Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 6-K

________________

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

November 18, 2024

________________

NOVO NORDISK A/S

(Exact name of Registrant as specified in its charter)

Novo Allé 1

DK- 2880, Bagsvaerd

Denmark

(Address of principal executive offices)

________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ☒

Form 40-F ☐

Novo Nordisk A/S – Share repurchase programme

Bagsværd, Denmark, 18 November 2024 – On 11 November 2024, Novo Nordisk initiated a share repurchase programme in accordance with Article 5 of Regulation No 596/2014 of the European Parliament and Council of 16 April 2014 (MAR) and the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 (the "Safe Harbour Rules"). This programme is part of the overall share repurchase programme of up to DKK 20 billion to be executed during a 12- month period beginning 6 February 2024.

Under the programme initiated 11 November 2024, Novo Nordisk will repurchase B shares for an amount up to DKK 3,136,206,122.30 in the period from 11 November 2024 to 3 February 2025.

Since the announcement of the programme, the following transactions have been made:

	Number of B shares	Average purchase price	Transaction value, DKK
11 November 2024	81,000	765.36	61,993,795
12 November 2024	79,987	749.53	59,952,616
13 November 2024	81,000	749.57	60,714,920
14 November 2024	80,000	753.37	60,269,715
15 November 2024	110,000	722.87	79,515,962
Accumulated under the programme	431,987		322,447,007

The details for each transaction made under the share repurchase programme are published on novonordisk.com.

Page 2 of 2

Transactions related to Novo Nordisk’s incentive programmes have resulted in a net transfer from Novo Nordisk of 828 B shares in the period from 8 November 2024 to 11 November 2024. The shares in these transactions were not part of the Safe Harbour repurchase programme.

With the transactions stated above, Novo Nordisk owns a total of 21,779,644 B shares of DKK 0.10 as treasury shares, corresponding to 0.5% of the share capital. The total amount of A and B shares in the company is 4,465,000,000 including treasury shares.

Novo Nordisk expects to repurchase B shares for an amount up to DKK 20 billion during a 12- month period beginning 6 February 2024. As of 18 November 2024, Novo Nordisk has since 6 February 2024 repurchased a total of 20,635,086 B shares at an average share price of DKK 832.86 per B share equal to a transaction value of DKK 17,186,240,885.

Novo Nordisk is a leading global healthcare company, founded in 1923 and headquartered in Denmark. Our purpose is to drive change to defeat serious chronic diseases, built upon our heritage in diabetes. We do so by pioneering scientific breakthroughs, expanding access to our medicines, and working to prevent and ultimately cure disease. Novo Nordisk employs about 72,000 people in 80 countries and markets its products in around 170 countries. Novo Nordisk's B shares are listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the New York Stock Exchange (NVO). For more information, visit novonordisk.com, Facebook, Instagram, X, LinkedIn and YouTube.

Contacts for further information

Media:
Ambre James-Brown +45 3079 9289 abmo@novonordisk.com	Liz Skrbkova (US) +1 609 917 0632 lzsk@novonordisk.com

Investors:
Jacob Martin Wiborg Rode +45 3075 5956 jrde@novonordisk.com	David Heiberg Landsted +45 3077 6915 dhel@novonordisk.com

Sina Meyer +45 3079 6656 azey@novonordisk.com	Ida Schaap Melvold +45 3077 5649 idmg@novonordisk.com

Frederik Taylor Pitter +1 609 613 0568 fptr@novonordisk.com

Novo Nordisk A/S

Investor Relations

Novo Allé 1

2880 Bagsværd

Denmark

Telephone:

+45 4444 8888

www.novonordisk.com
CVR no: 24 25 67 90

Company announcement No 89 / 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

Date: November 18, 2024

NOVO NORDISK A/S

Lars Fruergaard Jørgensen

Chief Executive Officer