Novo-Nordisk A/S SEC Filings

Novo Nordisk A/S held an Extraordinary General Meeting on 14 November 2025 to refresh its Board of Directors. Helge Lund, Henrik Poulsen and five other members stepped down. Shareholders elected Lars Rebien Sørensen as chair and Cees de Jong as vice chair, with Britt Meelby Jensen and Stephan Engels joining as members.

All elections run until the next Annual General Meeting on 26 March 2026. Following the meeting, committee roles were set: Sørensen will chair the People and Governance Committee; de Jong will chair the Remuneration Committee and serve on Audit; Engels will chair Audit and sit on Remuneration and People and Governance; and Kasim Kutay will chair the Research & Development Committee.

Novo Nordisk A/S announced that Mikael Dolsten will not seek election to its Board at the extraordinary general meeting on 14 November 2025. Dolsten, formerly Head of R&D at Pfizer, withdrew his candidacy as member and observer due to recent personal circumstances unrelated to Novo Nordisk or the Novo Nordisk Foundation.

The Novo Nordisk Foundation and Novo Holdings A/S will not propose a replacement at the meeting. Instead, they intend for the incoming Board to nominate two additional candidates, alongside the already nominated Helena Saxon, for election at the Annual General Meeting on 26 March 2026. Other candidates for the 14 November 2025 meeting remain as previously announced.

Novo Nordisk A/S reported insider dealings under Article 19 of the EU Market Abuse Regulation. The company disclosed transactions by David Moore, Executive Vice President, US Operations, in Novo Nordisk B shares.

On 2025-11-10, Moore completed two transactions: an acquisition of 18,634 shares at DKK 0.00 as part of a recruitment package (outside a trading venue), and a sale of 8,160 shares at DKK 297.95 on Nasdaq Copenhagen, for an aggregated amount of DKK 2,431,301.74. The instrument is identified as Novo Nordisk B (ISIN DK0062498333).

These disclosures are routine for board members and executives and are reported to enhance transparency around trading by persons discharging managerial responsibilities and their associated persons.

Novo Nordisk announced an agreement with the U.S. Administration to lower prices for semaglutide medicines, including Wegovy and Ozempic, and expand access in the U.S. starting in 2026. Coverage for anti-obesity medicines will be enabled in Medicare Part D through a pilot program designed to cover a majority of Part D beneficiaries. Prices will also be lowered in Medicaid and in the direct-to-patient cash channel, and the company is expected to receive a three-year tariff exemption.

Novo Nordisk currently expects an estimated direct, negative low single-digit impact on global sales growth in 2026. The company plans to provide its 2026 financial outlook alongside full-year 2025 results on 4 February 2026. Following this announcement, Novo Nordisk and the U.S. Administration will finalize the agreement’s details.

Novo Nordisk (NVO) announced an unsolicited proposal to acquire Metsera, Inc. The offer includes cash consideration of 56.50 USD per share, equal to an approximate aggregated equity value of 6.5 billion USD (approximate enterprise value of 6.0 billion USD), plus contingent value rights (CVRs) of up to 21.25 USD per share (an approximate aggregated value of up to 2.5 billion USD) tied to clinical and regulatory milestones.

The cash consideration would be paid at signing in exchange for non‑voting preferred stock representing 50% of Metsera’s share capital, and the CVRs would be issued at closing in exchange for the remaining shares. Novo Nordisk states that Metsera’s early and development‑stage incretin and non‑incretin peptide programs are complementary to its strategy in obesity and diabetes. The proposal is subject to review by Metsera’s board.

Novo Nordisk A/S called a fully electronic Extraordinary General Meeting to elect new members to the Board of Directors. The meeting will be held on 14 November 2025 at 14:00 CET.

The agenda proposes electing Lars Rebien Sørensen as Chair, Cees de Jong as Vice Chair, and Britt Meelby Jensen, Mikael Dolsten and Stephan Engels as board members, with Kasim Kutay continuing. Several current directors will not stand for election. All proposals may be adopted by a simple majority of votes.

Record date for participation and voting rights is 7 November 2025 at 23:59 CET. Registration and proxy deadlines are 10 November 2025 at 23:59 CET, and votes by correspondence must be received by 13 November 2025 at 09:00 CET. The Company’s share capital is DKK 446,500,000, split into A shares DKK 107,487,200 (10 votes per DKK 0.01) and B shares DKK 339,012,800 (1 vote per DKK 0.01).

Novo Nordisk A/S will convene an Extraordinary General Meeting to elect new members of the Board of Directors on 14 November 2025. The decision follows dialogue with the Novo Nordisk Foundation about board composition; the Foundation holds the majority of votes. The Board concluded that electing new members via an EGM is in the best interest of the company and shareholders to provide clarity on future governance.

Chair Helge Lund, Vice Chair Henrik Poulsen, and independent directors Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Christina Law and Martin Mackay will not stand for election at the EGM. Kasim Kutay (not independent) and employee‑elected members Elisabeth Dahl Christensen, Liselotte Hyveled, Mette Bøjer Jensen and Thomas Rantzau will remain on the Board.

Novo Nordisk will host an investor conference call at 15:00 CEST on 21 October 2025, with a dial‑in link available on the company’s investor website.

Novo Nordisk is implementing a global transformation to speed decision-making and redirect resources toward diabetes and obesity growth opportunities. The company intends to reduce about 9,000 roles of its ~78,400 positions (approximately 5,000 of those in Denmark) and expects to deliver DKK 8 billion of annualised savings by the end of 2026. Management will incur one-off restructuring costs of DKK 8 billion, and it updated its full-year 2025 operating profit growth outlook to 4–10% at constant exchange rates, down from the prior 10–16% outlook—about a 6 percentage point reduction versus the August outlook. The transformation is presented as a response to recent slowdown in growth and increased organisational complexity, with additional initiatives planned to improve focus, performance culture and cost efficiency.