Novartis Capital Corporation filed a free writing prospectus on November 9, 2026, disclosing pricing terms for a four-tranche U.S. dollar-denominated notes offering totaling $5,250,000,000, fully and unconditionally guaranteed by Novartis AG.

Key Highlights

  • Four tranches priced: 4.900% Notes due 2029 ($500,000,000), 5.200% Notes due 2032 ($1,500,000,000), 5.300% Notes due 2034 ($1,750,000,000), and 5.500% Notes due 2037, according to the filing.
  • Expected settlement date: November 12, 2026 (T+2), as stated in the pricing term sheet.
  • Anticipated credit ratings: Aa3 by Moody's Ratings and AA- by S&P Global Ratings, as disclosed for each tranche.
  • Guarantor: Novartis AG provides a full and unconditional guarantee on all four tranches, the filing states.
  • No exchange listing: The filing indicates "None" for listing on each tranche.
  • Spreads to benchmark Treasury: 35 bps for the 2029 Notes, 55 bps for the 2032 Notes, and 65 bps for the 2034 Notes, per the term sheet.

Novartis Capital Corporation Pricing Terms Across All Four Tranches

According to the free writing prospectus filed pursuant to Rule 433 (Registration Nos. 333-282133 and 333-282133-01), Novartis Capital Corporation priced four tranches of senior notes on November 9, 2026. The 2029 Notes carry a coupon of 4.900%, were priced at 99.846% of principal, and yield 4.956%, reflecting a spread of 35 bps to the 4.875% benchmark Treasury due October 15, 2029. Interest on the 2029 Notes is payable on May 12 and November 12, commencing May 12, 2027, with maturity on November 12, 2029.

The 2032 Notes, sized at $1,500,000,000, carry a coupon of 5.200% and were priced at 99.945%, yielding 5.214%, a spread of 55 bps to the 4.750% benchmark Treasury due October 31, 2031. Interest is payable on February 12 and August 12, commencing February 12, 2027, with maturity on February 12, 2032. The 2034 Notes, the largest tranche at $1,750,000,000, carry a coupon of 5.300% and were priced at 99.433%, yielding 5.397%, a spread of 65 bps to the 4.875% benchmark Treasury due October 31, 2033, with the same semi-annual payment schedule and maturity on February 12, 2034.

The filing discloses that each tranche includes optional redemption provisions allowing the issuer to redeem the notes prior to the applicable par call date at the greater of a make-whole amount (Treasury Rate plus 10 bps, less accrued interest) or 100% of principal, plus accrued interest. On or after each par call date, redemption is at 100% of principal plus accrued interest. Each tranche also includes an optional redemption for tax reasons, permitting whole (but not partial) redemption at 100% of principal if applicable withholding taxes change. Joint book-running managers include Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, and others named in the filing.

What Was Disclosed

Novartis Capital Corporation disclosed pricing terms for a four-tranche note offering guaranteed by Novartis AG, with trade date November 9, 2026 and expected settlement November 12, 2026, covering coupon rates, yields, spreads, sizes, and redemption provisions for each tranche.