Did Not Meet (-1) | Did Not Meet (-1) | -3 | | Margin Contribution | Did Not Meet (-1) | Exceeded (+1) | Exceeded (+1) | +1 | | Strategic Metrics | Did Not Meet (-1) | Exceeded (+1) | Exceeded (+1) | +1 | | | | | Total | -1 | | | | Preliminary Adjustment | | 90% | | | | | Impact | + | | | | | LTI Adjustment | 110% |

  85. Creating a resilient, diverse, and responsible supply chain

    | LTI adjustment legend | | | | | | PRELIMINARY ADJUSTMENT | | Impact | | | | Total | Result | Impact On Business Priorities | Score | Result | | +4 or More | 125% | High Impact | ++ | +25% or More | | +1 to +3 | 110% | Medium/High Impact | + | Up to +25% | | 0 | 100% | Medium Impact | = | 0% | | -1 or -2 | 90% | Medium/Low Impact | - | Up to -25% | | -3 or Less | 75% | Low Impact | -- | -25% or More |

  86. Creating a resilient, diverse, and responsible supply chain

    Mr. Scoggins previously served as Senior Vice President, Commercial Operations and Marketing, Diabetes Care. Mr. Scoggins was appointed to the role of Executive Vice President, Diabetes Care effective January 1, 2025. Mr. Scoggins’ annual base salary was increased to $840,000 effective with his promotion. His base salary was further increased to $870,000 in March 2025. Annual incentive plan Mr. Scoggins’ target bonus was increased to 115% at the time of his promotion. Based on performance in 2025, Mr. Scoggins received a bonus in February 2026 which was calculated as follows:

  87. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Award payout | | $870,000 | | 115% | | 109.48% | | $1,095,300 |

  88. Creating a resilient, diverse, and responsible supply chain

    | LTI award guideline | | LTI adjustment | | Award allocation | | Award value | | $3,695,000 | | 90% | | 50% Stock Options(1) | | $1,662,750 | | | | | | 50% Performance Restricted Shares(2) | | $1,662,750 | | | | | | | | $3,325,500 |

  89. Creating a resilient, diverse, and responsible supply chain

    | Individual LTI performance assessment | | | | | | Metric | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | Did Not Meet (-1) | Exceeded (+1) | Exceeded (+1) | +1 | | Margin Contribution | Did Not Meet (-1) | Exceeded (+1) | Exceeded (+1) | +1 | | Strategic Metrics | Did Not Meet (-1) | Did Not Meet (-1) | Did Not Meet (-1) | -3 | | | | | Total | -1 | | | | | LTI Adjustment | 90% |

  90. Creating a resilient, diverse, and responsible supply chain

    | LTI adjustment legend | | | Total | Result | | +4 or More | 125% | | +1 to +3 | 110% | | 0 | 100% | | -1 or -2 | 90% | | -3 or Less | 75% |

  91. Creating a resilient, diverse, and responsible supply chain

    | | 47 |

  92. Creating a resilient, diverse, and responsible supply chain

    | | Hubert L. Allen Former Executive Vice President, General Counsel and Secretary |

  93. Creating a resilient, diverse, and responsible supply chain

    Mr. Allen retired on June 27, 2025. Mr. Allen had an annual base salary of $930,000. Annual incentive plan Mr. Allen had an annual target bonus of 105%. Based on performance through June 2025, Mr. Allen received a prorated bonus in February 2026 which was calculated as follows:

  94. Creating a resilient, diverse, and responsible supply chain

    | Goal | 2024 Results achieved | Goal weight | 2025 Goal measurement | | | 2025 Results achieved | Goal score % | | | | | Threshold | Target | Maximum | | | | Financial metrics(1) | | | | | | | | | Adjusted Sales(2) | $42.294B | 10% | $43.840B | $44.161B | $44.380B | $43.141 | 0.0% | | Adjusted Diluted EPS | $4.67 | 20% | $5.10 | $5.15 | $5.20 | $5.15 | 20.0% | | Free Cash Flow | $6.4B | 10% | $6.2B | $6.5B | $6.8B | $7.4B | 15.0% | | Gross Margin Profile | 56.2% | 15% | 56.5 | 57.1 | 57.7 | 57.0% | 13.65% | | Other Financial Returns(3) | Achieved | 10% | Target | Target | Target | Achieved | 10.0% | | Strategic metrics(3) | | | | | | | | | Goal (25% weight): Resolve certain key litigation matters and investigations. | | | | | | Achieved | 25.0% | | Human capital metrics | | | | | | | | | Goal (10% weight): Meet talent and succession planning targets. | | | | | | Mostly Achieved | 8.0% | | | | | | | | Total | 91.65% |

  95. Creating a resilient, diverse, and responsible supply chain

    (1)Adjusted Sales and exclude the impact of foreign exchange on actual sales relative to the goal target. Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items. Free Cash Flow equals Operating Cash Flow less acquisitions of property and equipment. Gross Margin Profile excludes specified items, such as intangible amortization, restructuring and cost reduction initiatives. (2)Set based on expected market growth of the businesses and markets in which we compete. To achieve target payout, market share must increase.

  96. Creating a resilient, diverse, and responsible supply chain

    | Base salary | | Bonus target % | | Total goal score | | Proration factor | | Award payout | | $930,000 | | 105% | | 91.65% | | 50% | | $447,500 |

  97. Creating a resilient, diverse, and responsible supply chain

    | LTI award guideline | | LTI adjustment | | Award allocation | | Award value | | $3,353,000 | | 125% | | 50% Stock Options(1) | | $2,095,625 | | | | | | 50% Performance Restricted Shares(2) | | $2,095,625 | | | | | | | | $4,191,250 |

  98. Creating a resilient, diverse, and responsible supply chain

    | Individual LTI performance assessment | | | | | | Metric | 2022 | 2023 | 2024 | Overall | | Sales and Market Share Growth Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Margin Contribution | Met (0) | Exceeded (+1) | Exceeded (+1) | +2 | | Strategic Metrics | Met (0) | Met (0) | Met (0) | 0 | | | | | Total | +4 | | | | | LTI Adjustment | 125% |

  99. Creating a resilient, diverse, and responsible supply chain

    | LTI adjustment legend | | | Total | Result | | +4 or More | 125% | | +1 to +3 | 110% | | 0 | 100% | | -1 or -2 | 90% | | -3 or Less | 75% |

  100. Creating a resilient, diverse, and responsible supply chain

    | Benefits and Perquisites | Description | | Retirement Benefits | The named officers participate in Abbott-sponsored defined benefit plans: the Abbott Laboratories Annuity Retirement Plan and the Abbott Laboratories Supplemental Pension Plan. These plans are described in greater detail in the “Pension Benefits” section of the proxy. Since officers’ Supplemental Pension Plan benefits cannot be secured in a manner similar to qualified plans, which are held in trust, officers receive an annual cash payment equal to the increase in present value of their Supplemental Pension Plan benefit. Officers have the option of depositing these annual payments to an individually established grantor trust, net of tax withholdings. Deposited amounts may be credited with the difference between the officers’ actual annual trust earnings and the rate used to calculate trust funding (currently 8%) while they are employed. Amounts deposited in the individual trusts are not tax deferred. Officers do not receive tax gross ups on their grantor trusts. The manner in which the grantor trust will be distributed to an officer upon retirement from the Company generally follows the manner elected by the officer under the Annuity Retirement Plan. Should an officer (or the officer’s spouse, depending upon the pension distribution method elected by the officer under the Annuity Retirement Plan) live beyond the actuarial life expectancy age used to determine the Supplemental Pension Plan benefit and, therefore, exhaust the trust balance, the Supplemental Pension Plan benefit will be paid by the Company. | | Deferred Compensation | Officers of the Company, like all U.S. employees, are eligible to defer a portion of annual base salary and bonus (in certain cases), on a pre-tax basis, to the Company’s qualified 401(k) plan, up to the IRS contribution limits. Officers are also eligible to defer up to 18% of their base salary, less contributions to the 401(k) plan, to a non-qualified plan. Unlike other U.S. managers, officers are not eligible to elect to defer compensation into the Deferred Compensation and Restoration Plan. However, up to one hundred percent (100%) of annual incentive awards earned under the Company’s Performance Incentive Plan is eligible for deferral to a non-qualified plan. Officers may defer these amounts to unfunded book accounts or choose to have the amounts paid in cash on a current basis and deposited into individually established grantor trusts, net of tax withholdings. These amounts are credited annually with earnings. Officers do not receive tax gross ups on their grantor trusts. Officers elect the manner in which the assets held in their grantor trusts will be distributed to them upon retirement or other separation from the Company. | | Change in Control Arrangements | All named officers have change in control agreements, the purpose of which is to aid in retention and recruitment, encourage continued attention and dedication to assigned duties during periods involving a possible change in control of the Company, and protect the earned benefits of the officer against adverse changes resulting from a change in control. The level of payments provided under the agreements is established to be consistent with market practices as confirmed by data provided to the Committee by its independent compensation consultant. These arrangements are described in greater detail in the “Potential Payments Upon Termination or Change in Control” section of this proxy. |

  101. Compensation Committee

    Compensation risk assessment During 2025, Abbott conducted its annual risk assessment of its compensation policies and plan design practices for employees and executives. Abbott’s risk assessment is reinforced by Abbott’s adherence to a number of industry-leading best practices, including: •Compensation Committee chaired by independent, non-employee director •Representation from the Audit Committee on the Compensation Committee •Review of executive compensation programs by the Compensation Committee’s independent consultant •Robust review of compensation program design elements, key performance drivers and pay for performance alignment •Detailed measurement of short- and long-term compensation elements, and related performance metrics and requirements, to ensure balance •Review of Abbott’s historical performance, peer performance and Board-approved strategic plan and related financial goals to determine appropriate incentive plan goals •Incorporation of multiple program requirements that mitigate excessive risk-taking (e.g., updated Dodd Frank compliant recoupment policy, stock ownership and share retention guidelines, maximum payouts on short and long-term incentives) Based on this assessment, Abbott determined its compensation and benefit programs appropriately align employees’ compensation and performance without incentivizing risky behaviors. We concluded that risks arising from compensation policies and practices are not reasonably likely to have a material adverse effect on Abbott or its shareholders. The following factors were among those considered: •Regular training on code of business conduct and policies and procedures is mandatory for all employees. •Compensation structure encourages employees to regard Abbott as a career employer, to consider the long-term impact of their decisions, and to align their interests with those of Abbott’s shareholders (e.g., equity awards that vest over multi-year periods, ten-year term on stock options, and service-based retirement plans). •Annual competitive benchmarking ensures performance achievement and incentive payout opportunities that are aligned with a peer group that reflects the size, investment profile, operating characteristics, and employment and business markets of Abbott. Appropriateness of this group is assessed annually by the Compensation Committee’s independent consultant and reviewed and approved by the Compensation Committee. Our selection criteria and peer companies are reported each year to our shareholders and have received favorable reviews. •Abbott’s annual incentive plan places an appropriate weighting on earnings achievement by balancing it with other factors, including key operational and strategic measures, disclosed to shareholders. Since earnings are a key component of stock price performance, this aspect of Abbott’s compensation plan promotes alignment with shareholder interests without creating duplication across incentive plans. In 2023, we adopted a maximum payout of 200% of target. •Abbott’s long-term incentive plan focuses on longer-term operating performance and shareholder returns and awards 50% stock options and 50% performance based restricted stock to senior executives. In 2025, approximately 70% of named executive officer total compensation was in the form of long-term equity incentives that can be earned or vest over multiple years. •Equity awards are made, and grant values are determined, at the same time each year (i.e., at the Compensation Committee’s regularly scheduled meeting). In addition, Abbott does not reprice or backdate stock options, award discounted stock options, or immediately vest stock options or restricted stock. Equity awards are based on multiple performance factors and are set at competitive market levels, adjusted by Abbott’s long-term performance vs. our Committee-approved peer group. Both executive and Director share ownership guidelines and share retention requirements promote alignment with shareholders.

  102. Compensation Committee

    •Abbott’s compensation program does not include features that could encourage excessive risk taking (e.g., over-weighting toward annual incentives, highly leveraged payout curves, uncapped incentive award payments, unreasonable thresholds, or steep payout cliffs at certain levels that may encourage short-term business decisions to meet payout criteria). •In 2023, Abbott adopted a Dodd-Frank compliant clawback policy. Additionally, the Compensation Committee maintains broad discretion to administer and implement the Company’s preexisting recoupment policy and seek recoupment of equity or cash incentive awards if it determines that a senior executive engaged in misconduct or failed in a supervisory capacity, resulting in a material violation of law or Abbott policy that causes significant financial harm to Abbott. The Compensation Committee may recover incentive compensation awarded to a senior executive in the prior three years or reduce future awards. •Abbott’s hedging policy prohibits directors and officers from entering into financial transactions designed to reduce the financial risk associated with owning Abbott shares. •Abbott’s pledging policy prohibits directors and officers from holding Abbott shares in a margin account, pledging Abbott shares, or securing obligations by assigning Abbott shares as collateral. This assessment was discussed with the Compensation Committee and its independent compensation consultant. The Committee and the consultant both agreed with the assessment.

  103. Compensation Committee

    | Name and Principal Position | Year | Salary | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) | All Other Compensation(6) | SEC Total | Total Without Change in Pension Value(7) | | Robert B. Ford, Chairman of the Board and Chief Executive Officer | 2025 | $1,500,000 | $8,787,378 | $8,788,430 | $1,968,750 | $2,194,304 | $959,798 | $24,198,660 | $23,173,052 | | | 2024 | 1,500,000 | 8,226,593 | 8,227,441 | 2,861,250 | 1,342,793 | 618,998 | 22,777,075 | 22,591,322 | | | 2023 | 1,500,000 | 7,436,600 | 7,437,649 | 2,945,250 | 3,665,280 | 283,392 | 23,268,171 | 20,373,964 | | Philip P. Boudreau, Executive Vice President, Finance and Chief Financial Officer | 2025 | 974,231 | 3,045,935 | 3,046,350 | 1,055,400 | 894,302 | 74,418 | 9,090,636 | 8,250,640 | | | 2024 | 884,039 | 2,693,071 | 2,693,336 | 1,224,700 | 655,852 | 74,748 | 8,225,746 | 7,597,619 | | | 2023 | 513,943 | 786,041 | 786,272 | 583,500 | 603,343 | 44,083 | 3,317,182 | 2,727,268 | | Lisa D. Earnhardt, Executive Vice President and Group President, Medical Devices | 2025 | 924,231 | 2,543,989 | 2,544,364 | 1,283,400 | 594,787 | 178,953 | 8,069,724 | 7,631,875 | | | 2024 | 879,269 | 2,016,528 | 2,016,819 | 1,249,200 | 266,598 | 130,047 | 6,558,461 | 6,444,774 | | | 2023 | 737,654 | 1,684,197 | 1,684,477 | 904,900 | 401,828 | 85,380 | 5,498,436 | 5,196,818 | | Daniel G. Salvadori, Executive Vice President and Group President, Established Pharmaceuticals and Nutritional Products | 2025 | 924,231 | 2,238,786 | 2,239,049 | 388,200 | 531,518 | 212,501 | 6,534,285 | 6,252,557 | | | 2024 | 879,269 | 1,833,239 | 1,833,495 | 855,400 | 231,344 | 157,015 | 5,789,762 | 5,789,762 | | | 2023 | 790,000 | 1,880,183 | 1,880,493 | 880,300 | 411,877 | 91,977 | 5,934,830 | 5,662,042 | | Christopher J. Scoggins, Executive Vice President, Diabetes Care | 2025 | 859,502 | 1,662,503 | 1,662,743 | 1,095,300 | 1,213,176 | 108,443 | 6,601,667 | 5,472,142 | | Hubert L. Allen,(1) Former Executive Vice President, General Counsel and Secretary | 2025 | 524,019 | 2,095,392 | 2,095,609 | 447,500 | 1,179,839 | 653,224 | 6,995,583 | 6,576,450 | | | 2024 | 911,154 | 2,095,365 | 2,095,609 | 1,094,700 | 1,244,337 | 540,170 | 7,981,335 | 7,527,867 | | | 2023 | 830,000 | 1,959,639 | 1,959,993 | 941,700 | 1,500,412 | 228,916 | 7,420,660 | 6,491,684 |

  104. Compensation Committee

    (1)Mr. Allen retired from Abbott effective June 27, 2025. (2)In accordance with the Securities and Exchange Commission (SEC) rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. Abbott determines grant date fair value by multiplying the number of shares granted by the average of the high and low market prices of an Abbott common share on the award’s date of grant. (3)In accordance with SEC rules, the amounts in this column represent the aggregate grant date fair value of the awards in accordance with Financial Accounting Standards Board ASC Topic 718. These amounts were determined as of the option’s grant date using a Black-Scholes stock option valuation model. These amounts are being reported solely for the purpose of comparative disclosure in accordance with SEC rules. There is no certainty that the amount determined using a Black-Scholes stock option valuation model would be the value at which employee stock options would be traded for cash. The assumptions are the same as those described in Note 9, entitled “Incentive Stock Program” of Abbott’s Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplementary Data” in Abbott’s 2025 Annual Report on SEC Form 10-K.

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  106. Compensation Committee

    (4)This compensation is earned as a performance-based incentive bonus, pursuant to the 1998 Abbott Laboratories Performance Incentive Plan. Additional information regarding the Performance Incentive Plan can be found in the section of this proxy statement captioned, “Compensation discussion and analysis—Basis for compensation decisions.” (5)The plan amounts shown below are reported in this column. For Mr. Ford, Mr. Boudreau, Ms. Earnhardt, Mr. Salvadori, and Mr. Allen, the amounts shown alongside the officer’s name are for 2025, 2024, and 2023, respectively. For Mr. Scoggins, the amounts shown are for 2025. Abbott Laboratories Annuity Retirement Plan R. B. Ford: $89,023 / ($4,208) / $116,664; P. P. Boudreau: $84,843 / ($33) / $109,932; L. D. Earnhardt: $41,074 / $9,991 / $35,501; D. G. Salvadori: $33,118 / $7,308 / $30,508; C. J. Scoggins: $107,991; and H. L. Allen: $67,497 / $71,983 / $95,131. Abbott Laboratories Supplemental Pension Plan R. B. Ford: $936,585 / $189,961 / $2,777,543; P. P. Boudreau: $755,153 / $628,160 / $479,982; L. D. Earnhardt: $396,775 / $103,696 / $266,117; D. G. Salvadori: $248,610 / ($19,417) /$242,280; C. J. Scoggins: $1,021,534; and H. L. Allen: $351,636 / $381,485 / $833,845. Non-Qualified Defined Contribution Plan Earnings The totals in this column include reportable interest credited under the 1998 Abbott Laboratories Performance Incentive Plan, the Abbott Laboratories 401(k) Supplemental Plan, and the 1986 Abbott Laboratories Management Incentive Plan (although none of the named officers currently receives awards under this plan). R. B. Ford: $1,168,696 / $1,157,040 / $771,073; P. P. Boudreau: $54,306 / $27,725 / $13,429; L. D. Earnhardt: $156,938 / $152,911 / $100,210; D. G. Salvadori: $249,790 / $231,344 /$139,089; C. J. Scoggins: $83,651; and H. L. Allen: $760,706 / $790,869 / $571,436. (6)The amounts shown below are reported in this column. For Mr. Ford, Mr. Boudreau, Ms. Earnhardt, Mr. Salvadori, and Mr. Allen, the amounts shown alongside the officer’s name are for 2025, 2024, and 2023, respectively. For Mr. Scoggins, the amounts shown are for 2025. Earnings on Non-Qualified Defined Contribution Plans (net of the reportable interest included in footnote 5) R. B. Ford: $816,580 / $536,731 / $153,521; P. P. Boudreau: $2,431 / $627 / $216; L. D. Earnhardt: $115,133 / $70,652 / $18,159; D. G. Salvadori: $131,853 / $67,546 /$17,270; C. J. Scoggins: $39,981; and H. L. Allen: $596,397 / $460,106 / $149,665. Each of the named officers’ awards under the 1998 Abbott Laboratories Performance Incentive Plan is paid in cash to the officer on a current basis. Each of the named officers has a grantor trust into which the awards may be deposited, net of maximum tax withholdings. The named officers also have grantor trusts in connection with the Abbott Laboratories 401(k) Supplemental Plan and the 1986 Abbott Laboratories Management Incentive Plan (although none of the named officers currently receives awards under the Management Incentive Plan). These amounts include the trusts’ earnings (net of the reportable interest included in footnote 5). Employer Contributions to Defined Contribution Plans R. B. Ford: $75,000 / $75,000 / $75,000; P. P. Boudreau: $48,712 / $44,202 / $25,697; L. D. Earnhardt: $46,212 / $43,964 / $36,883; D. G. Salvadori: $46,212 / $43,964 /$39,500; C. J. Scoggins: $42,923; and H. L. Allen: $24,144 / $45,558 / $41,500. These amounts include employer contributions to both Abbott’s tax-qualified defined contribution plan and the Abbott Laboratories 401(k) Supplemental Plan. The Abbott Laboratories 401(k) Supplemental Plan permits eligible Abbott officers to contribute amounts in excess of the limit set by the Internal Revenue Code for employee contributions to 401(k) plans up to the excess of (i) 18% of their base salary over (ii) the amount contributed to Abbott’s tax-qualified 401(k) plan. Abbott matches participant contributions at the rate of 250% of the first 2% of compensation contributed to the plan. The named officers have these amounts paid to them in cash on a current basis and deposited into a grantor trust established by the officer, net of maximum tax withholdings.

  107. Compensation Committee

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  108. Compensation Committee

    Other Compensation Mr. Ford’s non-business-related flights on corporate aircraft are covered by time-sharing lease agreements, pursuant to which he reimburses Abbott for certain costs associated with those flights in accordance with Federal Aviation Administration regulations. The following amounts are included in the totals in this column, which reflect Abbott’s incremental cost less reimbursements for non-business-related flights: $68,218 / $7,267 / $54,871. Abbott determines the incremental cost for flights based on the direct cost to Abbott, including fuel costs, parking, handling and landing fees, catering, travel fees, and other miscellaneous direct costs. Also included in the totals shown in the table is the cost of providing a corporate automobile less the amount reimbursed by the officer: P. P. Boudreau: $23,275 / $23,359 / $17,620; L. D. Earnhardt: $1,998 / $5,234 / $20,338; D. G. Salvadori: $24,436 / $29,895 /$25,207; C. J. Scoggins: $24,027; and H. L. Allen: $15,693 / $24,506 / $27,751. The following costs associated with financial planning are included: P. P. Boudreau: $0 / $950 / $550; L. D. Earnhardt: $10,000 / $10,000 / $10,000; D. G. Salvadori: $10,000 / $10,000 /$10,000; and H. L. Allen: $7,500 / $10,000 / $10,000. The following costs associated with health program benefits in 2025 and 2024 are included: P. P. Boudreau: $0 / $5,610; L. D. Earnhardt: $5,610 / $0; D. G. Salvadori: $0 / $5,610; and H. L. Allen: $5,610 / $0. For Mr. Scoggins, the 2025 amount includes $917 in tax equalization payments and $595 of reimbursement of associated taxes provided according to standard employment policies. For Mr. Allen, the 2025 amount includes $2,161 in miscellaneous benefits and $1,719 of reimbursement of associated taxes provided according to standard employment policies. The named officers are also eligible to participate in an executive disability benefit described on page 67. (7)To demonstrate how year over year changes in pension value impact total compensation, as determined under SEC rules, we have included this column to show total compensation without pension value changes. The amounts reported in this column are calculated by subtracting the change in pension value reported in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column, as described in footnote 5 to this table, from the amounts reported in the SEC Total column. The amounts reported in this column differ from, and are not a substitute for, the amounts reported in the SEC Total column.

  109. Compensation Committee

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  110. Compensation Committee

    2025 Grants of plan based awards

  111. Compensation Committee

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#)(2)(3) | All Other Option Awards: Numbers of Securities Underlying Options (#)(4) | Exercise or Base Price of Options Awards ($/Sh.) | Closing Market Price on Grant Date | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Approval Date | | | | | | | | | | | | Target ($) | Maximum ($) | | | | | | | R. B. Ford | 2/25/2025 | 2/21/2025 | | | 64,897 | | | | $8,787,378(5) | | | 2/25/2025 | 2/21/2025 | | | | 241,706 | $135.42 | $135.82 | 8,788,430(6) | | P. P. Boudreau | 2/25/2025 | 2/21/2025 | | | 22,495 | | | | 3,045,935(5) | | | 2/25/2025 | 2/21/2025 | | | | 83,783 | 135.42 | 135.82 | 3,046,350(6) | | L. D. Earnhardt | 2/25/2025 | 2/21/2025 | | | 18,788 | | | | 2,543,989(5) | | | 2/25/2025 | 2/21/2025 | | | | 69,977 | 135.42 | 135.82 | 2,544,364(6) | | D. G. Salvadori | 2/25/2025 | 2/21/2025 | | | 16,534 | | | | 2,238,786(5) | | | 2/25/2025 | 2/21/2025 | | | | 61,580 | 135.42 | 135.82 | 2,239,049(6) | | C. J. Scoggins | 2/25/2025 | 2/21/2025 | | | 12,278 | | | | 1,662,503(5) | | | 2/25/2025 | 2/21/2025 | | | | 45,730 | 135.42 | 135.82 | 1,662,743(6) | | H. L. Allen | 2/25/2025 | 2/21/2025 | | | 15,475 | | | | 2,095,392(5) | | | 2/25/2025 | 2/21/2025 | | | | 57,635 | 135.42 | 135.82 | 2,095,609(6) |

  112. Compensation Committee

    (1)During 2025, each of the named officers participated in the 1998 Abbott Laboratories Performance Incentive Plan, an annual, non-equity incentive plan. The annual cash incentive award earned by the named officer in 2025 under the plan is shown in the Summary Compensation Table under the column captioned, “Non-Equity Incentive Plan Compensation.” No future payouts will be made under the plan’s 2025 annual cash incentive award. The Performance Incentive Plan is described in greater detail in the section of the proxy statement captioned, “Compensation discussion and analysis—Basis for compensation decisions.” (2)These are performance-based restricted stock awards that have a 3-year term and vest upon Abbott reaching a minimum return on equity target, with no more than one-third of the award vesting in any one year. In 2025, Abbott reached its minimum return on equity target and one-third of each of the awards granted on February 25, 2025 vested on February 27, 2026. The equity targets are described in the section of the proxy statement captioned, “Compensation discussion and analysis—Basis for compensation decisions.” (3)In the event of a grantee’s death or disability, these awards are deemed fully earned. The treatment of these awards upon a change in control is described in the section of the proxy statement captioned, “Potential payments upon termination or change in control—Equity awards.” Outstanding restricted shares and restricted stock units receive dividend payments at the same rate as all other shareholders. (4)Options with respect to one-third of the shares covered by these awards are exercisable after one year; two-thirds after two years; and all after three years. The options vest in the event of the grantee’s death or disability. The treatment of these awards upon a change in control is described in the section of the proxy statement captioned, “Potential payments upon termination or change in control—Equity awards.” Under the Abbott Laboratories 2017 Incentive Stock Program, these options have an exercise price equal to the average of the high and low market prices (rounded-up to the next even penny) of an Abbott common share on the date of grant. (5)Abbott determines the grant date fair value of stock and stock unit awards by multiplying the number of restricted shares or restricted stock units granted by the average of the high and low market prices of a common share on the grant date. (6)These values were determined as of the option’s grant date using a Black-Scholes stock option valuation model. The model uses the assumptions described in Note 9, entitled “Incentive Stock Program” of Abbott’s Notes to Consolidated Financial Statements included under Item 8, “Financial Statements and Supplemental Data” in Abbott’s 2025 Annual Report on SEC Form 10-K.

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  114. Compensation Committee

    2025 Outstanding equity awards at fiscal year end The following table summarizes the outstanding equity awards held by the named officers at year end.

  115. Compensation Committee

    | | Option Awards(1)(2) | | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | R. B. Ford | | | | | | | | 23,336 | $2,923,767 | | | | | | | | | | 46,888 | 5,874,598 | | | | | | | | | | 64,897 | 8,130,945 | | | 151,869 | | | $44.40 | 2/16/2027 | | | | | | | 246,963 | | | 59.94 | 2/15/2028 | | | | | | | 240,059 | | | 75.90 | 2/21/2029 | | | | | | | 390,896 | | | 87.72 | 2/20/2030 | | | | | | | 359,090 | | | 124.04 | 2/18/2031 | | | | | | | 344,827 | | | 117.58 | 2/17/2032 | | | | | | | 184,054 | 92,028 | | 106.24 | 2/16/2033 | | | | | | | 88,097 | 176,196 | | 116.98 | 2/20/2034 | | | | | | | | 241,706 | | 135.42 | 2/24/2035 | | | | | | P. P. Boudreau | | | | | | | | 1,618 | $202,719 | | | | | | | | | | 874 | 109,503 | | | | | | | | | | 15,349 | 1,923,076 | | | | | | | | | | 22,495 | 2,818,399 | | | 29,020 | | | $87.72 | 2/20/2030 | | | | | | | 25,613 | | | 124.04 | 2/18/2031 | | | | | | | 24,938 | | | 117.58 | 2/17/2032 | | | | | | | 12,766 | 6,383 | | 106.24 | 2/16/2033 | | | | | | | 6,815 | 3,408 | | 103.18 | 8/31/2033 | | | | | | | 28,839 | 57,680 | | 116.98 | 2/20/2034 | | | | | | | | 83,783 | | 135.42 | 2/24/2035 | | | | | | L. D. Earnhardt | | | | | | | | 5,285 | $662,158 | | | | | | | | | | 11,493 | 1,439,958 | | | | | | | | | | 18,788 | 2,353,948 | | | 114,940 | | | $87.72 | 2/20/2030 | | | | | | | 71,070 | | | 124.04 | 2/18/2031 | | | | | | | 80,380 | | | 117.58 | 2/17/2032 | | | | | | | 41,684 | 20,843 | | 106.24 | 2/16/2033 | | | | | | | 21,595 | 43,192 | | 116.98 | 2/20/2034 | | | | | | | | 69,977 | | 135.42 | 2/24/2035 | | | | |

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  117. Compensation Committee

    | | Option Awards(1)(2) | | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | D. G. Salvadori | | | | | | | | 5,900 | $739,211 | | | | | | | | | | 10,448 | 1,309,030 | | | | | | | | | | 16,534 | 2,071,545 | | | 75,591 | | | $44.40 | 2/16/2027 | | | | | | | 49,611 | | | 50.72 | 7/20/2027 | | | | | | | 182,935 | | | 59.94 | 2/15/2028 | | | | | | | 162,430 | | | 75.90 | 2/21/2029 | | | | | | | 132,182 | | | 87.72 | 2/20/2030 | | | | | | | 98,708 | | | 124.04 | 2/18/2031 | | | | | | | 111,474 | | | 117.58 | 2/17/2032 | | | | | | | 46,535 | 23,268 | | 106.24 | 2/16/2033 | | | | | | | 19,632 | 39,266 | | 116.98 | 2/20/2034 | | | | | | | | 61,580 | | 135.42 | 2/24/2035 | | | | | | C. J. Scoggins | | | | | | | | 3,168 | $396,919 | | | | | | | | | | 5,627 | 705,007 | | | | | | | | | | 12,278 | 1,538,310 | | | 51,557 | | | $75.90 | 2/21/2029 | | | | | | | 43,388 | | | 79.98 | 3/31/2029 | | | | | | | 68,578 | | | 87.72 | 2/20/2030 | | | | | | | 63,991 | | | 124.04 | 2/18/2031 | | | | | | | 48,852 | | | 117.58 | 2/17/2032 | | | | | | | 24,988 | 12,495 | | 106.24 | 2/16/2033 | | | | | | | 10,573 | 21,148 | | 116.98 | 2/20/2034 | | | | | | | | 45,730 | | 135.42 | 2/24/2035 | | | | | | H. L. Allen | | | | | | | | 6,149 | $770,408 | | | | | | | | | | 11,942 | 1,496,213 | | | | | | | | | | 15,475 | 1,938,863 | | | 167,056 | | | $44.40 | 2/16/2027 | | | | | | | 246,963 | | | 59.94 | 2/15/2028 | | | | | | | 151,933 | | | 75.90 | 2/21/2029 | | | | | | | 130,298 | | | 87.72 | 2/20/2030 | | | | | | | 87,422 | | | 124.04 | 2/18/2031 | | | | | | | 95,000 | | | 117.58 | 2/17/2032 | | | | | | | 48,502 | 24,252 | | 106.24 | 2/16/2033 | | | | | | | 22,439 | 44,879 | | 116.98 | 2/20/2034 | | | | | | | | 57,635 | | 135.42 | 2/24/2035 | | | | |

  118. Compensation Committee

    (1)Except as noted, these options are fully vested.

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  120. Compensation Committee

    (2)The vesting dates of outstanding unexercisable stock options and unvested restricted stock awards at December 31, 2025 are as follows.

  121. Compensation Committee

    | | Option Awards | | | | Stock Awards(a) | | | Name | Number of Unexercised Shares Remaining from Original Grant | Number of Option Shares Vesting—Date Vested 2026 | Number of Option Shares Vesting—Date Vesting 2027 | Number of Option Shares Vesting—Date Vesting 2028 | Number of Restricted Shares or Units | Number of Restricted Shares or Units Vesting— Date Vested 2026 | | R. B. Ford | 92,028 | 92,028 - 2/17 | | | 23,336 | (b) | | | 176,196 | 88,098 - 2/21 | 88,098 - 2/21 | | 46,888 | (c) | | | 241,706 | 80,568 - 2/25 | 80,569 - 2/25 | 80,569 - 2/25 | 64,897 | (d) | | P. P. Boudreau | 6,383 | 6,383 - 2/17 | | | 1,618 | (b) | | | 57,680 | 28,840 - 2/21 | 28,840 - 2/21 | | 15,349 | (c) | | | 83,783 | 27,927 - 2/25 | 27,928 - 2/25 | 27,928 - 2/25 | 22,495 | (d) | | | 3,408 | 3,408 - 9/1 | | | 874 | (e) | | L. D. Earnhardt | 20,843 | 20,843 - 2/17 | | | 5,285 | (b) | | | 43,192 | 21,596 - 2/21 | 21,596 - 2/21 | | 11,493 | (c) | | | 69,977 | 23,325 - 2/25 | 23,326 - 2/25 | 23,326 - 2/25 | 18,788 | (d) | | D. G. Salvadori | 23,268 | 23,268 - 2/17 | | | 5,900 | (b) | | | 39,266 | 19,633 - 2/21 | 19,633 - 2/21 | | 10,448 | (c) | | | 61,580 | 20,526 - 2/25 | 20,527 - 2/25 | 20,527 - 2/25 | 16,534 | (d) | | C. J. Scoggins | 12,495 | 12,495 - 2/17 | | | 3,168 | (b) | | | 21,148 | 10,574 - 2/21 | 10,574 - 2/21 | | 5,627 | (c) | | | 45,730 | 15,243 - 2/25 | 15,243 - 2/25 | 15,244 - 2/25 | 12,278 | (d) | | H. L. Allen | 24,252 | 24,252 - 2/17 | | | 6,149 | (b) | | | 44,879 | 22,439 - 2/21 | 22,440 - 2/21 | | 11,942 | (c) | | | 57,635 | 19,211 - 2/25 | 19,212 - 2/25 | 19,212 - 2/25 | 15,475 | (d) |

  122. Compensation Committee

    (a)The equity targets are described in the section of the proxy statement captioned, “Compensation discussion and analysis—Basis for compensation decisions.” (b)These are the restricted shares that remained outstanding and unvested on December 31, 2025, from an award made on February 17, 2023. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2025, Abbott reached its minimum return on equity target and these shares vested on February 27, 2026. (c)These are the restricted shares that remained outstanding and unvested on December 31, 2025, from an award made on February 21, 2024. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2025, Abbott reached its minimum return on equity target and half of these shares vested on February 27, 2026. (d)These are the restricted shares that remained outstanding and unvested on December 31, 2025, from an award made on February 25, 2025. The award has a 3-year term with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2025, Abbott reached its minimum return on equity target and one-third of these shares vested on February 27, 2026.

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  124. Compensation Committee

    (e)These are the restricted shares that remained outstanding and unvested on December 31, 2025, from an award made on September 1, 2023. The award has a 3-year term, with no more than one-third of the original award vesting in any one year upon Abbott reaching a minimum return on equity target, measured at the end of the relevant year. In 2025, Abbott reached its minimum return on equity target and these shares will vest on September 1, 2026. 2025 Option exercises and stock vested The following table summarizes for each named officer the number of shares the officer acquired on the exercise of stock options and the number of shares the officer acquired on the vesting of stock awards in 2025:

  125. Compensation Committee

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | R. B. Ford | 285,388 | $26,476,339 | 71,444 | $9,707,096 | | P. P. Boudreau | — | — | 11,949 | 1,620,708 | | L. D. Earnhardt | 91,367 | 4,828,818 | 16,781 | 2,280,034 | | D. G. Salvadori | 23,771 | 2,141,767 | 19,098 | 2,594,845 | | C. J. Scoggins | 103,871 | 8,589,697 | 9,476 | 1,287,504 | | H. L. Allen | 189,788 | 17,054,443 | 18,916 | 2,570,117 |

  126. Compensation Committee

    Pension benefits During 2025, the named officers participated in two Abbott sponsored defined benefit pension plans: the Abbott Laboratories Annuity Retirement Plan, a tax qualified pension plan; and the Abbott Laboratories Supplemental Pension Plan, a non-qualified supplemental pension plan. The Supplemental Pension Plan also includes a benefit feature Abbott uses to attract officers who are at the mid-point of their careers. This feature provides an additional benefit to officers who are mid-career hires that is less valuable to officers who have spent most of their careers at Abbott. Except as provided in Abbott’s change in control agreements, Abbott does not have a policy granting extra years of credited service under the plans. These change in control agreements are described on pages 67 and 68. The compensation considered in determining the pension payable to the named officers is the compensation shown in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 55. Annuity retirement plan The Annuity Retirement Plan covers eligible employees in the United States who are age 21 or older, and provides participants with a life annuity benefit at normal retirement equal to A plus the greater of B or C below. A.1.10% of 5-year final average earnings multiplied by years of benefit service after 2003. B.1.65% of 5-year final average earnings multiplied by years of benefit service prior to 2004 (up to 20); plus 1.50% of 5-year final average earnings multiplied by years of benefit service prior to 2004 in excess of 20 (but no more than 15 additional years); less 0.50% of the lesser of 3-year final average earnings (but not more than the social security wage base in any year) or the social security covered compensation level multiplied by years of benefit service. C.1.10% of 5-year final average earnings multiplied by years of benefit service prior to 2004.

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  128. Compensation Committee

    The benefit for service prior to 2004 (B or C above) is reduced for the cost of preretirement surviving spouse benefit protection. The reduction is calculated using formulas based on age and employment status during the period in which coverage was in effect. Final average earnings are the average of the employee’s 60 highest paid consecutive calendar months of compensation (salary and non-equity incentive plan compensation). The Annuity Retirement Plan covers earnings up to the limit imposed by Internal Revenue Code Section 401(a)(17) and provides for a maximum of 35 years of benefit service. Participants become fully vested in their pension benefit upon the completion of five years of service. The benefit is payable on an unreduced basis at age 65. Participants hired after 2003 who terminate prior to age 55 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. Participants hired prior to 2004 who terminate prior to age 50 with at least 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 50. Participants hired prior to 2004 who terminate prior to age 50 with less than 10 years of service may choose to commence their benefits on an actuarially reduced basis as early as age 55. The Annuity Retirement Plan offers several optional forms of payment, including certain and life annuities, joint and survivor annuities, and level income annuities. The benefit paid under any of these options is actuarially equivalent to the life annuity benefit produced by the formula described above. Participants who retire from Abbott prior to their normal retirement age may receive subsidized early retirement benefits. Participants hired after 2003 are eligible for early retirement at age 55 with 10 years of service. Participants hired prior to 2004 are eligible for early retirement at age 50 with 10 years of service or age 55 if the employee’s age plus years of benefit service total 70 or more. As of December 31, 2025, Messrs. Ford, Boudreau, and Scoggins were eligible for early retirement benefits under the plan. The subsidized early retirement reductions applied to the benefit payable for service after 2003 (A above) depend upon the participant’s age at retirement. If the participant retires after reaching age 55, the benefit is reduced 5 percent per year for each year that payments are made before age 62. If the participant retires after reaching age 50 but prior to reaching age 55, the benefit is actuarially reduced from age 65. The early retirement reductions applied to the benefit payable for service prior to 2004 (B and C above) depend upon age and service at retirement: •In general, the 5-year final average earnings portions of the benefit are reduced 3 percent per year for each year that payments are made before age 62 and the 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. •Employees who participated in the plan before age 36 may elect “Special Retirement” on the last day of any month after reaching age 55 with age plus Seniority Service points of at least 94 or “Early Special Retirement” on the last day of any month after reaching age 55, provided their age plus Seniority Service points would reach at least 94 before age 65. Seniority Service includes periods of employment prior to attaining the minimum age required to participate in the plan. If Special Retirement or Early Special Retirement applies, Seniority Service is used in place of benefit service in the formulas. The 5-year final average earnings portions of the benefit in B above are reduced 1⅔ percent for each year between ages 59 and 62 plus 2½ percent for each year between ages 55 and 59. The 3-year final average earnings portion of the benefit is reduced 5 percent per year for each year that payments are made before age 62. Benefit C is payable on an unreduced basis at Special Retirement and is reduced 3 percent per year for each year that payments are made before age 62, if Early Special Retirement applies.

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  130. Compensation Committee

    Supplemental pension plan With the following exceptions, the provisions of the Supplemental Pension Plan are substantially the same as those of the Annuity Retirement Plan: •Officers’ 5-year final average earnings are calculated using the average of the 5 highest years of base earnings and the 5 highest years of payments under Abbott’s non equity incentive plans. •The Annuity Retirement Plan does not include amounts deferred or payments received under the Abbott Laboratories Deferred Compensation and Restoration Plan in its calculation of a participant’s final average earnings. To preserve the pension benefits of Deferred Compensation and Restoration Plan participants, the Supplemental Pension Plan includes amounts deferred by a participant under the Deferred Compensation and Restoration Plan in its calculation of final average earnings. Beginning in the year following their election as an officer, Abbott officers are no longer eligible to defer compensation under the Deferred Compensation and Restoration Plan. •In addition to the benefits outlined above for the Annuity Retirement Plan, participating officers are eligible for a benefit equal to 0.6% of 5-year final average earnings for each year of service for each of the first 20 years of service occurring after the participant attains age 35. The benefit is further limited by the maximum percentage allowed under the Annuity Retirement Plan under that plan’s benefit formulas (A, B, and C above). The portion of this additional officer benefit attributable to service prior to 2004 is reduced 3 percent per year for each year that payments are made before the plan’s unreduced retirement age. The portion attributable to service after 2003 is reduced 5 percent per year for each year that payments are made before the plan’s unreduced retirement age if the participant is at least age 55 at early retirement. If the participant is under age 55 at retirement, the portion attributable to service after 2003 is actuarially reduced from age 65. •The Supplemental Pension Plan provides early retirement benefits similar to those provided under the Annuity Retirement Plan. The benefits provided to Abbott’s officers under the Supplemental Pension Plan are reduced from the plan’s unreduced retirement age, unless the benefit is being actuarially reduced from age 65. As of December 31, 2025, Messrs. Ford, Boudreau, and Scoggins were eligible for early retirement benefits under the plan. •Vested plan benefits accrued under the Supplemental Pension Plan may be funded through a grantor trust established by the officer. Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, those officers who were elected prior to 2009 may have the entire amount of their vested plan benefits funded through a grantor trust. Officers elected after 2008 may only have the vested plan benefits that accrue following the calendar year in which the officer is first elected funded through a grantor trust. Vested plan benefits accrued through December 31, 2008, to the extent not previously funded, were distributed to the participants’ individual trusts and included in the participants’ income. Benefits payable under the Supplemental Pension Plan are offset by the benefits payable from the Annuity Retirement Plan, calculated as if benefits under the plans commenced at the same time. The amounts paid to an officer’s Supplemental Pension Plan grantor trust to fund plan benefits are actuarially determined. The plan is designed to result in Abbott paying the officer’s Supplemental Pension Plan benefits to the extent assets held in the officer’s trust are insufficient.

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  132. Compensation Committee

    2025 Pension benefits

  133. Compensation Committee

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | R. B. Ford | Abbott Laboratories Annuity Retirement Plan | 29 | $685,922 | $0 | | | Abbott Laboratories Supplemental Pension Plan | 29 | 11,651,052 | 1,112,866(2) | | P. P. Boudreau | Abbott Laboratories Annuity Retirement Plan | 29 | 669,821 | 0 | | | Abbott Laboratories Supplemental Pension Plan | 29 | 3,078,743 | 655,025(2) | | L. D. Earnhardt | Abbott Laboratories Annuity Retirement Plan | 7 | 172,836 | 0 | | | Abbott Laboratories Supplemental Pension Plan | 7 | 1,301,027 | 0 | | D. G. Salvadori | Abbott Laboratories Annuity Retirement Plan | 11 | 180,830 | 0 | | | Abbott Laboratories Supplemental Pension Plan | 11 | 1,312,144 | 86,216(2) | | C. J. Scoggins | Abbott Laboratories Annuity Retirement Plan | 23 | 777,360 | 0 | | | Abbott Laboratories Supplemental Pension Plan | 23 | 4,242,620 | 1,376,551(2) | | H. L. Allen | Abbott Laboratories Annuity Retirement Plan | 20 | 779,371 | 27,252 | | | Abbott Laboratories Supplemental Pension Plan | 20 | 6,830,586 | 565,532(2) |

  134. Compensation Committee

    (1)Abbott calculates these present values using: (i) a 5.78% discount rate for the Annuity Retirement Plan and a 5.63% discount rate for the Supplemental Pension Plan, the same effective discount rates it uses for Financial Accounting Standards Board ASC Topic 715 calculations for financial reporting purposes; and (ii) each plan’s unreduced retirement age. The present values shown in the table reflect post-retirement mortality, based on the Financial Accounting Standards Board ASC Topic 715 assumption, but do not include a factor for pre-retirement termination, mortality, or disability. (2)Consistent with the distribution requirements of Internal Revenue Code Section 409A and its regulations, vested Supplemental Pension Plan benefits, to the extent not previously funded, were distributed to the participants’ individual grantor trusts and included in the participants’ income. Amounts held in the officer’s individual trust are expected to offset Abbott’s obligations to the officer under the plan. During 2025, the amounts shown, less applicable tax withholdings, were deposited in such individual trusts established by the named officers. Grantor trusts are described in greater detail in the section of the proxy statement captioned, “Compensation discussion and analysis—Benefits and perquisites.”

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  136. Compensation Committee

    2025 Non-qualified deferred compensation The following table summarizes Christopher J. Scoggins’ non‑qualified deferred compensation under the Abbott Laboratories Deferred Compensation & Restoration Plan. Neither Mr. Scoggins nor Abbott has contributed to the plan since he became an Abbott officer. None of Abbott’s other named officers have any non‑qualified deferred compensation.

  137. Compensation Committee

    | Name | Plan Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)(3) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($)(4) | | C. J. Scoggins (1) | Deferred Compensation & Restoration Plan(2) | $0 | $0 | $310 | $0 | $1,939 |

  138. Compensation Committee

    (1)Mr. Scoggins’ eligibility to participate in the Deferred Compensation & Restoration Plan ceased after he became an Abbott officer. (2)The plan permits participants to defer up to 75 percent of their base salary and up to 100 percent of their annual cash incentives and credits a participant’s account with an amount equal to the employer matching contributions that otherwise would have been made for the participant under Abbott’s tax‑qualified defined contribution plan. Participants may direct the investment of their deferral accounts into one or more of several funds chosen by the administrator, and the deferral and the deferral account are credited with investment returns based on the performance of the fund(s) selected. During 2025, the weighted average rate of return credited to Mr. Scoggins’ account was 19 percent. The plan provides for cash distributions in either a lump sum or installments after separation from service and permits in‑service withdrawals in accordance with specific procedures. Participants make distribution elections each year that apply to the salary deferrals to be made or performance bonus to be earned in the following calendar year, in accordance with the requirements of Internal Revenue Code Section 409A. Participants may request withdrawals due to financial hardship; if a hardship withdrawal is approved, it is limited to the amount needed to address the hardship. (3)The amounts reported in this column are not included in the Summary Compensation Table of this proxy statement. (4)The amounts reported in this column have not been previously reported as compensation in the Summary Compensation Table because they relate to contributions made before Mr. Scoggins became a named officer.

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  140. Compensation Committee

    Potential payments upon termination or change in control

  141. Potential payments upon termination—Generally

    Potential payments upon termination—Generally Abbott does not have employment agreements with its named officers. The following summarizes the payments that the named officers, other than Mr. Allen, would have received if their employment had terminated on December 31, 2025. Earnings would have continued to be paid to the named officer’s Performance Incentive Plan, Management Incentive Plan, and Supplemental 401(k) Plan grantor trusts, until the trust assets were fully distributed. The amount of these payments would depend on the period over which the trusts’ assets were distributed and the trusts’ earnings. If the trusts’ assets were distributed over a ten-year period and based on current earnings, the named officers would receive the following average annual payments over such ten-year period: •R. B. Ford, $1,143,003 •P. P. Boudreau, $64,497 •L. D. Earnhardt, $179,200 •D. G. Salvadori, $244,588 •C. J. Scoggins, $118,791 In addition, the following one-time deposits would have been made under the Abbott Laboratories Supplemental Pension Plan for the following named officers: •R. B. Ford, $1,233,625 •P. P. Boudreau, $437,984 •L. D. Earnhardt, $899,870 •D. G. Salvadori, $80,649 •C. J. Scoggins, $789,821 If the termination of employment was due to disability, then the following named officers also would have received, in addition to Abbott’s standard disability benefits, a monthly long-term disability benefit in the amount of: •R. B. Ford, $98,438 •P. P. Boudreau, $52,770 •L. D. Earnhardt, $64,170 •D. G. Salvadori, $19,410 •C. J. Scoggins, $54,765 This long-term disability benefit would continue for up to 24 months following termination of employment. It ends if the officer retires, recovers, dies, or ceases to meet eligibility criteria. In addition, if the employment of these named officers had terminated due to death or disability, the officer’s unvested stock options and restricted shares would have vested on December 31, 2025 with values as set forth below in the section captioned, “Equity awards.”

  142. Potential payments upon change in control

    Potential payments upon change in control Abbott has change in control arrangements with other key members of its management team, in the form of change in control agreements for Abbott officers and a change in control plan for certain other management personnel. The agreements with the named officers are described below. Each change in control agreement continues in effect until December 31, 2026, and can be renewed for successive two-year terms upon notice prior to the expiration date. If notice of non-renewal is given, the agreement will expire on the later of the scheduled expiration date and the one-year anniversary of the date of such notice. If no notice is given, the agreement will expire on the one-year anniversary of the scheduled expiration date. Each agreement also automatically extends for two years following any change in control (see below) that occurs while the agreement is in effect.

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  144. Potential payments upon change in control

    The agreements provide that if the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason (see below) within two years following a change in control of Abbott, the officer is entitled to receive a lump sum payment equal to three times the officer’s annual salary and annual incentive (“bonus”) award (assuming for this purpose that all target performance goals have been achieved or, if higher, based on the average bonus for the last three years), plus any unpaid bonus owing for any completed performance period and the pro rata bonus for any current bonus period (based on the highest of the bonus assuming achievement of target performance, the average bonus for the past three years, or in the case of the unpaid bonus for any completed performance period, the actual bonus earned). If the officer is terminated other than for cause or permanent disability or if the officer elects to terminate employment for good reason during a potential change in control (see below), the officer is entitled to receive a lump sum payment of the annual salary and bonus payments described above, except that the amount of the bonus to which the officer is entitled will be based on the actual achievement of the applicable performance goals. If the potential change in control becomes a “change in control event” (within the meaning of Section 409A of the Internal Revenue Code), the officer will be entitled to receive the difference between the bonus amounts the officer received upon termination during the potential change in control and the bonus amounts that would have been received had such amounts instead been based on the higher of the officer’s target bonus or the average bonus paid to the officer in the preceding three years. Bonus payments include payments made under the Performance Incentive Plan. The officer will also receive up to three years of additional employee benefits (including welfare benefits, outplacement services and tax and financial counseling, and the value of three more years of pension accruals). If change in control related payments and benefits become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, payments under the agreement will be reduced to prevent application of the excise tax if such a reduction would leave the executive in a better after-tax position than if the payments were not reduced and the tax applied. The agreements also limit the conduct for which awards under Abbott’s incentive stock programs can be terminated and generally permit options to remain exercisable for the remainder of their term. For purposes of the agreements, the term “change in control” includes the following events: any person becoming the beneficial owner of Abbott securities representing a specified percentage of the outstanding voting power (not including an acquisition directly from Abbott and its affiliates); a change in the majority of the members of the Board of Directors whose appointment was approved by a vote of at least two thirds of the incumbent directors; and the consummation of certain mergers or similar corporate transactions involving Abbott. A “potential change in control” under the agreements includes, among other things, Abbott’s entry into an agreement that would result in a change in control. Finally, the term “good reason” includes: a significant adverse change in the executive’s position, duties, or authority; Abbott’s failure to pay the executive’s compensation or a reduction in the executive’s base pay or benefits; or the relocation of Abbott’s principal executive offices to a location that is more than thirty-five miles from the location of the offices at the time of the change in control. If a change in control had occurred on December 31, 2025 immediately followed by one of the covered circumstances described above, the named officers, other than Mr. Allen, would have been entitled to receive the following payments and benefits under the change in control agreements:

  145. Potential payments upon change in control

    | Name | Cash Termination Payments | Additional Supplemental Pension Plan Benefits | Welfare and Fringe Benefits | | R. B. Ford | $14,506,500 | $7,350,511 | $116,272 | | P. P. Boudreau | 7,376,400 | 4,968,004 | 123,337 | | L. D. Earnhardt | 7,281,900 | 854,092 | 116,165 | | D. G. Salvadori | 6,386,700 | 287,526 | 108,413 | | C. J. Scoggins | 6,706,800 | 3,576,930 | 80,008 |

  146. Potential payments upon change in control

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  147. Potential payments upon change in control

    Equity awards Under Abbott Laboratories’ Incentive Stock Programs, upon a change in control, the surviving company may assume, convert, or replace awards to executive officers on an equivalent basis. If the surviving company does not do so, then the awards vest. If the surviving company does assume, convert, or replace the awards on an equivalent basis, then the awards vest if the officer’s employment is terminated without cause or the officer resigns for good reason during the period six months prior to and through two years after a change in control. The term “good reason” has the same definition as in the change of control agreements. If a change in control had occurred on December 31, 2025, and the surviving company did not assume, convert, or replace the awards, then the named officers, other than Mr. Allen, would have vested in the following options and restricted shares:

  148. Potential payments upon change in control

    | | Unvested Stock Options | | Restricted Shares | | | Name | Number of Option Shares | Value of Option Shares | Number of Restricted Shares | Value of Restricted Shares | | R. B. Ford | 509,930 | $3,217,322 | 135,121 | $16,929,310 | | P. P. Boudreau | 151,254 | 676,268 | 40,336 | 5,053,697 | | L. D. Earnhardt | 134,012 | 755,985 | 35,566 | 4,456,064 | | D. G. Salvadori | 124,114 | 769,556 | 32,882 | 4,119,786 | | C. J. Scoggins | 79,373 | 413,770 | 21,073 | 2,640,236 |

  149. Potential payments upon change in control

    The value of stock options shown is based on the excess of the closing price of a common share on December 31, 2025 over the exercise price of such options, multiplied by the number of unvested stock options held by the named officer. The value of restricted shares shown is determined by multiplying the number of restricted shares that would vest as of December 31, 2025 and the closing price of a common share on December 31, 2025. CEO pay ratio Abbott’s compensation programs are designed to attract and retain talented people around the world who share Abbott’s mission to help people live their healthiest possible lives. We use a consistent approach for determining compensation for our employees, including the CEO. However, compensation elements and pay levels of our employees can vary dramatically from country to country based on market trends, cost of living, and cost of labor. These factors, along with movement of the U.S. dollar against other currencies, can cause variation in median employee compensation and the resulting ratio. As of October 1, 2025, Abbott employed 115,065 people, 68%(1 ) of whom were employed outside of the U.S. To identify our median employee, we examined the 2025 base salary of all employees globally, excluding the CEO. We removed 5,696 employees(2), representing less than 5% of our global workforce, in locations where the cost of living, cost of labor, or currency movement against the U.S. dollar was not representative of our global employee compensation arrangements. We annualized the base salary of all permanent employees who were hired in 2025 but did not work for the entire year. The base salary for employees outside of the U.S. was converted to U.S. dollars. After identifying the median employee, we collected annual total compensation for this employee using the same methodology we use for our named executive officers as disclosed in the Summary Compensation Table on page 55 and then added the cost of medical and dental benefits ($16,795) in the calculation of annual total compensation for the median employee and CEO. The annual total compensation of our median employee was $145,528, resulting in a ratio of 166:1. The above ratio and annual total compensation amount are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. (1)Total U.S. employees: 36,925; total non-U.S. employees: 78,140. (2)Belarus (44), Egypt (312), Indonesia (490), Kazakhstan (165), Malaysia (1,838), Pakistan (1,378) and Philippines (1,469).

  150. Potential payments upon change in control

    | | 69 |

  151. Potential payments upon change in control

    Pay versus performance The following table presents the Company’s pay versus performance disclosure as required by the SEC. The “Compensation Actually Paid” portions of this table are calculated in accordance with SEC rules and include certain amounts that were not received during the respective fiscal year and may not be received in the future. The section of the proxy statement captioned, “Compensation Discussion and Analysis—Basis for Compensation Decisions” describes how the Compensation Committee links pay to performance.

  152. Potential payments upon change in control

    | | | | | | Value of Initial Fixed $100 Investment Based On:(5) | | | | | Year(1) | Summary Compensation Table Total for Ford(2) | Compensation Actually Paid to Ford(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions) | Adjusted Diluted EPS(7) | | 2025 | $24,198,660 | $26,833,361 | $7,458,379 | $7,632,237 | $125 | $148 | $8,663 | $5.15 | | 2024 | $22,777,075 | $24,767,687 | $7,362,647 | $7,713,265 | $142 | $147 | $8,133 | $4.67 | | 2023 | $23,268,171 | $20,487,194 | $6,232,663 | $5,691,925 | $136 | $143 | $5,723 | $4.44 | | 2022 | $21,722,152 | $8,014,859 | $7,402,414 | $2,903,667 | $133 | $140 | $6,933 | $5.34 | | 2021 | $24,914,886 | $43,342,034 | $9,267,772 | $20,389,311 | $167 | $143 | $7,071 | $5.21 |

  153. Potential payments upon change in control

    (1)The Principal Executive Officer (“PEO”) and named officers for the applicable years were as follows: •2025: Robert B. Ford served as the Company’s PEO for the entirety of 2025. The Company’s other named officers for 2025 were: Philip P. Boudreau; Lisa D. Earnhardt; Daniel G. Salvadori; Christopher J. Scoggins; and Hubert L. Allen. •2024: Robert B. Ford served as the Company’s PEO for the entirety of 2024. The Company’s other named officers for 2024 were: Philip P. Boudreau; Hubert L. Allen; Lisa D. Earnhardt; Daniel G. Salvadori; and Robert E. Funck, Jr. •2023: Robert B. Ford served as the Company’s PEO for the entirety of 2023. The Company’s other named officers for 2023 were: Robert E. Funck, Jr.; Philip P. Boudreau; Hubert L. Allen; Lisa D. Earnhardt; and Daniel G. Salvadori. •2022: Robert B. Ford served as the Company’s PEO for the entirety of 2022. The Company’s other named officers for 2022 were: Robert E. Funck, Jr.; Hubert L. Allen; Daniel G. Salvadori; and Andrea F. Wainer. •2021: Robert B. Ford served as the Company’s PEO for the entirety of 2021. The Company’s other named officers for 2021 were: Robert E. Funck, Jr.; Hubert L. Allen; Daniel G. Salvadori; Andrea F. Wainer; and Miles D. White. (2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in which the named officer served as PEO in the case of Mr. Ford and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s named officers other than the individual serving as PEO for all or a portion of such years.

  154. Potential payments upon change in control

    | 70 | |

  155. Potential payments upon change in control

    (3)Amounts reported in this column are based on total compensation reported for Mr. Ford in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.

  156. Potential payments upon change in control

    | | | Ford | | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | Summary Compensation Table - Total Compensation(a) | $24,198,660 | $22,777,075 | $23,268,171 | $21,722,152 | $24,914,886 | | - | Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(b) | (1,025,608) | (185,753) | (2,894,207) | — | (2,429,795) | | + | Service Costs Under Defined Benefit and Actuarial Pension Plans(c) | 376,506 | 400,203 | 369,300 | 551,654 | 482,954 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(d) | (17,575,808) | (16,454,034) | (14,874,249) | (17,399,594) | (17,379,272) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(e) | 15,031,850 | 15,483,191 | 15,931,161 | 16,976,728 | 22,729,219 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(f) | 1,349,086 | 601,245 | 365,421 | (7,581,367) | 10,936,340 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | 4,155,927 | 1,833,529 | (1,969,172) | (6,515,228) | 3,865,474 | | + | Dividends paid on equity awards(h) | 322,748 | 312,231 | 290,769 | 260,514 | 222,228 | | = | Compensation Actually Paid | $26,833,361 | $24,767,687 | $20,487,194 | $8,014,859 | $43,342,034 |

  157. Potential payments upon change in control

    (a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b)Represents the aggregate change in the actuarial present value of Mr. Ford’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (c)Represents the sum of the actuarial present value of Mr. Ford’s benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (d)Represents the aggregate grant date fair value of option awards and stock awards granted to Mr. Ford reported in the Summary Compensation Table during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (e)Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Ford’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (f)Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards granted in prior fiscal years and held by Mr. Ford as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (g)Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Mr. Ford that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (h)Represents the aggregate value of dividends paid on outstanding and unvested stock awards.

  158. Potential payments upon change in control

    | | 71 |

  159. Potential payments upon change in control

    (4)Amounts reported in this column are based on the average total compensation reported for the Company’s named officers other than the individuals serving as PEO in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  160. Potential payments upon change in control

    | | | Other NEOs Average(a) | | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | | Summary Compensation Table - Total Compensation(b) | $7,458,379 | $7,362,647 | $6,232,663 | $7,402,414 | $9,267,772 | | - | Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans(c) | (621,646) | (239,056) | (618,518) | — | (503,651) | | + | Service Costs Under Defined Benefit and Actuarial Pension Plans(d) | 201,450 | 191,517 | 168,628 | 290,245 | 263,706 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(e) | (4,634,944) | (4,602,725) | (3,561,910) | (5,406,145) | (6,156,884) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(f) | 3,964,071 | 4,331,148 | 3,820,883 | 5,274,761 | 8,052,203 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(g) | 295,744 | 149,112 | 90,401 | (2,269,110) | 6,303,872 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h) | 892,945 | 439,849 | (511,224) | (2,469,621) | 3,050,194 | | + | Dividends paid on equity awards(i) | 76,238 | 80,773 | 71,002 | 81,123 | 112,099 | | = | Compensation Actually Paid | $7,632,237 | $7,713,265 | $5,691,925 | $2,903,667 | $20,389,311 |

  161. Potential payments upon change in control

    (a)Please see footnote 1 for the named officers included in the average for each indicated fiscal year. Mr. White was a named officer in 2021, and his 2021 compensation is included in the average compensation reported in this table for 2021. (b)Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named officers in the indicated fiscal year. (c)Represents the average aggregate change in the actuarial present value of the reported named officers accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (d)Represents the average sum of the actuarial present value of the reported named officers benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (e)Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named officers reported in the Summary Compensation Table during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes.

  162. Potential payments upon change in control

    | 72 | |

  163. Potential payments upon change in control

    (f)Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named officers outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (g)Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards granted in prior fiscal years and held by the reported named officers as of the last day of the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (h)Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported named officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the Company’s methodology used for financial reporting purposes. (i)Represents the average aggregate value of dividends paid on outstanding and unvested stock awards held by the reported named officers during the indicated fiscal year. (5)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (6)The TSR Peer Group consists of the Standard & Poor’s 500 Health Care Index, an independently prepared index that includes companies in the healthcare industry. (7)Adjusted Diluted EPS is diluted earnings per common share from continuing operations excluding specified items, such as intangible amortization expense and various other costs including expenses related to restructuring actions or business acquisitions. As noted in the CD&A, for 2025, the Compensation Committee determined that Adjusted Diluted EPS continues to be viewed as a core driver of the Company’s performance and shareholder value creation. We believe the compensation paid, calculated in accordance with SEC disclosure rules, in each of the years reported above and over the five-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the compensation paid fluctuated year-over-year. However, these relationships are primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual incentive plan and our LTI plan, including our TSR and Adjusted Diluted EPS performance. The section of the proxy statement captioned, “Compensation Discussion and Analysis—Basis for Compensation Decisions” describes in greater detail the Compensation Committee’s emphasis on “pay-for-performance”. The relationship between compensation paid and the pay of our NEOs is described below: - Relationship Between Compensation Paid to the PEO and Average Other Named Officers and the Company’s Cumulative TSR – In 2021, the compensation paid to Mr. Ford and the other named officers increased by 49% and 87%, respectively, compared to a TSR of 31%. In 2022, the compensation paid to Mr. Ford and the other named officers decreased by 82% and 86%, respectively, compared to a TSR of negative 21%. In 2023, the compensation paid to Mr. Ford and the other named officers increased by 156% and 96%, respectively, compared to a TSR of 2%. In 2024, the compensation paid to Mr. Ford and the other named officers increased by 20% and 36%, respectively, compared to a TSR of 5%. In 2025, the compensation paid to Mr. Ford increased by 8%, while compensation paid to the other named officers decreased by 1%, respectively, compared to a TSR of 13%. - Relationship Between Compensation Paid to the PEO and Average Other Named Officers and the Company’s Net Income – In 2021, the compensation paid to Mr. Ford and the other named officers increased by 49% and 87%, respectively, compared to a 57% increase in our net income. In 2022, the compensation paid to Mr. Ford and the other named officers decreased by 82% and 86%, respectively, compared to a 2.0% decrease in our net income. In 2023, the compensation paid to Mr. Ford and the other named officers increased by 156% and 96%, respectively, compared to a 17.5% decrease in our net income. In 2024, the compensation paid to Mr. Ford and the other named officers increased by 20% and 36%, respectively, compared to a 42% increase in our net income. In 2025, the compensation paid to Mr. Ford increased by 8%, while compensation paid to the other named officers decreased by 1%, respectively, compared to a 7% increase in our net income. - Relationship Between Compensation Paid to the PEO and Average Other Named Officers and the Company’s Adjusted Diluted EPS Performance – In 2021, the compensation paid to Mr. Ford and the other named officers

  164. Potential payments upon change in control

    | | 73 |

  165. Potential payments upon change in control

    increased by 49% and 87%, respectively, compared to a 43% increase in our Adjusted Diluted EPS, as calculated per footnote 7 above. In 2022, the compensation paid to Mr. Ford and the other named officers decreased by 82% and 86%, respectively, compared to a 2.5% increase in our Adjusted Diluted EPS, as calculated per footnote 7 above. In 2023, the compensation paid to Mr. Ford and the other named officers increased by 156% and 96%, respectively, compared to a 16.9% decrease in our Adjusted Diluted EPS, as calculated per footnote 7 above. In 2024, the compensation paid to Mr. Ford and the other named officers increased by 20% and 36%, respectively, compared to a 5.2% increase in our Adjusted Diluted EPS, as calculated per footnote 7 above. In 2025, the compensation paid to Mr. Ford increased by 8%, while compensation paid to the other named officers decreased by 1%, respectively, compared to a 10.3% increase in our Adjusted Diluted EPS, as calculated per footnote 7 above. - Relationship Between the Company’s TSR and the Peer Group TSR – The TSR for the peer group disclosed in footnote 6 of the table above increased by 0.7% in 2025, increased by 3% in 2024, increased by 2% in 2023, decreased by 2% in 2022 and increased by 26% in 2021, as compared to the Company’s TSR which decreased by 12% in 2025, increased by 5% in 2024, increased by 2% in 2023, decreased by 21% in 2022 and increased by 31% during 2021. Our compensation program is linked directly to our business strategy, to help focus participants on those activities that drive our business strategy and create value for shareholders. The following list includes the most important performance measures used to link the compensation of our named officers for the most recently completed fiscal year to Company performance and business strategy. Please see page 26 of the CD&A for additional detail.

  166. Potential payments upon change in control

    | •Sales | •Gross Margin | | •Diluted EPS | •Total Shareholder Return | | •Return on Assets | •Return on Equity | | •Free Cash Flow | •Division Margin |

  167. Potential payments upon change in control

    | 74 | |

  168. Potential payments upon change in control

    | Item 2 | Ratification of Ernst & Young LLP as auditors |

  169. Potential payments upon change in control

    Abbott’s By-Laws provide that the Audit Committee shall appoint annually a firm of independent registered public accountants to serve as auditors. In October 2025, the Audit Committee appointed Ernst & Young LLP to act as auditors for 2026. Ernst & Young LLP has served as Abbott’s auditors since 2014. Although the Audit Committee has sole authority to appoint auditors, it would like to know the opinion of the shareholders regarding its appointment of Ernst & Young LLP as auditors for 2026. For this reason, shareholders are being asked to ratify this appointment. If the shareholders do not ratify the appointment of Ernst & Young LLP as auditors for 2026, the Audit Committee will take that fact into consideration, but may, nevertheless, continue to retain Ernst & Young LLP. The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as auditors for 2026. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions. Audit fees and non-audit fees The following table presents fees for professional audit services by Ernst & Young LLP for the audit of Abbott’s annual financial statements for the years ended December 31, 2025 and December 31, 2024 and fees billed for other services rendered by Ernst & Young LLP during these periods.

  170. Potential payments upon change in control

    | | 2025 | 2024 | | Audit fees:(1) | $31,856,000 | $30,854,000 | | Audit related fees:(2) | 1,664,000 | 1,574,000 | | Tax fees:(3) | 5,767,000 | 6,241,000 | | All other fees:(4) | 293,000 | 242,000 | | Total | $39,580,000 | $38,911,000 |

  171. Potential payments upon change in control

    (1)Audit fees include amounts billed or to be billed for professional services rendered for the audit of Abbott’s annual financial statements, the review of Abbott’s financial statements included in Abbott’s quarterly reports, and the audits of Abbott’s internal control over financial reporting, statutory and subsidiary audits, the review of documents filed with the Securities and Exchange Commission, and certain accounting consultations in connection with the audits. (2)Audit related fees include audits of certain employee benefit plans’ financial statements, assurance reports related to certain information technology systems, and other agreed upon procedures. (3)Tax fees consist principally of professional services rendered for tax compliance and tax planning and advice including assistance with tax audits and appeals. (4)All other fees include regulatory and technical education services, participation in industry surveys, benchmarking analyses, and a required compliance assessment associated with Abbott’s hosting of certain health data.

  172. Potential payments upon change in control

    | | 75 |

  173. Potential payments upon change in control

    Policy on Audit Committee pre-approval of audit and permissible non-audit services of the independent auditor The Audit Committee has established policies and procedures to pre-approve all audit and permissible non-audit services performed by the independent auditor and its related affiliates. Prior to engagement of the independent registered public accounting firm for the next year’s audit, management will submit a schedule of all proposed services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm. The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Report of the Audit Committee Management is responsible for Abbott’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee reviews these processes on behalf of the Board of Directors. In this context, the Audit Committee has reviewed and discussed the audited financial statements contained in the 2025 Annual Report on Form 10-K with Abbott’s management and its independent registered public accounting firm. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has also considered whether the provision of the services described on page 75 under the caption “Audit fees and non-audit fees” is compatible with maintaining the independence of the independent registered public accounting firm. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Abbott’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission.