Novartis (NYSE: NVS) files Form 6-K on multi-tranche USD notes

Rhea-AI Filing Summary

Novartis AG filed a Form 6-K to incorporate documents related to a large multi-tranche U.S. dollar notes issuance by Novartis Capital Corporation into its existing Form F-3 shelf registration.

The filing covers a $500,000,000 Floating Rate Notes issue due 2029 and six series of fixed-rate notes: $1,250,000,000 of 4.100% Notes due 2029, $1,750,000,000 of 4.400% Notes due 2031, $2,000,000,000 of 4.600% Notes due 2033, $2,250,000,000 of 4.900% Notes due 2036, $1,000,000,000 of 5.600% Notes due 2046, and $2,250,000,000 of 5.700% Notes due 2056.

The exhibits include the terms agreement with a syndicate of underwriters, forms of guaranteed debt securities for each series, an officer’s certificate, and legal opinions and consents from U.S. and Swiss counsel.

Insights

Capital structure analyst

Novartis documents a sizable, multi-maturity U.S. dollar notes issuance.

The content describes several fixed- and floating-rate notes issued through Novartis Capital Corporation, all guaranteed debt securities of Novartis AG. Maturities range from 2029 to 2056, with coupons from 4.100% to 5.700%.

This structure spreads refinancing across multiple future dates and interest rate levels, but the filing does not discuss use of proceeds, covenants, or comparative funding costs. It primarily formalizes terms and legal opinions by incorporating them into the existing Form F-3 registration framework.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated March 18, 2026
(Commission File No. 1-15024)

Novartis AG

(Name of Registrant)

Lichtstrasse 35

4056 Basel
Switzerland

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F: x Form 40-F: ¨

EXPLANATORY NOTE

In connection with the issuance by Novartis Capital Corporation of $500,000,000 aggregate principal amount of Floating Rate Notes due 2029 (the “Floating Rate Notes”), $1,250,000,000 aggregate principal amount of 4.100% Notes due 2029 (the “2029 Notes”), $1,750,000,000 aggregate principal amount of 4.400% Notes due 2031 (the “2031 Notes”), $2,000,000,000 aggregate principal amount of 4.600% Notes due 2033 (the “2033 Notes”), $2,250,000,000 aggregate principal amount of 4.900% Notes due 2036 (the “2036 Notes”), $1,000,000,000 aggregate principal amount of 5.600% Notes due 2046 (the “2046 Notes”) and $2,250,000,000 aggregate principal amount of 5.700% due 2056 (the “2056 Notes”), Novartis AG is filing the following documents solely for incorporation into the Registration Statement on Form F-3 (File Nos. 333-282133 and 333-282133-01).

Exhibits:

1.1	Terms Agreement, dated March 16, 2026, among Novartis AG, Novartis Capital Corporation and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein
4.1	Form of Guaranteed Debt Security for the Floating Rate Notes
4.2	Form of Guaranteed Debt Security for the 2029 Notes
4.3	Form of Guaranteed Debt Security for the 2031 Notes
4.4	Form of Guaranteed Debt Security for the 2033 Notes
4.5	Form of Guaranteed Debt Security for the 2036 Notes
4.6	Form of Guaranteed Debt Security for the 2046 Notes
4.7	Form of Guaranteed Debt Security for the 2056 Notes
4.8	Officer’s Certificate of Novartis Capital Corporation
5.1	Opinion of Davis Polk & Wardwell LLP, special U.S. counsel to Novartis AG and Novartis Capital Corporation
5.2	Opinion of Advestra AG, special Swiss counsel to Novartis AG
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.2	Consent of Advestra AG (included in Exhibit 5.2)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  March 18, 2026	Novartis AG
	By:	/s/ Daniel Weiss
		Name:	Daniel Weiss
		Title:	Authorized Signatory

FAQ

What is Novartis (NVS) reporting in this March 2026 Form 6-K?

Novartis reports the documentation for a multi-tranche notes issuance. The Form 6-K incorporates terms, forms of guaranteed debt securities, an officer’s certificate, and legal opinions for several U.S. dollar notes into Novartis’s existing Form F-3 shelf registration.

Which debt securities are described in Novartis (NVS) March 2026 filing?

The filing covers seven U.S. dollar note series. These include $500,000,000 Floating Rate Notes due 2029 and fixed-rate notes with coupons from 4.100% to 5.700%, maturing in 2029, 2031, 2033, 2036, 2046, and 2056, all guaranteed by Novartis AG.

Who issued the notes described in the Novartis (NVS) Form 6-K?

The notes were issued by Novartis Capital Corporation. Novartis AG serves as guarantor for each series. The Form 6-K links the related agreements, security forms, and legal opinions into the existing Form F-3 registration framework maintained by Novartis.

What key exhibits are included in the Novartis (NVS) Form 6-K?

Key exhibits include a terms agreement and security forms. The filing lists the terms agreement with the underwriters, forms of guaranteed debt securities for each note series, an officer’s certificate, and U.S. and Swiss legal opinions with their associated consents.

Who are the underwriters for the Novartis (NVS) notes transaction?

The transaction involves a syndicate of major banks. The terms agreement lists BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC as representatives of the several underwriters named therein.

What is the longest-dated note in the Novartis (NVS) issuance described?

The longest-dated series matures in 2056. The filing describes $2,250,000,000 aggregate principal amount of 5.700% Notes due 2056, alongside several shorter-dated fixed-rate notes and a floating rate tranche due 2029.

Filing Exhibits & Attachments

11 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 260.3 KB
• EX-4.1 EXHIBIT 4.1 96.5 KB
• EX-4.2 EXHIBIT 4.2 69.6 KB
• EX-4.3 EXHIBIT 4.3 69.9 KB
• EX-4.4 EXHIBIT 4.4 69.9 KB
• EX-4.5 EXHIBIT 4.5 71.8 KB
• EX-4.6 EXHIBIT 4.6 71.2 KB
• EX-4.7 EXHIBIT 4.7 69.7 KB
• EX-4.8 EXHIBIT 4.8 29.9 KB
• EX-5.1 EXHIBIT 5.1 13.3 KB
• EX-5.2 EXHIBIT 5.2 50.8 KB