Acquisitions, Divestitures, Equity-Method Investments, Collaborative Arrangements, Research and Development Arrangements and In-Licensing Arrangements

12 Months Ended

Dec. 31, 2025

Business Combinations, Discontinued Operations And Disposal Groups, Collaborative Arrangements And Equity Method Investments [Abstract]

Acquisitions, Divestitures, Equity-Method Investments, Collaborative Arrangements, Research and Development Arrangements and In-Licensing Arrangements

A. Acquisitions

Metsera––On November 13, 2025, we acquired Metsera, a clinical-stage biopharmaceutical company accelerating the next generation of medicines for obesity and cardiometabolic diseases, for $65.60 per share in cash plus a contingent value right (CVR) of up to $20.65 per share in potential additional payments (up to $2.3 billion) tied to the achievement of three specified milestones: $4.60 per share following the Phase 3 clinical trial start of Metsera’s injectable GLP-1 receptor antagonist MET-097i+amylin analog MET-233i combination, $6.40 per share following FDA approval of Metsera’s monthly MET-097i monotherapy and $9.65 per share following FDA approval of Metsera’s monthly MET-097i+MET-233i combination. The total fair value of the consideration transferred was $8.0 billion ($7.8 billion net of cash acquired), which includes the fair value of $632 million for the noncash CVRs and $475 million for employee stock awards related to pre-acquisition service. In addition, $129 million in post-closing compensation expense for Metsera employee incentive awards was recorded in Restructuring charges and certain acquisition-related costs.

In connection with this business combination, we provisionally recorded: (i) $8.0 billion of identifiable intangible assets, net, consisting of IPR&D, (ii) $2.2 billion of Goodwill, (iii) $1.7 billion of net deferred tax liabilities, and (iv) $635 million of contingent consideration liability assumed from Metsera. Goodwill resulted primarily from the recognition of deferred tax liabilities, is related to our Biopharma segment (see Note 10) and is not deductible for tax purposes. The contingent consideration liability was recorded at fair value and relates to Metsera’s 2023 acquisition of Zihipp Ltd (Zihipp). As a part of that transaction, the former Zihipp shareholders are entitled to future potential development, regulatory and commercialization milestones, along with low-single digit royalties on net product sales on the MET-097i and MET-233i product candidates. The allocation of the consideration transferred to the assets acquired and liabilities assumed has not yet been finalized.

Pro forma information has not been presented because this acquisition is not material to our consolidated financial statements.

Seagen––On December 14, 2023 (the acquisition date), we acquired Seagen, a global biotechnology company that discovers, develops and commercializes transformative cancer medicines, for $229 per share in cash. The total fair value of the consideration transferred was $44.2 billion ($43.4 billion, net of cash acquired). In addition, in connection with the acquisition, $476 million in post-closing compensation expense for Seagen employee incentive awards was recorded in Restructuring charges and certain acquisition-related costs (see Note 3).

Seagen’s principal business was the development, manufacture, marketing and distribution of targeted cancer therapeutics, primarily using ADC technology. Seagen’s portfolio includes four approved medicines as well as a pipeline of product candidates. We believe our acquisition of Seagen will strengthen our oncology capabilities by allowing us to combine Seagen’s ADC technology with the resources and scale of the Pfizer enterprise and to advance more potential breakthroughs to patients with cancer.

The final allocation of the consideration transferred to the assets acquired and the liabilities assumed has been completed and is summarized in the following table:


(MILLIONS)	Final Amounts Recognized as of Acquisition Date
Working capital, excluding inventories(a)	$	621
Inventories(b)	3,273
Property, plant and equipment	280
Identifiable intangible assets, excluding in-process research and development(c)	7,920
In-process research and development	19,900
Other noncurrent assets	59
Net income tax accounts(d)	(4,779)
Other noncurrent liabilities	(187)
Total identifiable net assets	27,086
Goodwill	17,148
Net assets acquired/total consideration transferred	$	44,234

(a)Includes cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued compensation and other current liabilities.

(b)Comprised of $1.1 billion current inventories and $2.1 billion noncurrent inventories.

(c)Comprised mainly of $7.5 billion of finite-lived developed technology rights with an estimated weighted-average life of approximately 18 years.

(d)Included primarily in Noncurrent deferred tax liabilities.

As of the acquisition date, the fair value of accounts receivable approximated the book value acquired. The gross contractual amount receivable was $597 million.

In the ordinary course of business, Seagen may incur liabilities for environmental, legal and tax matters, as well as guarantees and indemnifications. These matters may include contingencies. Except as specifically excluded by the relevant accounting standard, contingencies are required to be measured at fair value as of the acquisition date if the acquisition-date fair value of the asset or liability arising

from a contingency can be determined. If the acquisition-date fair value of the asset or liability cannot be determined, the asset or liability would be recognized at the acquisition date if both of the following criteria are met: (i) it is probable that an asset existed or that a liability had been incurred at the acquisition date, and (ii) the amount of the asset or liability can be reasonably estimated.

•Environmental Matters—In the ordinary course of business, Seagen may incur liabilities for environmental matters such as remediation work, asset retirement obligations and environmental guarantees and indemnifications.

•Legal Matters—Seagen is involved in various legal proceedings, including patent, intellectual property, and product liability matters of a nature considered normal to its business. The contingencies arising from legal matters are not significant to our consolidated financial statements.

•Tax Matters—In the ordinary course of business, Seagen incurs liabilities for income taxes. Income taxes are exceptions to both the recognition and fair value measurement principles associated with the accounting for business combinations. Reserves for income tax contingencies continue to be measured under the benefit recognition model. Net liabilities for income taxes as of the acquisition date were $4.8 billion, including $48 million for uncertain tax positions. The net tax liability includes $6.3 billion for the tax impact of fair value adjustments, partially offset by $1.5 billion for deferred tax assets on which Seagen had recognized a valuation allowance.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisition of Seagen includes the following:

•the expected specific synergies and other benefits that we believe will result from combining the operations of Seagen with the operations of Pfizer;

•any intangible assets that do not qualify for separate recognition, as well as future, as yet unidentified projects and products; and

•the value of the going-concern element of Seagen’s existing businesses (the higher rate of return on the assembled collection of net assets versus if Pfizer had acquired all of the net assets separately).

Goodwill is not amortized and is not deductible for tax purposes. All of the goodwill related to the acquisition of Seagen is related to our Biopharma segment (see Note 10).

Actual and Pro Forma Impact of Acquisition—The following table presents information for Seagen’s operations that are included in Pfizer’s consolidated statements of operations beginning from the acquisition date, December 14, 2023, through Pfizer’s year-end in 2023:


(MILLIONS)	December 31, 2023
Revenues	$	132
Net loss attributable to Pfizer Inc. common shareholders(a)	(746)

(a)Includes restructuring, integration and acquisition-related costs ($614 million pre-tax) and purchase accounting charges related to (i) the fair value adjustment for acquisition-date inventory estimated to have been sold ($109 million pre-tax); (ii) amortization expense related to the fair value of identifiable intangible assets acquired from Seagen ($25 million pre-tax); as well as (iii) depreciation expense related to the fair value adjustment of fixed assets acquired from Seagen ($2 million pre-tax).

The following table provides unaudited U.S. GAAP supplemental pro forma information as if the acquisition of Seagen had occurred on January 1, 2022:


	Unaudited Supplemental Pro Forma Consolidated Results

(MILLIONS, EXCEPT PER SHARE DATA)	Year Ended December 31, 2023
Revenues	$	61,893
Net income/(loss) attributable to Pfizer Inc. common shareholders	(1,481)
Diluted earnings/(loss) per share attributable to Pfizer Inc. common shareholders	(0.26)

The unaudited supplemental pro forma consolidated results do not purport to reflect what the combined company’s results of operations would have been had the acquisition occurred on January 1, 2022, nor do they project the future results of operations of the combined company or reflect the expected realization of any cost savings associated with the acquisition. The actual results of operations of the combined company may differ significantly from the pro forma information reflected here due to many factors.

The unaudited supplemental pro forma financial information includes various assumptions, including those related to the purchase price allocation of the assets acquired and the liabilities assumed from Seagen. The historical U.S. GAAP financial information of Pfizer and Seagen was adjusted, primarily for the following pre-tax adjustments for the year ended December 31, 2023:

•Additional amortization expense of approximately $553 million related to the fair value of identifiable intangible assets acquired.

•Additional expense related to the fair value adjustment to acquisition-date inventory estimated to have been sold of approximately $755 million.

•Additional estimated interest expense of approximately $984 million related to the debt issued by Pfizer and the commercial paper borrowings to partially finance the acquisition.

•Elimination of interest income of approximately $1.2 billion related to the debt issuance proceeds that were invested prior to the acquisition date and associated with money market funds under the assumption that a portion of these funds would have been liquidated to partially finance the acquisition.

The above adjustments were then adjusted for the applicable tax impact using an estimated weighted-average statutory tax rate applied to the applicable pro forma adjustments.

The acquisition of Seagen had no impact on Pfizer’s weighted-average shares as no shares were issued.

Divestitures

Divestiture of Early-Stage Rare Disease Gene Therapy Portfolio––On September 19, 2023, we completed an agreement with Alexion, under which Alexion purchased and licensed the assets of our early-stage rare disease gene therapy portfolio. Under the terms of the agreement, Alexion will pay us total consideration of up to $1 billion, consisting of an upfront payment of $300 million which was paid at closing and future contingent milestone payments, plus tiered royalties based on annual net sales of the assets. In connection with the closing of the transaction, Pfizer recognized a $222 million pre-tax gain in Other (income)/deductions––net (see Note 4).

Upjohn Separation and Combination with Mylan––In connection with the 2020 spin-off and the combination of the Upjohn Business with Mylan to form Viatris, Pfizer and Viatris entered into various agreements, including a separation and distribution agreement, interim operating models, including agency arrangements, MSAs, TSAs, a tax matters agreement, and an employee matters agreement, among others. The interim agency operating model arrangements primarily include billings, collections and remittance of rebates that we are performing on a transitional basis on behalf of Viatris. Under the MSAs, Pfizer or Viatris, as the case may be, manufactures, labels and packages products for the other party. The terms of the MSAs range in initial duration from four to seven years post-separation. Services under the TSAs were largely completed as of December 31, 2023. Amounts recorded under the above agreements in 2025, 2024 and 2023 were not material to our operations. Net amounts due to Viatris under the above agreements were $179 million as of December 31, 2025 and $105 million as of December 31, 2024. The cash flows associated with the above agreements are included in Net cash provided by/(used in) operating activities.

Equity-Method Investments

Haleon––Haleon, is an independent, publicly traded company listed on the London Stock Exchange that holds the joint historical consumer healthcare business of GSK and Pfizer. We owned 32% of Haleon as of December 31, 2023. In March 2024, we sold approximately 30% of our investment in Haleon through the sale of 791 million ordinary shares in a global public offering, and the sale of 102 million ordinary shares directly to Haleon, for $3.5 billion. In October 2024, we sold approximately 34% of our remaining investment in Haleon through the sale of 640 million ordinary shares in a global public offering, and the sale of 61 million ordinary shares directly to Haleon, for $3.5 billion. We recognized total gains on these sales of our Haleon shares of $945 million during 2024 in Other (income)/deductions––net (see Note 4). After the October 2024 share sale, we owned approximately 15% of the outstanding voting shares of Haleon as of December 31, 2024. We sold the remaining portion of our investment in Haleon for $6.3 billion and recognized a net loss on the sale of $144 million in the first quarter of 2025 in Other (income)/deductions––net.

Through the third quarter of 2024, we accounted for our Haleon investment under the equity method and recorded our share of earnings from Haleon on a quarterly basis on a one-quarter lag in Other (income)/deductions––net. As Haleon was a foreign investee whose reporting currency is the U.K. pound, we translated its financial statements into U.S. dollars and recognized the impact of foreign currency translation adjustments in the carrying value of our investment and in other comprehensive income. With the reduction in our Haleon ownership percentage and board representation after the October 2024 sale, we no longer had the ability to exercise significant influence over the operating and financial policies of Haleon. As a result, we discontinued the application of the equity method to our Haleon investment, and began to account for the investment as an equity security with a readily determinable fair value, which was carried at fair value, with changes in fair value reported in Other (income)/deductions––net, until its disposition in the first quarter of 2025. See Note 4.


The following table summarizes the change in the carrying value of our investment in Haleon while subject to the equity method during 2024:
(MILLIONS)	2024
Beginning carrying value reported in Equity-method investments	$	11,451
Carrying value of shares sold	(6,113)
Dividends	(212)
Currency translation adjustments and other(a)	341
Basis difference adjustments and amortization(b), (c)	(91)
Pfizer share of Haleon investee capital transaction(b), (d)	(44)
Pfizer share of Haleon earnings(b)	224
Reclassification of accumulated other comprehensive income balances in Equity-method investments(e)	(143)
Transfer of carrying value to Short-term investments(f)	(5,411)
Ending carrying value	$	—

(a)See Note 6.

(b)Included in Other (income)/deductions––net.

(c)Adjustments include (i) the impact of Haleon’s brand divestitures and impairments of intangible assets and (ii) changes in Haleon’s tax rates on intangible asset-related deferred tax liabilities.

(d)Includes (i) a decrease of $91 million recorded in the second quarter of 2024 for Pfizer’s share of an investee capital transaction recognized by Haleon for treasury stock Haleon purchased in the first quarter of 2024 and (ii) an increase of $46 million recorded in the third quarter of 2024 for the impact of the reduction in Pfizer’s ownership from approximately 32% to approximately 23% as applied to dividends with a record date in the first quarter of 2024, which were recognized in Haleon’s second quarter 2024 financial statements.

(e)Activity primarily represents foreign currency translation balances in accumulated other comprehensive income related to the equity-method investment in Haleon that were reclassified into equity-method investments upon our loss of significant influence over Haleon and our discontinuance of the equity method for the Haleon investment.

(f)The final carrying value of our equity-method investment in Haleon was reclassified to Short-term investments and was accounted for as an equity investment with a readily determinable fair value, until its disposition in the first quarter of 2025.

Investment in ViiV––In 2009, we and GSK created ViiV, which is focused on research, development and commercialization of human immunodeficiency virus (HIV) medicines. We own approximately 11.7% of ViiV, and prior to 2016 we accounted for our investment under the equity method due to the significant influence that we have over the operations of ViiV through our board representation and minority veto rights. We suspended application of the equity method to our investment in ViiV in 2016 when the carrying value of our investment was

reduced to zero due to the recognition of cumulative equity-method losses and dividends, and therefore we no longer record our proportionate share of ViiV’s net income (loss) in our results of operations. Since 2016, we have recognized dividends from ViiV as income in Other (income)/deductions––net when earned, including dividends of $265 million in 2025, $272 million in 2024 and $265 million in 2023 (see
Note 4).


Summarized financial information for our equity-method investee, ViiV, as of December 31, 2025 and 2024 and for the years ending December 31, 2025, 2024, and 2023 is as follows:
	As of December 31,
(MILLIONS)	2025		2024
Current assets	$	4,991	$	4,338
Noncurrent assets	3,297		3,223
Total assets	$	8,288	$	7,561

Current liabilities	$	4,714	$	4,280
Noncurrent liabilities	5,735		6,205
Total liabilities	$	10,449	$	10,485

Total net equity/(deficit) attributable to shareholders	$	(2,161)	$	(2,924)


	Year Ended December 31,
(MILLIONS)	2025		2024		2023
Net sales	$	9,824	$	8,971	$	7,845
Cost of sales	(1,637)		(1,360)		(1,060)
Gross profit	$	8,187	$	7,611	$	6,785
Income from continuing operations	4,277		3,062		3,090
Net income	4,277		3,062		3,090
Income attributable to shareholders	4,277		3,062		3,090

Collaborative Arrangements

We enter into collaborative arrangements with respect to in-line medicines, as well as medicines in development that require completion of research and regulatory approval. Collaborative arrangements are contractual agreements with third parties that involve a joint operating activity, typically a research and/or commercialization effort, where both we and our partner are active participants in the activity and are exposed to the significant risks and rewards of the activity. Our rights and obligations under our collaborative arrangements vary. For example, we have agreements to co-promote pharmaceutical products discovered by us or other companies, and we have agreements where we partner to co-develop and/or participate together in commercializing, marketing, promoting, manufacturing and/or distributing a drug product or vaccine.

Summarized Financial Information for Collaborative Arrangements


The following provides the amounts and classification of payments (income/(expense)) between us and our collaboration partners:
	Year Ended December 31,
(MILLIONS)	2025		2024		2023
Product revenues(a)	$	150	$	175	$	212
Alliance revenues(b)	9,266		8,388		7,582
Royalty revenues(c)	1,130		923		605
Total revenues from collaborative arrangements	$	10,546	$	9,486	$	8,400
Cost of sales(d)	$	(2,181)	$	(2,901)	$	(4,277)
Selling, informational and administrative expenses(e)	(324)		(335)		(267)
Research and development expenses(f)	145		282		219

(a)Represents sales to our partners of products manufactured by us.

(b)Substantially all relates to amounts earned from our partners under co-promotion agreements.

(c)Primarily relates to royalties from our collaboration partners.

(d)Primarily relates to amounts paid to collaboration partners for their share of net sales or profits earned in collaboration arrangements where we are the principal in the transaction, and cost of sales for inventory purchased from our partners.

(e)Represents net reimbursements to our partners for SI&A expenses incurred.

(f)Represents net reimbursements from our partners for R&D expenses incurred.

The amounts outlined in the above table do not include transactions with third parties other than our collaboration partners, or other costs for the products under the collaborative arrangements.

Research and Development Arrangements

Research and Development Funding Arrangement with Abingworth––In September 2025, we entered into an arrangement with Abingworth under which we will receive up to a total of $200 million in 2025 through 2027 to co-fund our quarterly development costs for specified

treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2025 was $54 million. If successful, upon regulatory approval in the U.S. for the indication based on the applicable clinical trial, Abingworth will be eligible to receive an approval-based fixed milestone payment of up to $120 million payable to Abingworth over a period of approximately eighteen months. Following potential regulatory approval, Abingworth will be eligible to receive a combination of fixed milestone payments of up to $280 million in total based on achievement of certain levels of cumulative applicable net sales and payable to Abingworth over a period of approximately one year, as well as royalties based on mid-single digit percentage of the applicable net sales.

Research and Development Funding Arrangement with Blackstone––In March 2025, we entered into an arrangement with Blackstone under which we will receive up to a total of $326 million in 2025 through 2028 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2025 was $102 million. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $277 million payable to Blackstone over a period of one to three years. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $897 million in total based on achievement of certain levels of cumulative applicable net sales and payable to Blackstone over a period of five to seven years.

For both of the above arrangements, the net present value of the approval-based milestone payments and sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Accretion of interest on the liabilities will be recognized as interest expense in Other (income)/deductions––net.

Research and Development Funding Arrangement with Blackstone––In April 2023, we entered into an arrangement with Blackstone under which we will receive up to a total of $550 million in 2023 through 2026 to co-fund our quarterly development costs for specified treatments. As there is substantive transfer of risk to the financial partner, the development funding is recognized by us as an obligation to perform contractual services. We are recognizing the funding as a reduction of Research and development expenses using an attribution model over the period of the related expenses. The reduction to Research and development expenses in 2025, 2024 and 2023 was $57 million, $135 million and $175 million, respectively. If successful, upon regulatory approval in the U.S. or certain major markets in the EU for the indications based on the applicable clinical trials, Blackstone will be eligible to receive approval-based fixed milestone payments of up to $468 million contingent upon the successful results of the clinical trials. Fixed milestone payments due upon approval will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product. Following potential regulatory approval, Blackstone will be eligible to receive a combination of fixed milestone payments of up to $550 million in total based on achievement of certain levels of cumulative applicable net sales, as well as royalties based on a mid-to-high single digit percentage of the applicable net sales. Fixed sales-based milestone payments will be recorded as intangible assets and amortized to Amortization of intangible assets over the shorter of the term of the agreement or estimated commercial life of the product, and royalties on net sales will be recorded as Cost of sales when incurred.

In-Licensing Arrangements

In-Licensing Arrangement with YaoPharma––In December 2025, we entered into an exclusive global collaboration and in-license agreement with YaoPharma, a leading innovation-driven global healthcare company, for the development, manufacturing and commercialization of YP05002, a small molecule glucagon-like peptide 1 (GLP-1) receptor agonist currently in Phase 1 development for chronic weight management. Under the terms of the agreement, YaoPharma will complete an ongoing YP05002 Phase 1 clinical trial and grants Pfizer an exclusive license to further develop, manufacture and commercialize YP05002 worldwide. YaoPharma received an upfront payment of $150 million and is eligible to receive milestone payments associated with certain development, regulatory and commercial milestones up to $1.935 billion, as well as tiered royalties on sales, if approved.

In-Licensing Arrangement with 3SBio––In July 2025, we completed an exclusive global, ex-China, in-licensing agreement with 3SBio, a leading Chinese biopharmaceutical company, for the development, manufacturing and commercialization of SSGJ-707/PF-08634404, a bispecific antibody targeting PD-1 and vascular endothelial growth factor, currently undergoing several clinical trials in China. Under the terms of the agreement, 3SBio received an upfront payment of $1.25 billion and is eligible to receive milestone payments associated with certain development, regulatory and commercial milestones up to $4.8 billion as well as tiered double-digit royalties on sales of SSGJ-707/PF-08634404, if approved. Additionally, the agreement provides Pfizer the option to extend the license to include exclusive development and commercialization rights to SSGJ-707/PF-08634404 in China. In exchange for the option to the exclusive rights in China, we made an upfront payment to 3SBio of $100 million and, in the event the option is exercised, we would pay an option exercise fee of up to $50 million depending on future events. In connection with this transaction, we recorded a $1.35 billion charge in the third quarter of 2025 in Acquired in-process research and development expenses and presented it as a cash outflow from operating activities. We also made a $100 million equity investment in 3SBio.