诺华制药美股招股说明书(2025-11-04版)

Novartis Capital Corporation $800,000,000 Floating rate notes due November 5, 2028Issue price: 100.000%$700,000,000 3.900% Notes due November 5, 2028Issue price: 99.978%$1,750,000,000 4.100% Notes due November 5, 2030Issue price: 99.700%$925,000,000 4.300% Notes due November 5, 2032Issue price: 99.409%$925,000,000 4.600% Notes due November 5, 2035Issue price: 99.564%$350,000,000 5.200% Notes due November 5, 2045Issue price: 99.889%$550,000,000 5.300% Notes due November 5, 2055Issue price 99.464%fully and unconditionally guaranteed byNovartis AG The floating rate notes, which we refer to as the “floating rate notes”, will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR (as defined under “Description ofthe Notes— Floating Rate Notes), plus 0.52% per annum. We will pay interest on the floating rate notes quarterly in arrears on February 5, May 5, August5 and November 5 of each year,commencing on February 5, 2026. Interest will accrue on the floating rate notes from the date of original issuance. The 3.900% Notes due November 5, 2028, which we refer to as the “2028 notes”, will bear interest at a rate of 3.900% per year. The 4.100% Notes due November 5, 2030, which werefer to as the “2030 notes”, will bear interest at a rate of 4.100% per year. The 4.300% Notes due November 5, 2032, which we refer to as the “2032 notes”, will bear interest at a rate of4.300% per year. The 4.600% Notes due November 5, 2035, which we refer to as the “2035 notes”, will bear interest at a rate of 4.600% per year. The 5.200% Notes due November 5, 2045,which we refer to as the “2045 notes”, will bear interest at a rate of 5.200% per year. The 5.300% Notes due November 5, 2055, which we refer to as the “2055 notes”, will bear interest at arate of 5.300% per year. We will pay interest on each of the 2028 notes, the 2030 notes, the 2032 notes, the 2035 notes, the 2045 notes and the 2055 notes each May 5 and November 5,commencing on May 5, 2026. We refer to the 2028 notes, the 2030 notes, the 2032 notes, the 2035 notes, the 2045 notes and the 2055 notes collectively as the “fixed rate notes” and, together with the floating ratenotes, the “notes.” The floating rate notes will mature on November 5, 2028. Unless we redeem the fixed rate notes earlier, the 2028 notes will mature on November5, 2028, the 2030 noteswill mature on November 5, 2030, the 2032 notes will mature on November 5, 2032, the 2035 notes will mature on November 5, 2035, the 2045 notes will mature on November 5, 2045 and the2055 notes will mature on November 5, 2055. There is no sinking fund for the notes. The notes will rank equally in right of payment with all other senior, unsecured debt obligations ofNovartis Capital Corporation. The guarantees of the notes by Novartis AG will rank equally in right of payment with all other senior, unsecured debt obligations of Novartis AG. We may redeem some or all of the fixed rate notes of each series of fixed rate notes at any time and from time to time at our option at the applicable redemption prices determined in themanner described in this prospectus supplement. See “Description of the Notes — Optional Redemption.” The fixed rate notes will otherwise not be redeemable prior to maturity except uponthe occurrence of certain tax events described in this prospectus supplement. We may not redeem the floating rate notes prior to maturity except upon the occurrence of certain tax eventsdescribed in this prospectus supplement. See “Description of the Notes — Optional Redemption for Tax Reasons.” Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement orthe accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense. BofA SecuritiesBNP PARIBAS Citigroup Mizuho Prospectus Supplement PageAbout This Prospectus SupplementS-1Where You Can Find More InformationS-3Incorporation of Certain Documents by ReferenceS-4Presentation of Financial InformationS-4SummaryS-5Risk FactorsS-6Use of ProceedsS-14CapitalizationS-15Description of the NotesS-17Tax ConsiderationsS-32UnderwritingS-37Selling RestrictionsS-40Legal MattersS-43ExpertsS-43 Prospectus PageAbout this Prospectus1Where You Can Find More Information1Incorporation of Certain Documents by Reference2Presentation of Financial Information2Risk Factors3Forward-Looking Statements3Use of Proceeds5Novartis AG6Novartis Capital Corporation7Legal Ownership of Debt Securities8Description of Debt Securities10Tax Considerations17Plan of Distribution18Legal Matters19Experts19Limitations on Enforcement of U.S. Laws20 ABOUT THIS PROSPECTUS SUPPLEMENT No person has been authorized to provide you with information that is different from what is containedin, or incorporated by reference into, this prospectus supplement, the accompanying prospectus and any freewriting prospectus, and