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| CIK | 1114448 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Novartis AG
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| April 28, 2026 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 28, 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 |
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| April 28, 2026 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com https://x.com/novartisnews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis delivered strong growth in priority brands and launches in Q1; FY 2026 guidance reaffirmed Ad hoc announcement pursuant to Art. 53 LR First quarter · Net sales declined -5% (cc1, -1% USD), as growth drivers were more than offset by US generic erosion |
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| April 28, 2026 |
Novartis First Quarter 2026 Condensed Interim Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 9 INNOVATION REVIEW 12 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 14 Consolidated statements of comprehensive income 15 Consolidated balance sheets 16 Consolidated statements of changes in equity 17 Consoli |
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| March 18, 2026 |
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 whet |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.4 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.5 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.1 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.7 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.6 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 18, 2026 |
NOVARTIS CAPITAL CORPORATION Officer’s Certificate Exhibit 4.8 NOVARTIS CAPITAL CORPORATION Officer’s Certificate I, Eduard Marti, being President and Treasurer of Novartis Capital Corporation (the Company), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on March 12, 2026, hereby determine as follows that: 1. The initial issuances of the series of guaranteed debt securities enti |
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| March 18, 2026 |
Exhibit 1.1 Terms Agreement BNP Paribas Securities Corp. 787 Seventh Avenue New York, NY 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Deutsche Bank Securities Inc. 1 Columbus Circle New York, NY 10019 J.P. Morgan Securities LLC 270 Park Avenue New York, NY 10017 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 As Representatives of the several |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.3 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 18, 2026 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.2 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| March 17, 2026 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-282133 Prospectus Supplement (to Prospectus dated September 16, 2024) Novartis Capital Corporation $500,000,000 Floating rate notes due March 16, 2029 Issue price: 100.000% $1,250,000,000 4.100% Notes due March 16, 2029 Issue price: 99.883% $1,750,000,000 4.400% Notes due March 18, 2031 Issue price: 99.960% $2,000,000,000 4. |
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| March 17, 2026 |
Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Floating Rate Notes due 2029 457(r) 500,000,000 $ 500,000,000. |
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| March 17, 2026 |
Filed Pursuant to Rule 433 Registration Nos. 333-282133 and 333-282133-01 March 16, 2026 PRICING TERM SHEET Novartis Capital Corporation 4.100% Notes due 2029 4.400% Notes due 2031 4.600% Notes due 2033 4.900% Notes due 2036 5.600% Notes due 2046 5.700% Notes due 2056 Floating Rate Notes due 2029 Fully and unconditionally guaranteed by Novartis AG 4.100% Notes due 2029 (the “2029 Notes”): Issuer: |
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| March 17, 2026 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-282133 Prospectus Supplement (to Prospectus dated September 16, 2024) Novartis Capital Corporation $500,000,000 Floating rate notes due March 16, 2029 Issue price: 100.000% $1,250,000,000 4.100% Notes due March 16, 2029 Issue price: 99.883% $1,750,000,000 4.400% Notes due March 18, 2031 Issue price: 99.960% $2,000,000,000 4. |
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| March 17, 2026 |
Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Floating Rate Notes due 2029 457(r) 500,000,000 $ 500,000,000. |
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| March 16, 2026 |
Subject to Completion Preliminary Prospectus Supplement dated March 16, 2026 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| March 16, 2026 |
Subject to Completion Preliminary Prospectus Supplement dated March 16, 2026 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| February 4, 2026 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated February 4, 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 wheth |
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| February 4, 2026 |
Exhibit 4.3 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2025 AMONG NOVARTIS AG, AJAX ACQUISITION SUB, INC. AND AVIDITY BIOSCIENCES, INC., Table of Contents ARTICLE 1 DEFINITIONS; INTERPRETATION 2 SECTION 1.1. Definitions 2 SECTION 1.2. Interpretation 19 ARTICLE 2 THE MERGER 20 SECTION 2.1. The Merger 20 SECTION 2.2. Effects of the Merger 20 SECTION 2.3. Closing 20 SECTION 2.4. Effective T |
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| February 4, 2026 |
As filed with the Securities and Exchange Commission on February 4, 2026 As filed with the Securities and Exchange Commission on February 4, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| February 4, 2026 |
Exhibit 12.1 CERTIFICATION I, Vasant Narasimhan, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| February 4, 2026 |
Exhibit 13.2 CERTIFICATION OF HARRY KIRSCH, CHIEF FINANCIAL OFFICER OF NOVARTIS AG PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation (the “C |
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| February 4, 2026 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com https://x.com/NovartisNews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis delivered high single-digit sales growth, achieved 40% core margin and further advanced the pipeline in 2025 Ad hoc announcement pursuant to Art. 53 LR Full year • Net sales grew +8% (cc1, +8% USD) with core operating income1 up +14% (cc, +12% USD) o |
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| February 4, 2026 |
Exhibit 12.2 CERTIFICATION I, Harry Kirsch, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the peri |
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| February 4, 2026 |
Novartis Fourth Quarter and Full Year 2025 Condensed Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensive income 19 Consolidated balance sheets 20 Consolidated statements of changes in equity 21 Consoli |
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| February 4, 2026 |
Report on Nonfinancial Matters 2025 2 Chair and CEO’s letter 2025 was another strong year for Novartis. |
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| February 4, 2026 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated February 4, 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 wheth |
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| February 4, 2026 |
Exhibit 13.1 CERTIFICATION OF VASANT NARASIMHAN, CHIEF EXECUTIVE OFFICER OF NOVARTIS AG PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation (t |
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| February 4, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 NOVARTIS AG Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Ordinary Shares 457(a) 10,000,000 $ 148. |
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| February 4, 2026 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2025 Novartis AG (“we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Title of each class Trading symbol(s) Name of each exchange on which registered Ordinary shares, nominal |
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| February 4, 2026 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the registration statements (Nos. 333-171739, 333-198706, 333-250207 and 333-258081) on Form S-8 and in the registration statement (No. 333-282133) on Form F-3 of our report dated February 3, 2026, with respect to the consolidated financial statements of Novartis AG and the effecti |
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| February 4, 2026 |
As filed with the Securities and Exchange Commission on February 4, 2026 As filed with the Securities and Exchange Commission on February 4, 2026 Registration No. |
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| February 4, 2026 |
Articles of Incorporation of Novartis AG These Articles of Incorporation were adopted at the General Meeting of Novartis AG held on March 7, 2025. |
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| February 4, 2026 |
Annual Report 2025 Annual Report 2025Chair and CEO’s letter 2025 was another strong year for Novartis. |
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| February 4, 2026 |
NOVARTIS AG POLICY GOVERNING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97.1 NOVARTIS AG POLICY GOVERNING THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. Purpose This Policy Governing the Recovery of Erroneously Awarded Compensation (“Policy”) has been adopted by the Board of Directors of Novartis AG (“Board”) to comply with the requirements of United States Securities and Exchange Commission Rule 10D-1 (“Rule 10D-1”) and Section 303A.14 of the New York St |
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| January 16, 2026 |
Articles of Incorporation of Novartis AG Exhibit 4.1 2 Articles of Incorporation of Novartis AG Section 1 Corporate Name, Registered Office, Purpose and Duration 3 Section 2 Share Capital 3 Section 3 Corporate Bodies 5 A. General Meeting of Shareholders 5 B. Board of Directors 8 C. Auditors 11 Section 4 Compensation of the Board of Directors and the Executive Committee 11 Section 5 Annual Financial Statements, Consolidated Financial Stat |
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| January 16, 2026 |
NOVARTIS CORPORATION 2011 STOCK INCENTIVE PLAN FOR NORTH AMERICAN EMPLOYEES, AS AMENDED AND RESTATED Exhibit 4.7 AS ADOPTED BY THE BOARD DECEMBER 18, 2025 NOVARTIS CORPORATION 2011 STOCK INCENTIVE PLAN FOR NORTH AMERICAN EMPLOYEES, AS AMENDED AND RESTATED (THE “PLAN”) (Effective January 1, 2011) 1. Purpose Novartis Corporation originally established the Novartis Corporation 2001 Stock Incentive Plan for North American Employees (the “Original Plan”), effective as of J |
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| January 16, 2026 |
NOVARTIS CORPORATION EMPLOYEE SHARE PURCHASE PLAN FOR NORTH AMERICAN EMPLOYEES Exhibit 99 Novartis Corporation Employee Share Purchase Plan for North American Employees Adopted, as amended and restated, by the Novartis Corporation Board of Directors on December 18, 2025 Effective January 1, 2026 Contents NOVARTIS CORPORATION EMPLOYEE SHARE PURCHASE PLAN FOR NORTH AMERICAN EMPLOYEES 2 1. |
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| January 16, 2026 |
As filed with the Securities and Exchange Commission on January 16, 2026 As filed with the Securities and Exchange Commission on January 16, 2026 Registration No. |
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| January 16, 2026 |
Articles of Incorporation of Novartis AG Exhibit 4.1 2 Articles of Incorporation of Novartis AG Section 1 Corporate Name, Registered Office, Purpose and Duration 3 Section 2 Share Capital 3 Section 3 Corporate Bodies 5 A. General Meeting of Shareholders 5 B. Board of Directors 8 C. Auditors 11 Section 4 Compensation of the Board of Directors and the Executive Committee 11 Section 5 Annual Financial Statements, Consolidated Financial Stat |
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| January 16, 2026 |
As filed with the Securities and Exchange Commission on January 16, 2026 As filed with the Securities and Exchange Commission on January 16, 2026 Registration No. |
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| January 16, 2026 |
NOVARTIS AG DEFERRED SHARE BONUS PLAN Exhibit 4.6 Novartis AG Deferred Share Bonus Plan Adopted by the Board of Directors on January 22, 2014, and amended thereafter with latest adjustments made on December 18, 2025, with effect in relation to awards made on or after that date. Contents NOVARTIS AG DEFERRED SHARE BONUS PLAN 2 1. Purpose of the Plan 2 2. Determination of Deferred Share Bonus Awards 2 3. Dividends and Dividend Equivalen |
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| January 16, 2026 |
As filed with the Securities and Exchange Commission on January 16, 2026 As filed with the Securities and Exchange Commission on January 16, 2026 Registration No. |
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| January 16, 2026 |
NOVARTIS AG DEFERRED SHARE BONUS PLAN Exhibit 4.9 Novartis AG Deferred Share Bonus Plan Adopted by the Board of Directors on January 22, 2014, and amended thereafter with latest adjustments made on December 18, 2025, with effect in relation to awards made on or after that date. Contents NOVARTIS AG DEFERRED SHARE BONUS PLAN 2 1. Purpose of the Plan 2 2. Determination of Deferred Share Bonus Awards 2 3. Dividends and Dividend Equivalen |
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| January 16, 2026 |
Articles of Incorporation of Novartis AG Exhibit 4.1 2 Articles of Incorporation of Novartis AG Section 1 Corporate Name, Registered Office, Purpose and Duration 3 Section 2 Share Capital 3 Section 3 Corporate Bodies 5 A. General Meeting of Shareholders 5 B. Board of Directors 8 C. Auditors 11 Section 4 Compensation of the Board of Directors and the Executive Committee 11 Section 5 Annual Financial Statements, Consolidated Financial Stat |
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| January 16, 2026 |
As filed with the Securities and Exchange Commission on January 16, 2026 As filed with the Securities and Exchange Commission on January 16, 2026 Registration No. |
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| January 16, 2026 |
Exhibit 4.10 AS ADOPTED BY THE BOARD DECEMBER 18, 2025 NOVARTIS CORPORATION 2011 STOCK INCENTIVE PLAN FOR NORTH AMERICAN EMPLOYEES, AS AMENDED AND RESTATED (THE “PLAN”) (Effective January 1, 2011) 1. Purpose Novartis Corporation originally established the Novartis Corporation 2001 Stock Incentive Plan for North American Employees (the “Original Plan”), effective as of January 1, 2001, |
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| January 16, 2026 |
NOVARTIS AG LONG TERM INCENTIVE PLAN Exhibit 4.5 Novartis AG Long Term Incentive Plan Adopted by the Board of Directors on January 22, 2014 and amended thereafter with latest adjustments made on December 18, 2025 with effect in relation to awards made on or after January 1, 2026. 1 Contents NOVARTIS AG LONG TERM INCENTIVE PLAN 3 1. Purpose of the plan 3 2. Granting of awards 3 3. Dividends and dividend equivalents 5 4. Vesting of awa |
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| January 16, 2026 |
Articles of Incorporation of Novartis AG Exhibit 4.1 2 Articles of Incorporation of Novartis AG Section 1 Corporate Name, Registered Office, Purpose and Duration 3 Section 2 Share Capital 3 Section 3 Corporate Bodies 5 A. General Meeting of Shareholders 5 B. Board of Directors 8 C. Auditors 11 Section 4 Compensation of the Board of Directors and the Executive Committee 11 Section 5 Annual Financial Statements, Consolidated Financial Stat |
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| January 16, 2026 |
NOVARTIS AG LONG TERM INCENTIVE PLAN Exhibit 4.8 Novartis AG Long Term Incentive Plan Adopted by the Board of Directors on January 22, 2014 and amended thereafter with latest adjustments made on December 18, 2025 with effect in relation to awards made on or after January 1, 2026. 1 Contents NOVARTIS AG LONG TERM INCENTIVE PLAN 3 1. Purpose of the plan 3 2. Granting of awards 3 3. Dividends and dividend equivalents 5 4. Vesting of awa |
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| January 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| January 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| November 25, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated November 24, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| November 20, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated November 20, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| November 5, 2025 |
NOVARTIS CAPITAL CORPORATION Officer’s Certificate Exhibit 4.8 NOVARTIS CAPITAL CORPORATION Officer’s Certificate I, Eduard Marti, being President and Treasurer of Novartis Capital Corporation (the Company), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on October 30, 2025, hereby determine as follows that: 1. The initial issuances of the series of guaranteed debt securities en |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.7 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.4 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.2 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 5, 2025 |
Exhibit 1.1 Terms Agreement BofA Securities, Inc. One Bryant Park New York, NY 10036 HSBC Securities (USA) Inc. 66 Hudson Boulevard New York, NY 10001 J.P. Morgan Securities LLC 270 Park Ave New York, NY 10017 As Representatives of the several Underwriters named in Schedule I hereto November 3, 2025 Ladies and Gentlemen: Novartis Capital Corporation (the “Issuer”) proposes, subject to the terms an |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.6 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 5, 2025 |
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 November 5, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wh |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.1 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.3 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 5, 2025 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.5 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| November 4, 2025 |
Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Floating Rate Notes due 2028 457(r) 800,000,000 $ 800,000,000. |
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| November 4, 2025 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-282133 Prospectus Supplement (to Prospectus dated September 16, 2024) Novartis Capital Corporation $800,000,000 Floating rate notes due November 5, 2028 Issue price: 100.000% $700,000,000 3.900% Notes due November 5, 2028 Issue price: 99.978% $1,750,000,000 4.100% Notes due November 5, 2030 Issue price: 99.700% $925,000,000 |
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| November 4, 2025 |
Filed Pursuant to Rule 433 Registration Nos. 333-282133 and 333-282133-01 November 3, 2025 PRICING TERM SHEET Novartis Capital Corporation 3.900% Notes due 2028 4.100% Notes due 2030 4.300% Notes due 2032 4.600% Notes due 2035 5.200% Notes due 2045 5.300% Notes due 2055 Floating Rate Notes due 2028 Fully and unconditionally guaranteed by Novartis AG 3.900% Notes due 2028 (the “2028 Notes”): Issuer |
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| November 3, 2025 |
Subject to Completion Preliminary Prospectus Supplement dated November 3, 2025 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| October 28, 2025 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com http://x.com/NovartisNews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis delivers solid sales and core operating income growth with strong pipeline progress in Q3; reaffirms FY 2025 guidance Ad hoc announcement pursuant to Art. 53 LR • Q3 net sales grew +7% (cc1, +8% USD) and core operating income1 grew +7% (cc, +6% USD) o |
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| October 28, 2025 |
Exhibit (a)(5)(H) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) TOURMALINE BIO, INC. (Name of Subject Company (Issuer)) TORINO MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as of |
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| October 28, 2025 |
Exhibit (a)(5)(G) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| October 28, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 28, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| October 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant x Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| October 28, 2025 |
Novartis Third Quarter and Nine Months 2025 Condensed Interim Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 10 INNOVATION REVIEW 14 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 16 Consolidated statements of comprehensive income 18 Consolidated balance sheets 19 Consolidated statements of changes in |
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| October 27, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 27, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| October 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ☒ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| October 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| October 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6( |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) TOURMALINE BIO, INC. (Name of Subject Company (Issuer)) TORINO MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as of |
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| October 22, 2025 |
Exhibit (a)(5)(F) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| October 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) TOURMALINE BIO, INC. (Name of Subject Company (Issuer)) TORINO MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as of |
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| September 30, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated September 30, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whe |
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| September 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TOURMALINE BIO, INC. (Name of Subject Company (Issuer)) TORINO MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issuer or o |
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| September 29, 2025 |
Exhibit (a)(1)(G) POWER OF ATTORNEY This Power of Attorney is made on 5 September 2025 by Torino Merger Sub, Inc. |
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| September 29, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of TOURMALINE BIO, INC. |
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| September 29, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of Tourmaline Bio, Inc. |
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| September 29, 2025 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| September 29, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Tourmaline Bio, Inc. |
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| September 29, 2025 |
Exhibit (a)(1)(F) POWER OF ATTORNEY This Power of Attorney is made on 5 September 2025 by Novartis AG, a company limited by shares (Aktiengesellschaft) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-103. |
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| September 29, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 1,369,414,118. |
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| September 29, 2025 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of Tourmaline Bio, Inc. |
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| September 29, 2025 |
Tourmaline Bio, Inc. 27 West 24th Street, Suite 702 New York, New York 10010 Exhibit (d)(2) Tourmaline Bio, Inc. 27 West 24th Street, Suite 702 New York, New York 10010 CONFIDENTIAL August 19, 2025 Novartis International AG Lichtstrasse 35 CH-4056 Basel Switzerland Attention: Mr. Tariq El-Rafie Ladies and Gentlemen: In connection with the consideration of a possible transaction (the “Transaction”) involving Novartis International AG (“you” or the “Recipient”) and Tourmalin |
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| September 9, 2025 |
Exhibit 99.1 Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews PRESS RELEASE Novartis to acquire Tourmaline Bio, complementing cardiovascular pipeline with pacibekitug for the treatment of atherosclerotic cardiovascular disease (ASCVD) · Tourmaline Bio is a clinical-stage biopharmaceutical company developing |
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| September 9, 2025 |
LinkedIn post from Aharon (Ronny) Gal, Ph.D., Chief Strategy & Growth Officer of Novartis AG Exhibit 99.3 LinkedIn post from Aharon (Ronny) Gal, Ph.D., Chief Strategy & Growth Officer of Novartis AG Important Information About the Tender Offer This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock, par value USD 0.0001 (the “Shares”), of Tourmaline or any other securities. The tender offer for the outstanding Shares describ |
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| September 9, 2025 |
Welcoming Tourmaline Bio into the Novartis family Exhibit 99.4 Welcoming Tourmaline Bio into the Novartis family Dear Tourmaline Team, On behalf of my Novartis colleagues, I want to express our genuine excitement to partner with you to advance the development of innovative therapies for patients living with cardiovascular diseases. From our initial interactions with your leadership to our deeper collaborative discussions, we’ve been thoroughly im |
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| September 9, 2025 |
Novartis enters into an agreement to acquire Tourmaline Exhibit 99.5 Novartis enters into an agreement to acquire Tourmaline Dear Colleagues, I am pleased to share that today Novartis entered into an agreement to acquire Tourmaline Bio Inc. (“Tourmaline”), subject to customary closing conditions. The official announcement was made at 7am CET today. Tourmaline is a clinical-stage biopharmaceutical company developing pacibekitug, an investigational long- |
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| September 9, 2025 |
Exhibit 99.2 LinkedIn post from Shreeram Aradhye, M.D., President, Development and Chief Medical Officer of Novartis AG Important Information About the Tender Offer This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock, par value USD 0.0001 (the “Shares”), of Tourmaline or any other securities. The tender offer for the outstanding |
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| September 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 TOURMALINE BIO, INC. (Name of Subject Company (Issuer)) TORINO MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issuer or o |
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| August 11, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated August 11, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whethe |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 17, 2025 (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 t |
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| July 17, 2025 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com http://x.com/NovartisNews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis reports strong Q2 with double-digit sales growth and core margin expansion; raises FY 2025 core operating income guidance Ad hoc announcement pursuant to Art. 53 LR • Q2 net sales grew +11% (cc1, +12% USD) with core operating income1 up +21% (cc, +20% |
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| July 17, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 17, 2025 (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 |
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| July 17, 2025 |
Novartis Second Quarter and Half Year 2025 Condensed Interim Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 10 INNOVATION REVIEW 14 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 16 Consolidated statements of comprehensive income 18 Consolidated balance sheets 19 Consolidated statements of changes in e |
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| June 25, 2025 |
Exhibit (a)(5)(G) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 25, 2025 |
Exhibit (a)(5)(F) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 23, 2025 |
Exhibit (a)(5)(E) Novartis International AG CH-4002 Basel Switzerland https://www. |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) A Wholly Owned Subsidiary of NOVARTIS AG (Parent of Offeror) (Names of Filing Persons (identifying status |
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| June 2, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated June 2, 2025 (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 t |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| May 27, 2025 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 27, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(H) POWER OF ATTORNEY This Power of Attorney is made on 20 May 2025 by Redwood Merger Sub Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(E) Notice of Guaranteed Delivery With Respect to the Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of Regulus Therapeutics Inc. |
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| May 27, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 1,000,306,090. |
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| May 27, 2025 |
Exhibit (a)(1)(G) POWER OF ATTORNEY This Power of Attorney is made on 24 April 2025 by Novartis AG, a company limited by shares (Aktiengesellschaf) incorporated under the laws of Switzerland and registered in the Commercial Register of the Canton of Basel-Stadt, Switzerland, under number CHE-103. |
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| May 27, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of REGULUS THERAPEUTICS INC. |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| May 1, 2025 |
Exhibit 99.1 Subject: Regulus & Novartis Dear Regulus Team, On behalf of my Novartis colleagues, I want to express our genuine excitement to partner with you to accelerate the development of potentially transformative new therapies for patients living with renal diseases. From our earliest conversations with your leadership team to our deeper engagement, we’ve been profoundly impressed by the peop |
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| April 30, 2025 |
Novartis enters into an agreement to acquire Regulus Therapeutics Exhibit 99.3 Novartis enters into an agreement to acquire Regulus Therapeutics Dear Colleagues, I am pleased to share that today Novartis entered into an agreement to acquire Regulus Therapeutics, subject to customary closing conditions. Regulus is a San Diego-based biopharmaceutical company focused on developing microRNA therapeutics. The lead asset, farabursen is a first-in-class novel, next gen |
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| April 30, 2025 |
Exhibit 99.1 Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews MEDIA & INVESTOR RELEASE Novartis to acquire Regulus Therapeutics and farabursen, an investigational microRNA inhibitor to treat ADPKD, the most common genetic cause of renal failure · Regulus is a clinical-stage biopharmaceutical company develop |
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| April 30, 2025 |
Exhibit 99.2 LinkedIn post from Aharon (Ronny) Gal, Ph.D., Chief Strategy & Growth Officer of Novartis AG 1 Important Information about the Tender Offer This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of common stock, par value $0.001 (the “Shares”), of Regulus Therapeutics Inc., a Delaware corporation (“Regulus”) or any other securities. The te |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR (13)(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 REGULUS THERAPEUTICS INC. (Name of Subject Company (Issuer)) REDWOOD MERGER SUB INC. (Offeror) an indirect wholly owned subsidiary of NOVARTIS AG (Offeror) (Name of Filing Persons (identifying status as offeror, issue |
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| April 29, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 29, 2025 (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 |
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| April 29, 2025 |
Novartis International AG CH-4002 Basel Switzerland https://www.novartis.com http://x.com/NovartisNews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis continues strong momentum with double-digit sales growth, robust margin expansion and multiple approvals in Q1 Ad hoc announcement pursuant to Art. 53 LR • Net sales grew +15% (cc1, +12% USD) with core operating income1 up +27% (cc, +23% USD) o Sales |
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| April 29, 2025 |
Novartis First Quarter 2025 Condensed Interim Financial Report – Supplementary Data INDEX Page OPERATING PERFORMANCE REVIEW 3 CASH FLOW AND BALANCE SHEET 9 INNOVATION REVIEW 12 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 14 Consolidated statements of comprehensive income 15 Consolidated balance sheets 16 Consolidated statements of changes in equity 17 Consoli |
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| April 8, 2025 |
April 8, 2025 Harry Kirsch Chief Financial Officer Novartis AG Postfach CH-4002 Basel Switzerland Re: Novartis AG For 20-F for Fiscal Year Ended December 31, 2024 Filed January 31, 2025 File No. |
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| April 3, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 3, 2025 (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 |
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| March 31, 2025 |
Novartis AG P.O. Box CH-4002 Basel Switzerland United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Doris Stacey Gama Chris Edwards Lynn Dicker Daniel Gordon Basel, 31 March 2025 Re: Novartis AG Form 20-F for the Fiscal year Ended December 31, 2024 Filed January 31, 2025 File No. 001-1 |
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| March 28, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated March 28, 2025 (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 |
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| March 18, 2025 |
March 18, 2025 Harry Kirsch Chief Financial Officer Novartis AG Postfach CH-4002 Basel Switzerland Re: Novartis AG For 20-F for Fiscal Year Ended December 31, 2024 Filed January 31, 2025 File No. |
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| January 31, 2025 |
Exhibit 13.2 CERTIFICATION OF HARRY KIRSCH, CHIEF FINANCIAL OFFICER OF NOVARTIS AG PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation (the “C |
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| January 31, 2025 |
Organizational Regulations of Novartis AG January 1, 2025 Table of Contents Section 1 Scope of the Regulations, Company Structure 3 Section 2 General Provisions 3 Section 3 Board of Directors 5 Section 4 Executive Committee 8 Section 5 Internal Audit 9 Section 6 Effectiveness, Amendments 9 Section 1 Scope of the Regulations, Company Structure Article 1 Basis and Scope These Regulations govern the |
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| January 31, 2025 |
Novartis Fourth Quarter and Full Year 2024 Condensed Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 10 Total Company 10 COMPANY CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensive income 19 Cons |
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| January 31, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 31, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| January 31, 2025 |
Exhibit 12.1 CERTIFICATION I, Vasant Narasimhan, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| January 31, 2025 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://x.com/novartisnews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis continues strong momentum of sales growth with margin expansion, reaches key innovation milestones in 2024 Full year • Net sales grew +12% (cc1, +11% USD) with core operating i |
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| January 31, 2025 |
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 2.3 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of December 31, 2024 Novartis AG (“we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): Title of each class Trading symbol(s) Name of each exchange on which registered Ordinary shares, nominal |
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| January 31, 2025 |
Articles of Incorporation of Novartis AG These Articles of Incorporation were adopted at the General Meeting of Novartis AG held on March 5, 2024. |
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| January 31, 2025 |
As filed with the Securities and Exchange Commission on January 31, 2025 As filed with the Securities and Exchange Commission on January 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. |
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| January 31, 2025 |
Legal Insider Policy Novartis Global Policy Page 1 Contents 1. Introduction 1.1. Purpose 1.2. Scope and Applicability 1.3. Exceptions 1.4. Adaptations 1.5. Roles and Responsibilities 2. Rules and Principles 2.1. Basic rules applicable to all employees 2.2. Additional rules for temporary insiders 2.3. Additional rules for continuing insiders 2.4. Exercise of options, warrants or similar securities |
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| January 31, 2025 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 31, 2025 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| January 31, 2025 |
Exhibit 12.2 CERTIFICATION I, Harry Kirsch, certify that: 1. I have reviewed this annual report on Form 20-F of Novartis AG; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the peri |
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| January 31, 2025 |
Exhibit 13.1 CERTIFICATION OF VASANT NARASIMHAN, CHIEF EXECUTIVE OFFICER OF NOVARTIS AG PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Novartis AG, a Swiss corporation (t |
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| January 31, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos. 333-171739, 333-198706, 333-250207 and 333-258081) on Form S-8 and in the Registration Statement (No. 333-282133) on Form F-3 of our report dated January 30, 2025, with respect to the consolidated financial statements of Novartis AG and the effecti |
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| December 30, 2024 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated December 30, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| November 25, 2024 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated November 21, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whet |
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| October 29, 2024 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 29, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark wheth |
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| October 29, 2024 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews FINANCIAL RESULTS | FINANZERGEBNISSE Novartis continues strong momentum in Q3 with 10% sales growth, 20% core operating income growth, and important innovation milestones; raises FY 2024 guidance • Q3 net sales grew |
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| October 29, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated October 29, 2024 (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 registr |
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| October 29, 2024 |
Novartis Third Quarter and Nine Months 2024 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 10 Total Company 10 COMPANY CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensi |
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| October 17, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment SC 13D/A 1 tm2410988d42sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 6)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO GERMANY AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of S |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.4 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 18, 2024 |
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 September 18, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.1 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.3 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 18, 2024 |
Exhibit 1.1 Terms Agreement Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, NY 10020 As Representatives of the several Underwriters named in Schedule I hereto September 16, 2024 Ladies and G |
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| September 18, 2024 |
NOVARTIS CAPITAL CORPORATION Officer’s Certificate Exhibit 4.5 NOVARTIS CAPITAL CORPORATION Officer’s Certificate I, Eduard Marti, being President and Treasurer of Novartis Capital Corporation (the Company), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on September 10, 2024, hereby determine as follows that: 1. The initial issuances of the series of guaranteed debt securities |
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| September 18, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.2 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| September 17, 2024 |
TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-282133 Prospectus Supplement (to Prospectus dated September 16, 2024) Novartis Capital Corporation $1,000,000,000 3.800% Notes due September 18, 2029 Issue price: 99.757% $850,000,000 4.000% Notes due September 18, 2031 Issue price: 99.565% $1,100,000,000 4.200% Notes due September 18, 2034 Issue price: 99.282% $750,000,000 |
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| September 17, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 3. |
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| September 17, 2024 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated September 17, 2024 (Commission File No. 1-15024) Novartis AG (Name of Registrant) Lichtstrasse 35 4056 Basel Switzerland (Address of Principal Executive Offices) Indicate by check mark whe |
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| September 16, 2024 |
Exhibit 1.1 NOVARTIS CAPITAL CORPORATION Debt Securities Fully and Unconditionally Guaranteed by NOVARTIS AG UNDERWRITING AGREEMENT STANDARD PROVISIONS To the representatives of the several Underwriters named from time to time in Schedule I to the applicable Terms Agreement Ladies and Gentlemen: From time to time Novartis Capital Corporation, a corporation incorporated under the laws of Delaware ( |
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| September 16, 2024 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) HSBC Bank USA, National Association (Exact name of trustee as specified in its charter) N/A 20-1177241 (Jurisdiction of |
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| September 16, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| September 16, 2024 |
Filed Pursuant to Rule 433 Registration Nos. 333-282133 and 333-282133-01 September 16, 2024 PRICING TERM SHEET Novartis Capital Corporation 3.800% Notes due 2029 4.000% Notes due 2031 4.200% Notes due 2034 4.700% Notes due 2054 Fully and unconditionally guaranteed by Novartis AG 3.800% Notes due 2029 (the “2029 Notes”): Issuer: Novartis Capital Corporation Guarantor: Novartis AG Size: $1,000,000, |
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| September 16, 2024 |
Subject to Completion Preliminary Prospectus Supplement dated September 16, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| September 16, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 NOVARTIS AG Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities 457(r) 0. |
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| September 16, 2024 |
FORM OF GUARANTEED DEBT SECURITY Exhibit 4.2 FORM OF GUARANTEED DEBT SECURITY THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. UNLESS T |
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| August 15, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 5)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO GERMANY AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 617760202 (CUSIP Number of Class |
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| August 13, 2024 |
Exhibit (a)(5)(M) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| August 8, 2024 |
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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated August 7, 2024 (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 |
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| August 7, 2024 |
Exhibit (a)(5)(L) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| August 2, 2024 |
Exhibit (a)(5)(K) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| August 1, 2024 |
Exhibit (a)(5)(J) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 31, 2024 |
Exhibit (a)(5)(I) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 30, 2024 |
Exhibit (a)(5)(H) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 29, 2024 |
Exhibit (a)(5)(G) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 25, 2024 |
Exhibit (a)(5)(F) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 18, 2024 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis continues to deliver strong sales growth and core margin expansion in Q2; raises FY 2024 bottom-line guidance • Q2 net sales grew +11% (cc1, +9% US |
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| July 18, 2024 |
Exhibit (a)(5)(E) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 18, 2024 |
Novartis Second Quarter and Half Year 2024 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 10 Total Company 10 COMPANY CASH FLOW AND BALANCE SHEET 11 INNOVATION REVIEW 15 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 17 Consolidated statements of comprehensiv |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated July 18, 2024 (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 t |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| July 11, 2024 |
Exhibit (a)(5)(D) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| July 5, 2024 |
NON-BINDING ENGLISH TRANSLATION TABLE OF CONTENTS Exhibit (a)(1)(A) NON-BINDING ENGLISH TRANSLATION Mandatory publication pursuant to Sec. |
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| July 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Schedule TO-T (Rule 14d-100) MorphoSys AG (Name of Subject Company) Novartis AG (Offeror – Name of Filing Person) Table 1-Transaction Valuation Transaction Valuation* Fee Rate Amount of Filing Fee** Fees to Be Paid $ 263,898,777 0. |
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| July 5, 2024 |
Exhibit (a)(1)(C) PUBLIC DELISTING PURCHASE OFFER (CASH OFFER) by Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland to the shareholders of MorphoSys AG Semmelweisstr. |
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| July 5, 2024 |
Exhibit (a)(5)(C) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Basel, Switzerland Announcement pursuant to Sec. |
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| July 5, 2024 |
Security blockage agreement regarding certain shares in MorphoSys AG dated 27 June 2024 Exhibit (d)(3) Security blockage agreement regarding certain shares in MorphoSys AG dated 27 June 2024 Security blockage agreement between (1) UBS Switzerland AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland - the Depositary Bank - (2) Novartis BidCo Germany AG c/o Novartis Pharma GmbH, Roonstrasse 25, 90429 Nuremberg, Germany - the Shareholder - and (3) Novartis BidCo AG, Lichtstrasse 35, 4056 Bas |
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| July 5, 2024 |
Exhibit (a)(1)(F) NOTICE OF GUARANTEED DELIVERY For Tender of American Depositary Shares (“ADSs”) of MorphoSys AG THE TENDER OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 6:00 P. |
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| July 5, 2024 |
Form W-9 (Rev. March 2024) Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Print or type. See Specific Instructions on |
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| July 5, 2024 |
Exhibit (a)(1)(D) PUBLIC DELISTING PURCHASE OFFER (CASH OFFER) by Novartis BidCo AG Lichtstrasse 35 4056 Basel Switzerland to the shareholders of MorphoSys AG Semmelweisstr. |
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| July 5, 2024 |
Exhibit (a)(1)(G) This notice is neither an offer to purchase nor a solicitation of an offer to sell any Shares or ADSs (each as defined below). |
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| July 5, 2024 |
Exhibit (d)(4) Version Project Woods Up to EUR 500,000,000 Shareholder Loan Facility Agreement between Novartis BidCo AG (as Lender) and MorphoSys AG (as Borrower) dated June 20, 2024 Hogan Lovells - 2 - TABLE OF CONTENTS Preamble 5 I. |
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| July 5, 2024 |
----------- Client letter (German), end of text ------------------ Exhibit (a)(1)(I) Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany Technical specifications for settlement MorphoSys Shares: ISIN DE0006632003 Tendered MorphoSys Shares: ISIN DE000A40ESD9 MorphoSys ADS: ISIN US6177602025 The no-par value bearer shares (Stückaktien) of MorphoSys AG (“MorphoSys”) are evidenced by global certificates eligible for collective custody. |
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| July 5, 2024 |
Exhibit (a)(1)(B) Public Delisting Purchase Offer by Novartis BidCo AG, Basel, Switzerland, to the shareholders of MorphoSys AG, Planegg, Germany Dear Client, On 4 July 2024, Novartis BidCo AG (the “Bidder”) published the Offer Document pursuant to which it offers to all shareholders in MorphoSys AG (“MorphoSys”) to acquire all their shares in MorphoSys (“MorphoSys Shares”) pursuant to a public delisting purchase offer (cash offer, subsequently the “Delisting Purchase Offer”) in the internet at “www. |
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| July 5, 2024 |
Non-tender agreement regarding certain shares in MorphoSys AG dated 26 June 2024 Exhibit (d)(2) Non-tender agreement regarding certain shares in MorphoSys AG dated 26 June 2024 Non-tender agreement between (1) Novartis BidCo Germany AG, Roonstr. |
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| July 5, 2024 |
Exhibit (a)(1)(E) MORPHOSYS AG Attn: Voluntary Corporate Actions, COY: MPSB P.O. Box 43011 Providence Rhode Island 02940-3011 Information Agent: Georgeson LLC (866)356-7344 LETTER OF TRANSMITTAL TO TENDER AMERICAN DEPOSITARY SHARES OF MORPHOSYS AG Pursuant to the Offer Document dated July 4, 2024, Novartis Bidco AG has commenced a Delisting Purchase Offer to all holders of American Depositary Sha |
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| July 5, 2024 |
Exhibit (d)(1) Delisting Agreement Relating to the Delisting of MorphoSys AG 20 June 2024 DELISTING AGREEMENT The delisting agreement (this “Agreement”) is entered into by and between: 1. |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 61776 |
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| June 21, 2024 |
EX-9 3 tm2410988d28ex9.htm EXHIBIT 9 Exhibit 9 – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Section 23 para. 2 sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN ANY OTHER JURISDICTION OR INTO OR |
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| June 21, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment SC 13D/A 1 tm2410988d28sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 4)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO GERMANY AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of S |
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| June 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO-C (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or (13)(e)(1) of the Securities Exchange Act of 1934 MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| June 20, 2024 |
Exhibit 99.1 - Convenience Translation - Novartis BidCo AG Publication of the decision to launch a public delisting purchase offer (öffentliches Delisting-Erwerbsangebot) in accordance with Sec. 10 para. 1 sentence 1, para. 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with Sec. 39 para. 2 sentence 3 no. 1 of the German Stock |
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| June 17, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment SC 13D/A 1 tm2410988d26sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 3)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securitie |
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| June 10, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 2)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 617760202 (CUSIP Number of Class of Secu |
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| June 4, 2024 |
Exhibit (a)(5)(U) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 31, 2024 |
Conflict Minerals Report of Novartis AG Exhibit 1.01 Conflict Minerals Report of Novartis AG Overview This is the Conflict Minerals Report for Novartis AG and its consolidated affiliates for calendar year 2023 in accordance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 1502”) and Rule 13p-1 under the Securities Exchange Act of 1934 (“Rule 13p-1”). Unless the context requires otherwise, the |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT NOVARTIS AG (Exact name of the registrant as specified in its charter) Switzerland 1-15024 98-0363351 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) Lichtstrasse 35 4056 Basel, Switzerland (Address of principal exec |
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| May 28, 2024 |
MOR / MorphoSys AG - Depositary Receipt (Common Stock) / NOVARTIS AG - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 1)* MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of Securities) 617760202 (CUSIP Number of Class of Secu |
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| May 24, 2024 |
Exhibit (a)(5)(T) Notification of Major Holdings This form is for information purpose only. |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 16, 2024 |
Exhibit (a)(5)(S) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 13, 2024 |
Exhibit (a)(5)(R) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 10, 2024 |
Exhibit (a)(5)(Q) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class o |
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| May 8, 2024 |
Exhibit (a)(5)(P) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 7, 2024 |
Exhibit (a)(5)(O) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 6, 2024 |
Exhibit (a)(5)(N) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| May 2, 2024 |
Exhibit (a)(5)(M) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) MORPHOSYS AG (Name of Subject Company (Issuer)) NOVARTIS BIDCO AG an indirect wholly owned subsidiary of NOVARTIS AG (Name of Filing Persons (Offerors)) Ordinary Shares, no Par Value (Title of Class of |
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| April 25, 2024 |
Exhibit (a)(5)(L) – Convenience Translation – (Only the German version is legally binding) Novartis BidCo AG Announcement pursuant to Sec. |
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| April 23, 2024 |
Ad hoc announcement pursuant to Art. 53 LR Novartis International AG Novartis Global Communications CH-4002 Basel Switzerland https://www.novartis.com https://twitter.com/novartisnews FINANCIAL RESULTS | RÉSULTATS FINANCIERS | FINANZERGEBNISSE Novartis delivers double-digit sales growth and core margin expansion in Q1; FY 2024 guidance raised • Q1 net sales grew +11% (cc1, +10% USD) with core oper |
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| April 23, 2024 |
Novartis First Quarter 2024 Condensed Interim Financial Report – Supplementary Data INDEX Page COMPANY OPERATING PERFORMANCE REVIEW Continuing operations 4 Discontinued operations 9 Total Company 9 COMPANY CASH FLOW AND BALANCE SHEET 10 INNOVATION REVIEW 12 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statements 14 Consolidated statements of comprehensive income 15 Conso |
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| April 23, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated April 23, 2024 (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 registran |
