Novartis SEC Filings

Novartis AG updated its medium-term outlook, projecting a 5-6% constant-currency sales CAGR for 2025-2030, supported by strong existing products and a broad pipeline. Peak sales guidance was raised for key cancer drugs, with Kisqali lifted from USD 8 billion+ to USD 10 billion+ and Scemblix from USD 3 billion+ to USD 4 billion+.

The company now counts eight de‑risked, in‑market assets each targeting USD 3-10 billion in peak sales and expects 15+ potentially submission‑enabling clinical readouts over the next two years. Novartis reported a core operating income margin of 41.2% for the first nine months of 2025 and aims to sustain 40%+ margins by 2029 while absorbing dilution from its planned acquisition of Avidity Biosciences, which is expected to close in the first half of 2026, subject to conditions.

Novartis AG filed a Form 6-K reporting the issuance by Novartis Capital Corporation of multiple U.S. dollar notes, with related documents incorporated into an existing Form F-3. The tranches include: $800,000,000 Floating Rate Notes due 2028, $700,000,000 3.900% Notes due 2028, $1,750,000,000 4.100% Notes due 2030, $925,000,000 4.300% Notes due 2032, $925,000,000 4.600% Notes due 2035, $350,000,000 5.200% Notes due 2045, and $550,000,000 5.300% Notes due 2055.

The filing lists the terms agreement, forms of guaranteed debt securities, an officer’s certificate, and legal opinions to support the issuance and their inclusion in the shelf registration.

Novartis Capital Corporation, fully guaranteed by Novartis AG, launched a multi‑tranche U.S. dollar notes offering. The deal includes $800,000,000 floating‑rate notes due November 5, 2028, plus fixed‑rate tranches of $700,000,000 at 3.900% due 2028, $1,750,000,000 at 4.100% due 2030, $925,000,000 at 4.300% due 2032, $925,000,000 at 4.600% due 2035, $350,000,000 at 5.200% due 2045, and $550,000,000 at 5.300% due 2055.

The floating‑rate notes pay Compounded SOFR plus 0.52% with quarterly payments starting February 5, 2026; fixed‑rate tranches pay semiannually each May 5 and November 5, commencing May 5, 2026. The notes are senior unsecured, pari passu with the issuer’s other senior debt, and the guarantees rank equally with Novartis AG’s other senior unsecured obligations.

Estimated net proceeds are about $5,959.3 million, intended for general corporate purposes outside Switzerland, including refinancing of existing long‑ and short‑term debt. Fixed‑rate notes may be redeemed at the issuer’s option as described, and all series include tax‑related redemption provisions. The notes will not be listed, and settlement via DTC, Clearstream, and Euroclear is expected on or about November 5, 2025.

Novartis Capital Corporation launched a preliminary prospectus supplement under its shelf registration to offer senior unsecured notes across multiple tranches, including a floating‑rate series using Compounded SOFR and fixed‑rate series maturing from 2028 to 2055. The notes will be fully and unconditionally guaranteed by Novartis AG and issued in book‑entry form through DTC, with access via Clearstream and Euroclear. There is no sinking fund.

Novartis may redeem the fixed‑rate notes at its option as described, and both the fixed and floating tranches may be redeemed for certain tax reasons. The notes will not be listed, and an active trading market may not develop. Key risks noted include potential price volatility with interest rates and credit ratings, structural subordination to subsidiary liabilities, effective subordination to any future secured debt, and SOFR‑related benchmark risks for the floating‑rate tranche. Net proceeds will be used for general corporate purposes outside Switzerland, including refinancing existing indebtedness.

Novartis filed definitive additional proxy materials regarding its proposed acquisition of Avidity Biosciences (RNA), outlining strategic rationale and next steps. CEO Vasant Narasimhan highlighted Avidity’s antibody-oligonucleotide conjugate platform, which pairs monoclonal antibodies with siRNA or antisense oligonucleotides to target tissues beyond the liver, with a focus on muscle for neuromuscular diseases.

The materials describe plans tied to Avidity’s programs in myotonic dystrophy (DM1), facioscapulohumeral muscular dystrophy (FSHD) and Duchenne muscular dystrophy (DMD). Novartis stated it raised guidance to 6% sales growth over the next five years and expects a core margin of 40%+ in 2029, and noted more investment given the potential acquisition. Avidity will file a preliminary and definitive proxy for a special meeting related to the Transactions, which also contemplate a spin-off or sale of SpinCo and a merger. The filing includes customary cautionary and solicitation disclosures.

Novartis AG filed an initial beneficial ownership report (Form 3) for Tourmaline Bio, Inc. (TRML). The filing lists 24,030,382 shares of common stock beneficially owned on an indirect basis, with the shares held by Torino Merger Sub Inc., an indirect wholly owned subsidiary. The event date is 10/28/2025. No derivative securities were reported.

Tourmaline Bio (TRML): Tender offer completed; merger closed

Novartis’ indirect subsidiary Torino Merger Sub completed its cash tender offer for Tourmaline Bio at $48.00 per share after 24,030,382 shares were validly tendered and not withdrawn, representing approximately 92.94% of outstanding shares at expiration. All conditions, including the Minimum Condition, were satisfied, and all tendered shares were accepted for payment.

On October 28, 2025, a merger under Section 251(h) of the DGCL was effected without a stockholder meeting or vote, completing the acquisition. TRML shares were delisted and ceased trading on Nasdaq prior to the October 28 open. Novartis intends to terminate TRML’s Exchange Act registration and suspend reporting obligations as promptly as practicable.

Novartis AG filed a DFAN14A featuring an employee letter about its proposed acquisition of Avidity Biosciences (RNA) and a related spin-off or sale of SpinCo. The message highlights Avidity’s RNA therapeutics platform and late-stage programs in DM1, FSHD, and DMD, and notes that both companies will operate separately until closing.

Avidity will deliver a definitive proxy statement and proxy card to stockholders in advance of a special meeting to consider the transactions. The communication includes extensive forward‑looking statements and emphasizes conditions such as regulatory approvals and Avidity stockholder approval. It also outlines potential risks, including disruption from the transactions, execution of the SpinCo separation, competing proposals, and possible stockholder litigation.