Form 11-K NOVO NORDISK A S For: Dec 31

The following description of the Novo Nordisk Inc. 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document, as amended, for a more complete description of the Plan's provisions.

General

The Plan is a participant-directed defined contribution plan which was established on January 1, 1983 and was most recently amended and restated effective as of January 1, 2024, and subsequently on January 1, 2025. Companies participating in the Plan include Catalent Indiana, LLC (“CILLC”), Dicerna Pharmaceuticals, Inc. (“NNDRNA”), Novo Nordisk Inc. (“NNI”), Novo Nordisk Pharmaceutical Industries, LP (“NNPILP”), NNE Pharmaplan, Inc. (“NNE”), Novo Nordisk US Bio Productions, Inc. (“NNUSBPI”), Novo Nordisk Corporate Development U.S. (“NNCDUS”) which was formerly Novo Nordisk Research Center Indianapolis, Inc. (“NNRCII”), Novo Nordisk Research Development U.S. (“NNRDUS”) which was formerly Novo Nordisk Research Center Seattle, Inc. (“NNRCSI”), and Novo Nordisk Pharmatech US, Inc. (“NNPR”) (collectively the “Company”). Furthermore, NNI, the Plan’s sponsor, is a wholly-owned subsidiary of Novo Nordisk US Holdings, Inc., which in turn is a wholly-owned subsidiary of Novo Nordisk A/S (“NNAS”) which is the ultimate parent company in Denmark.

Eligible employees of the Company are covered by the Plan upon date of hire, except for residents of Puerto Rico, interns, leased employees, temporary employees with less than one year of service and 1,000 hours, employees on assignment from NNAS who are covered under the NNAS pension plan, foreign transferees from affiliates on temporary assignments who remain covered by a foreign pension plan, employees covered under a collective bargaining agreement and nonresident aliens without any U.S. source income (the “Plan participants”). In 2025, employees of Catalent Indiana, LLC (“CILLC”) became participants in the Plan.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Plan offers stock of NNAS, whose shares of American Depository Receipts (“ADR’s”) are publicly traded on the New York Stock Exchange, as an investment option.

Administrator, Trustee and Custodian

NNI is the Plan’s administrator and under the terms of the Plan, NNI has delegated its administrative duties to the Retirement Committee appointed by the Board of Directors of NNI. The Retirement Committee oversees the Plan’s administration, oversight, and governance responsibilities. Charles Schwab Trust Company, a division of Charles Schwab Bank, is the trustee and custodian of the Plan.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Participant Contributions

Participants may contribute up to 50% of their annual compensation as defined by the Plan on a before-tax basis and 15% on an after-tax basis. In addition, participants may make rollover contributions from other qualified plans. Participants (age 50 or older) may elect to make catch-up contributions to the Plan. For the 2024 plan year, eligible participants age 50 and older may make catch-up contributions up to $7,500. For the 2025 plan year, eligible participants age 50 and older may make catch-up contributions up to $7,500, and participants who are at least age 60 but will not yet attain age 64 by the end of the applicable calendar year, may make “super catch-up” contributions up to $11,250. In no event may the participant’s before-tax and after-tax contributions exceed the statutory limitations imposed by the Internal Revenue Code (the “Code”). Unless an employee makes an alternative election to opt out, all employees are automatically enrolled into the Plan and their compensation, as determined under the Plan, is automatically reduced by a designated percentage on a pre-tax basis, which is deemed to be the participants’ salary reduction contribution election. Eligible employees are automatically enrolled in the Plan at an employee pre-tax deferral rate of 4% of compensation unless the employee elects a different rate within 60 days of date of hire.

Participants’ salary deferral elections are automatically increased by 1% each April 1st if such contributions are less than 10% of compensation. The purpose of this automatic increase is solely to encourage employees to save for their retirement. Participants can also opt out of this automatic escalation election at any time. Participants who opt out of the automatic escalation feature or contribute 0% to the Plan are re-enrolled annually at the 4% contribution level, which continues to be subject to the automatic escalation feature on a go forward basis unless the Participant opts out each year.

Participants may not direct more than twenty percent (20%) of their future contributions into the Novo Nordisk Stock Fund. Additionally, Participants whose position in the Novo Nordisk Stock Fund is 20% or more will not be permitted to transfer existing balances, including Rollover Contributions, into the Novo Nordisk Stock Fund nor will Participants be able to retain a percentage greater than 20% when initiating account rebalances.

Company Contributions

The Company can make two different types of retirement contributions: basic and matching. The Company makes basic retirement contributions which represent 8% of participants’ eligible annual compensation for eligible employees of CILLC, NNPILP, NNE, and NNUSBPI. The basic 8% Company contribution for NNDRNA, NNI, NNCDUS, NNRDUS, and NNPR employees are made to the Novo Nordisk Inc. Money Purchase Plan, a separate qualified retirement plan. The Company makes matching contributions in cash for all eligible participants equal to 50% of the first 2% of the eligible participants pre-tax or Roth 401(k) contributions if the eligible participants are contributing at least 2% of their eligible annual compensation.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Participant Accounts

Participant accounts are credited with their contributions including earnings, and allocations of Company contributions and related earnings. An allocation of administrative expenses incurred and paid by the Plan is charged to participant accounts. Expense allocations are based on participant earnings or account balances, as defined. Participant withdrawals and distributions are limited to the participant's total vested account balance. Participants can elect to have their accounts invested in any of the Plan's investment options.

Vesting Benefits and Forfeitures

Participants are 100% vested in their own contributions plus earnings thereon. Vesting in the Company’s basic and matching contribution portion of their accounts, plus actual earnings thereon, is as follows:

Forfeited non-vested Company basic and matching contributions may be used to reduce future Company contributions, to pay Plan expenses or to reinstate account balances for rehired employees in accordance with the terms of the Plan. During the years ended December 31, 2025 and 2024, forfeitures of approximately $1,672,000 and $1,357,000, respectively, were used to offset contributions. There were no forfeitures used to offset Plan expenses or reinstate account balances for the years ended December 31, 2025 and 2024.

Forfeited non-vested Company basic and matching contributions available at December 31, 2025 and 2024 were approximately $84,000 and $541,000, respectively. In addition, the employer contribution receivable in 2025 and 2024 was reduced by approximately $231,000 and $136,000, respectively, due to forfeited non-vested accounts.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Under the terms of the Plan, participants may borrow a minimum of $1,000 up to a maximum equal to the lesser of 50% of their vested account balance or $50,000 as determined in accordance with the Plan. Loan terms range from one to five years; however, terms may be up to fifteen years for the purchase of a primary residence. The loans are secured by the participants’ account balance. As of December 31, 2025 and 2024, the outstanding loans’ interest rates range from 4.25% to 9.5%. Rates are commensurate with market rates for similar loans at issue date. Principal and interest are paid ratably through payroll deductions. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan agreement.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Payment of Benefits

Participants shall be entitled to receive the vested interest in their accounts on retirement (normal or late, as determined under the Plan), death or separation from service. Distribution shall be made in a single lump sum payment in cash or discretionary partial distributions. Payment is made in cash with the exception of a single lump sum distribution from the Novo Nordisk Stock Fund which can be elected in stock. In addition, participants may receive pre-retirement distributions of the vested interest in their accounts at age 59½. Withdrawals are also permitted for financial hardship, which is determined pursuant to the provisions of the Code.

Administrative Expenses

The Plan’s administrative expenses, such as bookkeeping, legal, and audit fees, as well as other reasonable expenses as permitted by the Plan document, collectively known as Plan expenses, are paid by the Plan and/or the Company. 

The Company's service agreement with Schwab Retirement Plan Services, Inc. (“Schwab”), the Plan’s recordkeeper, reflects a minimum basis point requirement whereby should the recordkeeper fees charged by Schwab on an annual basis exceed a minimum required basis point amount, as defined in the service agreement, Schwab will credit the excess amount to the Plan in the form of a Reduction in Compensation Account (“ERISA account”). On a quarterly basis, any operating expense credits received from investment options will be allocated directly to the participants who held that investment option, based on each participant’s average daily balance that quarter.

The ERISA account balances as of December 31, 2025 and 2024 was approximately $0. Amounts credited as an excess amount to the ERISA account were approximately $755,000 and $679,000 for the years ended December 31, 2025 and 2024, respectively, and are recorded as a component of net appreciation in fair value of investments in the Statements of Changes in Net Assets Available for Benefits. During the years ended December 31, 2025 and 2024, approximately $755,000 and $679,000 respectively, was credited to eligible participant accounts from the ERISA account, as approved by the Retirement Committee.

Transfer in

As a result of the acquisition of the Catalent manufacturing site in Bloomington, Indiana, from Novo Holdings by the parent, Novo Nordisk A/S, approximately $86 million of fully vested net asset from the Catalent Pharma Solutions, Inc. 401(k) Plan was transferred to the Plan effective April 29, 2025. The net asset amount included approximately $4 million of participant loans.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” (ASC 820), established a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of measurements are described as follows:

Level 1 – Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities that the Plan can access at the measurement date.

Level 2 – Inputs to the valuation methodology include (1) quoted prices in active markets for similar assets or liabilities; (2) quoted prices in inactive markets for identical or similar assets or liabilities; (3) inputs other than quoted prices that are observable for the assets or liabilities; or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following describe the valuation methods used for investment assets measured at fair value.

Common stock – Valued at the closing price reported on the active market on which the individual securities are traded.

Mutual funds – Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Money market funds – Valued at NAV, which approximates fair value.

Common collective trust funds – Valued at the NAV of units of a bank collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the Plan will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, the Plan believes its valuation methods are appropriate and consistent with other market participants; however, the use of different valuation methods and assumptions could result in a different fair value measurement for certain financial instruments at the reporting date. There have been no changes in the methodologies used at December 31, 2025 and 2024.

The following table presents the Plan’s investment assets measured at fair value as of:

The Plan did not have any investments in Level 2 or 3 as of December 31, 2025 and 2024.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Changes in Fair Value Levels

The availability of observable market data is monitored to assess the appropriate classification of financial instruments within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another.

Net Asset Value per Share

The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient as of December 31, 2025 and 2024, respectively.

Redemption Restrictions

Certain mutual funds impose a trading policy including the right to put a trade block on the account to restrict purchasing back into the funds for 28 days or 30 days. The restrictions are used to discourage short term or excessive trading including market timing activity; however, these trading policies do not affect shareholders’ rights to redeem shares of the mutual funds.

The Plan, as amended and restated effective as of January 1, 2012, received a favorable tax determination letter from the Internal Revenue Service dated March 15, 2013, which provides that the Plan and the related trust qualify under the provisions of Section 401(a) of the Internal Revenue Code and therefore, are exempt from federal income taxes under the provisions of Section 501(a) of the Code. The Plan has been amended and restated since receiving the tax determination letter. The Plan administrator believes that the Plan continues to be designed and operated in compliance with the applicable requirements of the Code and, therefore, is exempt from federal income taxes under the provisions of the Code.

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by a government authority. The Plan administrator believes the Plan has not taken nor is expected to take any uncertain positions that would require recognition of a liability or disclosure in the Plan’s financial statements as of December 31, 2025 and 2024. The Plan is subject to routine examinations by taxing authorities. There are currently no plan years under examination by taxing authorities.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Commencing with the Plan’s 2016 year, the Danish Tax Authority (“SKAT”) changed its process for organizations exempt from withholding taxes to apply for a refund. Entities are now required to pay withholding taxes at the time dividends are received and subsequently apply for a refund and under the new procedure additional information needs to be provided to SKAT with the refund application. The Plan sponsor determined that all withholding tax receivables are collectible.

During the years ended December 31, 2025 and 2024, Novo Nordisk A/S paid $2,143,085 and $1,947,178 of withholding taxes to SKAT for dividends declared relating to Novo Nordisk A/S shares held by the Plan. The Plan has recorded a dividend withholding tax receivable of $8,453,055 and $7,079,511 as of December 31, 2025 and 2024, respectively. In January 2024, the Plan received the 2020 dividend withholding tax refund of $1,155,443. The 2019 refund and the 2021 to 2024 refunds were outstanding as of December 31, 2024. In March 2025, the Plan received a partial refund of $769,541 for the 2021 dividend withholding tax on shares held as of March 2021 record date. The 2019 refund and the 2021 to 2025 refunds were outstanding as of December 31, 2025.

Novo Nordisk Inc. is the Plan sponsor and the Plan administrator. Novo Nordisk A/S is also a party-in-interest to the Plan under the definition provided in Section 3(14) of ERISA. Therefore, Novo Nordisk A/S common stock transactions qualify as party-in-interest transactions. As of December 31, 2025, and 2024, the fair value of investments in Novo Nordisk A/S common stock was $237,715,430 and $408,460,158 respectively.

Certain Plan investments are managed by Charles Schwab Trust Company (“Charles Schwab”), a division of Charles Schwab Bank, who is the trustee and custodian as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Charles Schwab for Plan expenses amounted to $596,166 and $500,252 for the years ended December 31, 2025 and 2024, respectively. Additional advisory and managed service fees paid by the Plan amounted to $555,372 and $403,106 for the years ended December 31, 2025 and 2024, respectively. Schwab Retirement Plan Services is the recordkeeper of the Plan. Furthermore, Schwab Retirement Plan Services and Charles Schwab Bank are affiliated companies under Charles Schwab & Co.

The Plan provides for various investment options in a combination of diversified funds including Company stock. Investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Volatility in the financial markets may significantly impact the subsequent valuation of the Plan’s investments. Accordingly, the valuation of investments reported at December 31, 2025 and 2024 may not necessarily be indicative of amounts that could be realized in a current market exchange.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Notes to Financial Statements

December 31, 2025 and 2024

Investments in mutual funds are subject to sales charges in the form of front-end loads, back-end loads or 12b-1 fees. 12b-1 fees are allowable under Section 12b-1 of the Investment Company Act of 1940. Those fees may be deducted annually to pay marketing and distribution costs of mutual funds. These fees are deducted prior to the allocation of the Plan’s investment earnings activity and thus not separately identifiable as an expense.

Although no intention to do so has been expressed, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon full or partial termination of the Plan, unvested funds in the affected participants’ accounts shall become 100% vested and shall not thereafter be subject to forfeiture.

For the year ended December 31, 2024, lost earnings of $2,222 related to 2023 late participant contributions fully funded in 2023 were remitted to the Plan in February 2024. Form 5330 was filed for 2024.

Effective January 1, 2026, employees of Akero Therapeutics, Inc., became participants in the Plan.

NOVO NORDISK INC. 401(k) SAVINGS PLAN

Plan #001

Employer ID #06-1061602         

Schedule H, Line 4i

Schedule of Assets (Held at End of Year)

December 31, 2025