--- title: "Amgen agrees to settle Roofers securities class action over IRS tax disclosures" url: "https://aibio.space/news/amgen-agrees-settle-roofers-securities-class-action-irs-tax/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-08-05" section: "Legal" tickers: "NASDAQ:AMGN" source: "https://www.sec.gov/Archives/edgar/data/318154/000031815426000126/amgn-20260630.htm" summary: "Amgen, CEO Robert Bradway and CFO Peter Griffith agreed to settle the New York class action, subject to court approval. Derivative suits against directors" --- By the aibio.space news desk. Sources - [Amgen 10-Q for the quarter ended June 30, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/318154/000031815426000126/amgn-20260630.htm) - [Amgen 10-K for the year ended December 31, 2025, filed February 13, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/318154/000031815426000010/amgn-20251231.htm) - [Amgen 10-K for the year ended December 31, 2022, filed February 9, 2023 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/318154/000031815423000017/amgn-20221231.htm) - [Amgen 10-Q for the quarter ended March 31, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/318154/000031815426000057/amgn-20260331.htm) [AMGN](https://aibio.space/companies/amgen/) 2026-08-05 # Amgen agrees to settle Roofers securities class action over IRS tax disclosures Tickers [AMGN](https://aibio.space/companies/amgen/) Amgen, CEO Robert Bradway and CFO Peter Griffith agreed to settle the New York class action, subject to court approval. Derivative suits against directors are stayed. ## Key facts - **Company**: Amgen Inc. (NASDAQ: AMGN) - **News type**: Legal - **Primary source**: [Amgen 10-Q for the quarter ended June 30, 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/318154/000031815426000126/amgn-20260630.htm) *A city skyline seen across a river. Photo: Matt Bango, CC0, via StockSnap. The picture shows the field, not the companies named.* Amgen Inc. (Nasdaq: [AMGN](https://aibio.space/companies/amgen/)) has agreed to settle a securities class action in which shareholders allege it failed to timely disclose a potential tax liability claimed by the IRS. The company said in its [10-Q filed August 5, 2026](https://www.sec.gov/Archives/edgar/data/318154/000031815426000126/amgn-20260630.htm) that the parties reached an agreement, subject to approval by the United States District Court for the Southern District of New York. The plaintiffs filed a motion for preliminary class settlement approval on July 20, 2026. The 10-Q does not give the settlement amount. Roofers Local No. 149 Pension Fund filed the case on March 13, 2023 against Amgen, Robert Bradway and Peter Griffith, according to Amgen's [10-K filed February 13, 2026](https://www.sec.gov/Archives/edgar/data/318154/000031815426000010/amgn-20251231.htm). Neither filing gives a case number for the class action. ## The case The alleged class period runs from July 29, 2020 to April 27, 2022. The plaintiffs allege the defendants made materially false and misleading statements and omissions about the failure to timely disclose the potential tax liability the IRS claimed. They allege losses when Amgen's stock fell after that liability was disclosed. The 10-K does not list the specific claims or the relief sought. The tax dispute itself is before the U.S. Tax Court. It concerns how Amgen allocated profits between its U.S. entities and the U.S. territory of Puerto Rico. Amgen says it expects a Tax Court decision no earlier than late 2026 or early 2027. ## Defendants The class action names Amgen, Bradway and Griffith. Amgen's [10-K filed February 9, 2023](https://www.sec.gov/Archives/edgar/data/318154/000031815423000017/amgn-20221231.htm) shows Bradway as Chairman, Chief Executive Officer and President, and Griffith as Executive Vice President and Chief Financial Officer. Several derivative suits, brought on Amgen's behalf, name more people. The Martin suit (No. 1:23-cv-06754, filed August 2, 2023) and the DM Cohen suit (No. 1:25-mc-00062, filed February 12, 2025), both in the Southern District of New York, name Amgen, Bradway, Griffith and Amgen's independent board members. The Clearwater suit (No. 1:23-cv-10538, filed December 1, 2023) names the directors who sat on the board from July 29, 2020 through April 27, 2022. The Hamilton, Blackburn and Bryla suits in the Delaware Court of Chancery name Bradway, Griffith and the board members during that period, with Amgen as nominal defendant. The Sieveking and Tierney suit, filed April 2, 2025 in the Delaware District Court, also names Linda Louie. The 10-K does not name the directors who are defendants. Amgen's February 9, 2023 10-K was signed by these directors: Wanda M. Austin, Michael V. Drake, Brian J. Druker, Robert A. Eckert, Greg C. Garland, Charles M. Holley, Jr., S. Omar Ishrak, Tyler Jacks, Ellen J. Kullman, Amy E. Miles, Ronald D. Sugar and R. Sanders Williams. It also shows Louie as Vice President, Finance and Chief Accounting Officer. It was the last annual report before the first derivative suit. The list shows the board at that time, not who was sued. The 10-K says the Martin plaintiff voluntarily dismissed Drake on December 7, 2023. ## Where it stands The court denied Amgen's motion to dismiss the amended complaint on September 30, 2024. The plaintiffs moved for class certification on December 9, 2025, and Amgen filed its non-opposition on April 23, 2026, according to its [10-Q for the first quarter](https://www.sec.gov/Archives/edgar/data/318154/000031815426000057/amgn-20260331.htm). The settlement still needs the court's preliminary and final approval. The derivative suits are stayed until final judgment in the class action, according to the 10-K. The 10-Q says nothing new about them. ## Why it matters to shareholders The settlement amount and any accrual are not in the 10-Q. Amgen says that, except for amounts accrued, in the matters it describes its opponents seek an amount that cannot yet be estimated or that is not material. It also says an adverse result in one or more pending matters could have a material adverse effect on its results, financial position or cash flows. The 10-Q does not say how the settlement would affect the stayed derivative suits. The Tax Court case is separate, and the IRS has reissued a proposed adjustment for 2016 through 2018 that Amgen says could have a material impact if sustained in full. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story AMGN Amgen Inc. 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Cite as: aibio.space, "Amgen agrees to settle Roofers securities class action over IRS tax disclosures", 2026-08-05, https://aibio.space/news/amgen-agrees-settle-roofers-securities-class-action-irs-tax/