Novartis SEC Filings

An affiliate of the issuer has filed a notice of proposed sale covering 7500 American Depositary Shares, to be sold through Fidelity Brokerage Services LLC on the NYSE, with an approximate sale date of 02/09/2026 and an aggregate market value of 1171575.75.

The securities relate to a larger base of 1908151679 shares outstanding. The 7500 shares were acquired on 01/29/2026 via restricted stock vesting from the issuer as compensation, and this notice confirms the holder’s representation that they are not aware of undisclosed material adverse information about the issuer.

Novartis furnished a report on Form 6-K that provides investors with access to its latest annual information. The filing submits the Novartis Annual Report 2025 and the Report on Nonfinancial Matters 2025 as exhibits, making these documents officially available under U.S. securities law for foreign private issuers.

Novartis reported solid 2025 results with higher sales, profits and cash generation. Full‑year net sales reached USD 54.5 billion, up 8% at constant currencies, driven by strong volume growth partly offset by generic competition and pricing pressure.

Profitability improved meaningfully. Operating income rose to USD 17.6 billion (up 21%), while core operating income increased to USD 21.9 billion, lifting the core margin to 40.1% of net sales. Free cash flow was USD 17.6 billion, up 8%.

Key growth brands such as Kisqali, Kesimpta, Pluvicto, Cosentyx and Scemblix delivered strong double‑digit growth, and the pipeline advanced with new approvals and positive Phase III results in oncology, immunology and rare diseases. The Board proposes a dividend of CHF 3.70 per share, a 5.7% increase, and continued large share repurchases reduced shares outstanding by 66.9 million, contributing to a 22% rise in EPS to USD 7.21.

Novartis AG files its Form 20-F annual report describing its global pharmaceuticals business, 2025 performance context, and extensive risk profile. The company reports using IFRS in US dollars and had 1 908 151 679 ordinary shares outstanding as of year-end.

The report highlights strategic risks from global pricing and reimbursement pressure, including US measures such as the Inflation Reduction Act and “maximum fair price” agreements, and notes the loss of US exclusivity for Entresto in July 2025. It stresses dependence on successful R&D, protection of intellectual property, and competitive product launches.

Novartis discusses recent acquisitions (including Anthos Therapeutics, Regulus Therapeutics and Tourmaline Bio) and integration risks, as well as challenges in implementing AI, major IT programs, and managing cybersecurity, data privacy and complex supply chains. The company discloses USD 27.9 billion of non-current financial debt and USD 5.6 billion of current financial debt, and outlines exposure to geopolitical, macroeconomic, climate, tax and regulatory changes.

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 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.