Welcome to our dedicated page for Novartis SEC filings (Ticker: NVS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Novartis AG filings document the Swiss pharmaceutical issuer’s financial results, annual reporting, R&D updates, capital structure and material events. As a foreign private issuer, Novartis furnishes Form 6-K reports that include quarterly and annual financial reports, condensed financial statements, nonfinancial reporting, product and pipeline disclosures, and regulatory developments for priority brands and clinical programs.
The filing record also covers financing activity through Novartis Capital Corporation, including terms agreements, guaranteed debt securities, officer certificates and legal opinions incorporated into registration statements. Other recurring disclosure areas include Form 20-F annual-report status, governance matters, shareholder voting matters, material agreements, operating results, risk factors and clinical or regulatory disclosures tied to the company’s global medicines portfolio.
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its cash tender offer for Tourmaline Bio at $48.00 per share after 24,030,382 shares were validly tendered and not withdrawn, representing approximately 92.94% of outstanding shares at expiration.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.
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.
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.
Novartis AG filed definitive additional proxy materials (DFAN14A) under Rule 14a-12 regarding its proposed acquisition of Avidity Biosciences (RNA), which also contemplates a spin-off or sale of a subsidiary referred to as SpinCo. The materials include social media posts and an internal email dated October 27, 2025.
Avidity intends to file a preliminary and definitive proxy statement, and its stockholders will receive a definitive proxy statement and proxy card in advance of a special meeting to vote on the Transactions. Completion remains subject to customary closing conditions, including regulatory approvals and approval of Avidity’s stockholders. The communication emphasizes that it is not an offer to sell or solicit any security and includes forward-looking statements with outlined risks.
Novartis AG filed definitive additional proxy materials (DFAN14A) under Rule 14a-12 regarding its proposed acquisition of Avidity Biosciences (RNA), which also contemplates a spin-off or sale of a subsidiary referred to as SpinCo. The materials include social media posts and an internal email dated October 27, 2025.
Avidity intends to file a preliminary and definitive proxy statement, and its stockholders will receive a definitive proxy statement and proxy card in advance of a special meeting to vote on the Transactions. Completion remains subject to customary closing conditions, including regulatory approvals and approval of Avidity’s stockholders. The communication emphasizes that it is not an offer to sell or solicit any security and includes forward-looking statements with outlined risks.
Novartis AG filed additional proxy solicitation materials related to its planned acquisition of Avidity Biosciences (RNA), alongside a proposed spin-off or sale of SpinCo. The materials note that Avidity will file a preliminary and definitive proxy statement, and that completion remains subject to customary conditions, including regulatory clearances and approval of Avidity’s stockholders.
The content includes a media report that Novartis agreed to buy Avidity for $12bn, or $72 per share, a 46% premium to the prior close, with an enterprise value of $11bn. The report also states Avidity will spin off its cardiovascular programs and that Novartis expects the deal to lift its 2024–2029 CAGR from 5% to 6% while diluting profitability by 1–2 percentage points, without changing this year’s guidance. Disclosures emphasize forward-looking risks and instruct Avidity stockholders to read the definitive proxy statement when available.
Novartis AG filed additional proxy solicitation materials related to its planned acquisition of Avidity Biosciences (RNA), alongside a proposed spin-off or sale of SpinCo. The materials note that Avidity will file a preliminary and definitive proxy statement, and that completion remains subject to customary conditions, including regulatory clearances and approval of Avidity’s stockholders.
The content includes a media report that Novartis agreed to buy Avidity for $12bn, or $72 per share, a 46% premium to the prior close, with an enterprise value of $11bn. The report also states Avidity will spin off its cardiovascular programs and that Novartis expects the deal to lift its 2024–2029 CAGR from 5% to 6% while diluting profitability by 1–2 percentage points, without changing this year’s guidance. Disclosures emphasize forward-looking risks and instruct Avidity stockholders to read the definitive proxy statement when available.
Novartis AG agreed to acquire Avidity Biosciences for USD 72.00 per share in cash, valuing Avidity at approximately USD 12bn on a fully diluted basis and implying an enterprise value of about USD 11bn. The deal, unanimously approved by both boards, is expected to close in H1 2026, subject to completion of a SpinCo separation, regulatory approvals and Avidity stockholder approval.
The transaction adds three late-stage programs in neuromuscular diseases—DM1, FSHD and DMD—and Avidity’s muscle-directed AOC platform to Novartis’ neuroscience pipeline. Novartis states the acquisition raises its expected 2024–2029 sales CAGR from +5% to +6% and targets planned product launches before 2030. Prior to closing, Avidity will separate its early-stage precision cardiology programs into “SpinCo.” Avidity stockholders will receive one SpinCo share for every ten Avidity shares and/or a pro rata cash distribution if SpinCo or its assets are sold before closing.
The purchase price reflects a 46% premium to Avidity’s October 24, 2025 closing price. Until completion, both companies will operate independently.
Novartis’ tender offer for Tourmaline Bio advances as its subsidiary Torino Merger Sub updates terms and regulatory status. The offer seeks to purchase all outstanding shares of Tourmaline Bio at $48.00 per share in cash, without interest and subject to applicable withholding taxes, on the terms set out in the Offer to Purchase and Letter of Transmittal.
Novartis and Tourmaline filed their Premerger Notification and Report Forms on October 6, 2025, and the HSR Act waiting period expired on October 21, 2025 at 11:59 p.m. ET, satisfying the antitrust condition to the offer. The offer remains subject to the other conditions described in Section 15 — Conditions to the Offer. An exhibit was added for a Novartis press release dated October 22, 2025.
Novartis’ tender offer for Tourmaline Bio advances as its subsidiary Torino Merger Sub updates terms and regulatory status. The offer seeks to purchase all outstanding shares of Tourmaline Bio at $48.00 per share in cash, without interest and subject to applicable withholding taxes, on the terms set out in the Offer to Purchase and Letter of Transmittal.
Novartis and Tourmaline filed their Premerger Notification and Report Forms on October 6, 2025, and the HSR Act waiting period expired on October 21, 2025 at 11:59 p.m. ET, satisfying the antitrust condition to the offer. The offer remains subject to the other conditions described in Section 15 — Conditions to the Offer. An exhibit was added for a Novartis press release dated October 22, 2025.
Novartis announced FDA approval of Rhapsido (regibrutinib) as the first oral Brutons tyrosine kinase inhibitor (BTKi) for adult patients with chronic spontaneous urticaria (CSU) who remain symptomatic despite H1 antihistamine treatment. Rhapsido is taken twice daily, requires no injections or laboratory monitoring, and demonstrated onset of well-controlled disease (UAS7 ) as early as Week 2 and at Week 12, with about one-third of patients achieving complete absence of itch and hives at Week 12.
The prescribing information reports a safety profile that does not require lab monitoring; the most common adverse events (>=3%) were nasal congestion, nasopharyngitis, bleeding, headache, nausea, and abdominal pain. Novartis notes remibrutinib is also in development for chronic inducible urticaria, food allergy, and hidradenitis suppurativa.