NOVARTIS AG

As filed with the Securities and Exchange Commission on January 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report……………

For the transition period from _____ to _____

Commission file number1-15024

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Switzerland

(Jurisdiction of incorporation or organization)

Lichtstrasse 35

4056 Basel, Switzerland

(Address of principal executive offices)

Karen L. Hale

Chief Legal Officer

CH 4056 Basel

Switzerland

Tel.: +41-61-324-1111

Fax: +41-61-324-7826

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares each representing 1 share

NVS

New York Stock Exchange

Ordinary shares, nominal value CHF 0.49 per share*

NOVN

New York Stock Exchange*

• Not for trading but only in connection with the registration of American Depositary Shares representing such ordinary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

2 044 033 986 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

** Yes** ☐No ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

** Item 17** ☐Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

** Yes** ☐ No ☒

Table of contents

Introduction and use of certain terms

Forward-looking statements

Part I

Item 1. Identity of Directors, Senior Management and Advisers

Item 2. Offer Statistics and Expected Timetable

Item 3. Key Information

3.A [Reserved]

3.B Capitalization and indebtedness

3.C Reasons for the offer and use of proceeds

3.D Risk factors

Item 4. Information on the Company

4.A History and development of Novartis

4.B Business overview

4.C Organizational structure

4.D Property, plants and equipment

Item 4A. Unresolved Staff Comments

Item 5. Operating and Financial Review and Prospects

5.A Operating results

5.B Liquidity and capital resources

5.C Research and development, patents and licenses

5.D Trend information

5.E Critical accounting estimates

Item 6. Directors, Senior Management and Employees

6.A Directors and senior management

6.B Compensation

6.C Board practices

6.D Employees

6.E Share ownership

6.F Erroneously awarded compensation

Item 7. Major Shareholders and Related Party Transactions

7.A Major shareholders

7.B Related party transactions

7.C Interests of experts and counsel

Item 8. Financial Information

8.A Consolidated statements and other financial information

8.B Significant changes

Item 9. The Offer and Listing

9.A Offer and listing details

9.B Plan of distribution

9.C Markets

9.D Selling shareholders

9.E Dilution

9.F Expenses of the issue

Item 10. Additional Information

10.A Share capital

10.B Memorandum and articles of association

10.C Material contracts

10.D Exchange controls

10.E Taxation

10.F Dividends and paying agents

10.G Statement by experts

10.H Documents on display

10.I Subsidiary information

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Item 12. Description of Securities Other than Equity Securities

12.A Debt securities

12.B Warrants and rights

12.C Other securities

12.D American Depositary Shares

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15. Controls and Procedures

Item 16A. Audit Committee Financial Expert

Item 16B. Code of Ethics

Item 16C. Principal Accountant Fees and Services

Item 16D. Exemptions from the Listing Standards for Audit Committees

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16F. Change in Registrant’s Certifying Accountant

Item 16G. Corporate Governance

Item 16H. Mine Safety Disclosure

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 16J. Insider Trading Policies

Item 16K. Cybersecurity

PART III

Item 17. Financial Statements

Item 18. Financial Statements

Item 19. Exhibits