🧾 What This Document Is 📑

This filing is a Definitive Additional Materials supporting Amgen’s annual proxy statement. Think of a proxy statement as a comprehensive guide and required disclosure package mailed to shareholders before the company's Annual Meeting of Stockholders. 👉 This document summarizes the company's successful year (2025) and, critically, asks shareholders for their votes on major corporate matters, such as electing directors and approving executive compensation.

The primary purpose is to provide a detailed narrative, performance metrics, and governance recommendations that help shareholders decide how to vote at the Annual Meeting scheduled for May 19, 2026.

🏢 What Amgen Does 🧬

Amgen Inc. is a major biopharmaceutical company. In simple terms, the company focuses on discovering, developing, and manufacturing biological medicines designed to treat a wide range of diseases. They make money by getting drugs approved by regulatory bodies like the FDA and then selling them to healthcare providers and insurance companies globally.

Amgen's focus areas are broad, covering everything from general medicine to rare diseases and inflammation. They rely on advanced scientific research and large-scale, specialized manufacturing facilities to bring new therapies to market.

📈 Stellar Year Results 🚀

This section covers the major operational and financial highlights from 2025, painting a picture of strong execution and growth. The company reported robust financial performance alongside significant product advancements.

Amgen highlighted several signs of market strength and successful product pipelines:

• Revenue and Sales Growth: The company achieved strong operational performance with a 10% year-over-year revenue and sales growth.
• Product Success: This growth was driven by strong product lines, including 18 products achieving record sales, 14 products exceeding $1 billion in sales, and 13 products delivering double-digit sales growth.
• Innovation: Beyond revenue, the company significantly advanced its research agenda by receiving five important U.S. Food and Drug Administration (FDA) regulatory approvals.

👉 These metrics signal that Amgen's core drug portfolio is growing, and its innovative research programs are succeeding, positioning the company well for future revenue.

🧪 Breakthrough Science & Pipeline Progress 🔬

The document dedicates significant attention to the company's scientific achievements, which are key to its future revenue. Several drugs received new approvals, and ambitious clinical studies were launched across multiple therapeutic areas.

• General Medicine (Repatha®): In the VESALIUS-CV study, Repatha showed significant benefits for patients at high cardiovascular (CV) risk without prior heart issues, reducing the risk of first major adverse CV events by 25% and first heart attacks by 36%.
• Obesity/Weight Management (MariTide): Amgen initiated six global Phase 3 studies for MariTide across four different conditions: chronic weight management, CV outcomes, heart failure, and obstructive sleep apnea. This indicates the potential market impact of the drug beyond just weight loss.
• Oncology Advances:
  • IMDELLTRA® received full FDA approval for treating adult patients with extensive-stage small cell lung cancer (ES-SCLC) in the second or later line of treatment.
  • LUMAKRAS® (used with Vectibix®) also received FDA approval for third-line treatment of metastatic colorectal cancer with KRAS G12C mutations.
• Rare Disease: UPLIZNA® received two FDA approvals, notable for being the first and only treatment for adults living with Immunoglobulin G4-related disease (IgG4-RD) and also for generalized myasthenia gravis (gMG).
• Inflammation: TEZSPIRE® received FDA approval for chronic rhinosinusitis with nasal polyps, and two Phase 3 studies are underway for moderate to very severe chronic obstructive pulmonary disease (COPD).

👉 Success in clinical trials and securing FDA approvals are the lifeblood of a biopharma company, as they directly translate into future sales and market dominance.

🏭 Expanding the Manufacturing Footprint 🏗️

Maintaining a robust supply chain is critical for any drug company. Amgen announced several major capital investments to increase its manufacturing capacity and ensure supply reliability across the U.S.

The company is strengthening its domestic production network:

• North Carolina: Building on a prior 2024 announcement, Amgen continued to expand its U.S. manufacturing network, investing $1 billion at its North Carolina facilities.
• Ohio: They announced an additional investment of $900 million in Ohio.
• Puerto Rico: A further investment of $650 million was made in Puerto Rico.

These expansive projects are designed not only to increase the volume of drug production but also to integrate innovative technologies that improve overall manufacturing yields, thereby enhancing the resilience of the global supply chain.

💰 Financial Discipline & Capital Returns 🏦

This section summarizes the financial decisions made by the Board of Directors, demonstrating a focus on both internal growth and returning value to shareholders. These actions reflect a disciplined approach to capital allocation.

Amgen reported major financial and strategic investments during 2025:

• Research & Development (R&D): The company invested approximately $7 billion in research and development. This massive outlay shows a deep commitment to finding and developing the next generation of innovative medicines.
• Strategic Capital Projects: An additional $2 billion was allocated to strategic capital projects, which helps advance general long-term growth.
• Debt Reduction & Dividends: Financially, Amgen showed a commitment to shareholders by reducing its outstanding debt by $6 billion and returning $5 billion of capital to its stockholders in dividends.

👉 The ability to spend $7 billion on R&D while simultaneously paying out $5 billion in dividends and paying down $6 billion in debt is a powerful signal of financial stability and confidence in future earnings.

🌍 Impact and Community Commitment 💖

Beyond financial metrics, Amgen highlighted its commitment to social impact, illustrating its role as a corporate citizen. These programs are vital for maintaining a positive relationship with regulators, the public, and the investment community.

• Patient Assistance: Through the Amgen Safety Net Foundation (ASNF), the company has historically provided remarkable support. Since 2001, ASNF has provided approximately $19 billion in commercial value of medicines at no cost to uninsured or underinsured patients globally.
• Education: The Amgen Foundation’s science education programs have helped reach over 80 million students and teachers globally, helping to inspire the next generation of scientific talent.

🗳️ Board Oversight and Voting Recommendations 🕊️

This section is the core governance component, providing the rationale behind the Board's recommendations for the upcoming Annual Meeting of Stockholders. It is crucial for understanding corporate accountability.

The Board strongly recommends voting FOR the following items and AGAINST one specific proposal:

• Item 1: Electing the 12 nominated directors to serve until the 2027 annual meeting.
• Item 2: Approving the executive compensation package.
• Item 3: Ratifying Ernst & Young LLP as independent public accountants.
• Item 4: Voting AGAINST a stockholder proposal requiring an independent Board Chair.

The Board emphasizes its robust governance structure, noting that 11 of the 12 director nominees are independent. They also highlighted that their compensation practices are performance-based, with 76% of the CEO's 2025 target direct compensation and 70% of other NEOs' target direct compensation based solely on the company's performance.

🛡️ Addressing Shareholder Proposals 🤔

A large portion of the filing is devoted to responding to a stockholder proposal that recommends requiring an independent Board Chair. The Board strongly and unanimously recommends voting AGAINST this proposal.

The Board counters this proposal with several arguments concerning governance and leadership:

• Internal Oversight: They point out they have "numerous mechanisms that ensure independent oversight" of the Company’s affairs.
• Leadership Structure: They maintain that their governance documents give the Board discretion to determine whether to separate or combine the Chairman and CEO roles.
• Current Leadership: They cited Robert A. Bradway serving as both Chairman and CEO, noting that the Board conducts annual evaluations and determined that this current structure is best suited for the company.

The Board summarizes this by stating: "Our performance in 2025 demonstrated the effectiveness of our Board leadership structure and its oversight of the Company's strategy and execution."

📞 Investor Relations & Key Dates 📅

This section provides essential logistical details for shareholders who wish to learn more or ask questions about the proxy vote.

• Annual Meeting Date: The Annual Meeting of Stockholders is scheduled for May 19, 2026, and will be held virtually.
• Contact Person: Casey Capparelli, Vice President, Investor Relations.
• Contact Details:
  • Phone: (805) 447-1746
  • Email: [email protected]

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🧠 The Analogy 🚂

Think of the company's Board of Directors as the train crew, and the stock market as the tracks. When stockholders propose changing the leadership structure (like demanding a separate Chairman), it's like demanding a specific color train for the next journey. The Board, however, argues that the current crew structure (Chairman and CEO combined) has proven to be the most efficient and reliable way to run the train. They aren't ignoring the request, but rather asserting that their current setup, combined with the stellar performance (the train running on time, delivering record revenue), is best for reaching the destination of long-term success.

🧩 Final Takeaway 🌟

Amgen reports a year of massive scientific and financial success in 2025, driven by strong product sales and deep investment in future R&D. The filing is essentially asking stockholders to endorse the current leadership structure and the Board's strategy while celebrating the company's tremendous growth and stable financial foundation.