S-8 1 tm264157d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on February 4, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Novartis AG

(Exact name of registrant as specified in its charter)

Switzerland

N/A

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

Lichtstrasse 35

CH-4056 Basel, Switzerland

(Address of principal executive offices)

Novartis Corporation Employee Share Purchase Plan for North American Employees

(Full title of the plan)

Karen L. Hale

Chief Legal & Compliance Officer

Novartis AG

Lichtstrasse 35

CH-4056 Basel, Switzerland

(Name and address of agent for service)

+41 61 324 1111

(Telephone number, including area code, of agent for service)

Copy to:

Yasin Keshvargar
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
+1 212 450 4000

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

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

Emerging growth company ¨

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed with the United States Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 10,000,000 ordinary shares, nominal value CHF 0.49 per share, of Novartis AG (the “Company”) that may be offered and sold under Novartis Corporation Employee Share Purchase Plan for North American Employees. In accordance with General Instruction E of Form S-8, the contents of the Company’s previously filed Registration Statement on Form S-8 (Registration No. 333-258081) filed with the Commission on July 22, 2021 are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed with or furnished to the Commission by Novartis AG (the “Registrant”) are incorporated by reference herein and shall be deemed to be part hereof:

(a) Registrant’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Commission on February 4, 2026;

All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) subsequent to the date hereof and prior to the filing of a post-effective amendment indicating that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date such reports are filed.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof or of the related prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.

EXHIBITS

Exhibit
Number		Exhibit

4.1		Articles of Incorporation of Novartis AG, as amended March 7, 2025 (English translation) (incorporated by reference to Exhibit 1.1 to Novartis AG’s Annual Report on Form 20-F as filed with the Commission on February 4, 2026).

4.2		Organizational Regulations of Novartis AG, effective January 1, 2025 (incorporated by reference to Exhibit 1.2 to Novartis AG’s Annual Report on Form 20-F as filed with the Commission on January 31, 2025).

4.3		Form of Amended and Restated Deposit Agreement, among Novartis AG, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 99.A to the Registration Statement on Form F-6 as filed with the SEC on December 16, 2022).

4.4		Form of American Depositary Receipt (included in Exhibit 2.1 incorporated by reference to Exhibit 99.A to the Registration Statement on Form F-6 as filed with the SEC on December 16, 2022).

5.1*		Opinion of Advestra AG

23.1*		Consent of Independent Auditors - KPMG AG

23.2*		Consent of Advestra AG (contained in Exhibit 5.1)

24.1*		Powers of Attorney (included on signature pages).

99.1		Novartis Corporation Employee Share Purchase Plan for North American Employees (incorporated by reference to Exhibit 99.1 to the Post-Effective Amendment to the Registration Statement on Form S-8 (Registration No. 333-258081) as filed with the SEC on January16, 2026).

107*		Filing Fee Table

*		Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Basel, Switzerland on February 4, 2026.

NOVARTIS AG

	By:	/s/ Harry Kirsch
		Name:	Harry Kirsch
		Title:	Chief Financial Officer


	By:	/s/ Karen L. Hale
		Name:	Karen L. Hale
		Title:	Chief Legal & Compliance Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harry Kirsch, Mukul Mehta, Karen L. Hale, Daniel Weiss, Laurent Sigismondi, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 4^th day of February, 2026.

SIGNATURE		TITLE

/s/ Vasant Narasimhan		Chief Executive Officer
Vasant Narasimhan, M.D.		(principal executive officer)

/s/ Harry Kirsch		Chief Financial Officer
Harry Kirsch		(principal financial and accounting officer)

/s/ Giovanni Caforio		Chair of the Board of Directors
Giovanni Caforio, M.D.

/s/ Simon Moroney		Vice-Chair of the Board of Directors
Simon Moroney, D.Phil.

/s/ Nancy C. Andrews		Director
Nancy C. Andrews, M.D., Ph.D.

/s/ Ton Buechner		Director
Ton Buechner

/s/ Patrice Bula		Director
Patrice Bula

/s/ Elizabeth Doherty		Director
Elizabeth Doherty

/s/ Bridgette Heller		Director
Bridgette Heller

/s/ Daniel Hochstrasser		Director
Daniel Hochstrasser

/s/ Frans van Houten		Director
Frans van Houten

/s/ Elizabeth McNally		Director
Elizabeth McNally, M.D., Ph.D.

/s/ Ana de Pro Gonzalo		Director
Ana de Pro Gonzalo

/s/ John D. Young		Director
John D. Young

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of the Registrant and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in East Hanover, New Jersey on February 4, 2026.

	/s/ Jaime A. Huertas
	Jaime A. Huertas

SEC Form S-8 filed by Novartis AG