NVO

Business Context and Reporting Period

This Form 6-K filing contains the Remuneration Report 2025 for Novo Nordisk A/S, covering the financial year from January 1, 2025, to December 31, 2025. The report details compensation for the Board of Directors and Executive Management. The filing highlights a year of profound transformation marked by a leadership transition: Lars Fruergaard Jørgensen stepped down as CEO on August 6, 2025, after 34 years of service, and was succeeded by Maziar Mike Doustdar. The Board composition also changed significantly in November 2025, reducing from 12 to 9 members.

Key Financial Metrics and Remuneration

Company Performance (2025):

• Sales Growth: 10.3% at constant exchange rates (CER).
• Operating Profit Growth: 6.0% at CER.
• Total Shareholder Return (TSR): -46.4% for the year.
• CO2e Emissions: Increased by 19% compared to 2024 due to construction and raw material supply expansion.

Executive Remuneration (2025):

• Total Executive Remuneration: DKK 193.3 million (a 38% decrease from DKK 311.1 million in 2024).
• CEO (Maziar Mike Doustdar): Total remuneration of DKK 20.7 million (annualized to DKK 34.6 million). This represents a 39% decrease from the prior year's CEO total. Composition: 47% fixed, 53% variable.
• Former CEO (Lars Fruergaard Jørgensen): Remuneration for service period: DKK 22.2 million. Termination package included DKK 36.5 million (salary/benefits during notice), DKK 42.9 million (severance), and DKK 22.0 million (non-competition compensation).
• Short-Term Incentive (STIP): CEO payout was 24.7% of maximum (2.96 months' base salary) due to lower performance on Commercial Execution and Financials metrics.
• Long-Term Incentive (LTIP): LTIP 2023 finalized at 92% of maximum. LTIP 2024 and 2025 are tracking below targets.

Board Remuneration (2025):

• Total Board Remuneration: DKK 23.8 million (up from DKK 23.0 million in 2024), reflecting a 3% fee increase approved in March 2025.
• Shareholdings: Board members held shares with a total market value of DKK 191.6 million as of December 31, 2025.

Material Changes Versus Prior Period

• Executive Pay Reduction: Total executive remuneration dropped 38% year-over-year, primarily driven by reduced payouts on STIP and LTIP due to slower growth rates (10.3% sales growth vs. 26% in 2024).
• Leadership Transition: Significant one-time costs associated with the departure of the former CEO (total termination payments approx. DKK 101.4 million) and the onboarding of the new CEO.
• Board Composition: Reduction in Board size from 12 to 9 members following the November 2025 Extraordinary General Meeting.
• Performance Metrics: The gender balance target for senior leadership was removed from STIP and LTIP targets as US operations were excluded from the global aspiration.
• Share Price: Share price decreased 32.4% during the LTIP 2023 performance period (from DKK 481.00 to DKK 325.25), reducing the value of vested shares.

Guidance, Outlook, and Risks

Management Commentary: Management describes 2025 as a year of "profound transformation" where resilience was tested. While the company served 45.6 million patients, financial and operational performance was reduced compared to the previous year. The new CEO has set a clear strategic direction for transformation.

Outlook and Targets:

• LTIP Tracking: Both LTIP 2024 and LTIP 2025 are currently tracking below targets for sales and operating profit growth.
• Innovation Pipeline: Key milestones achieved include US approval of the Wegovy Pill, submission of semaglutide 7.2 mg, and completion of the Akero acquisition. However, the EVOKE and EVOKE+ trials for SemaAD were not successful.
• Sustainability: CO2e emissions increased 19% in 2025, though the company maintains a net zero ambition.

Risks and Contingencies:

• Legal: The company confirmed coverage under its indemnification scheme for executives named in specified US class action litigations.
• Performance Risk: Variable compensation for 2025 and future years is contingent on meeting growth targets that are currently being missed.

Investor Verification Checklist

• Termination Costs: Verify the total cost of the former CEO's departure (approx. DKK 101.4 million in termination payments) and its impact on the 2025 P&L.
• LTIP Performance: Monitor the tracking of LTIP 2024 and 2025, which are currently below target, to assess future executive compensation liabilities.
• Share Price Volatility: Note the 32.4% share price decline during the 2023-2025 period and its effect on the value of share-based incentives.
• Regulatory Pipeline: Confirm the status of the Wegovy Pill and CagriSema approvals and their contribution to future revenue growth.
• ESG Metrics: Review the 19% increase in CO2e emissions and the company's plan to return to net zero targets.