诺华制药 2025年年度报告和过渡报告

As filed with the Securities and Exchange Commission on January 31, 2025UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549Form 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 for the fiscal year ended December 31, 2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934Date of event requiring this shell company report……………For the transition period from _____ to _____Commission file number1-15024Novartis AG(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 354056 Basel, Switzerland(Address of principal executive offices)Karen L. HaleChief Legal OfficerNovartis AGCH 4056 BaselSwitzerlandTel.: +41-61-324-1111Fax: +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 classTrading Symbol(s)Name of each exchange on which registeredAmerican Depositary Shares each representing 1 shareNVSNew York Stock ExchangeOrdinary shares, nominal value CHF 0.49 per share*NOVNNew York Stock Exchange** Not for trading but only in connection with the registration of American Depositary Shares representingsuch 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 asof the close of the period covered by the annual report:1 975 089 248 ordinary shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YesNo Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section13 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 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo 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,” “acceleratedfiler,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filer Emerging growth companyIf 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 forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) ofthe Exchange Act.† The term “new or revised financial accounting standard” refers to any update issued by the Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits 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 previouslyissued 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 therelevant 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. GAAPInternational Financial Reporting Standards as issued by the International Accounting Standards Board