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Viatris (VTRS) prices €650M 4.250% senior notes maturing 2033

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Viatris Inc. entered into an underwriting agreement to issue and sell €650,000,000 principal amount of 4.250% Senior Notes due 2033. The notes will be offered under an effective shelf registration on Form S-3, using a prospectus dated May 8, 2025 and a prospectus supplement dated June 12, 2026.

The offering is expected to close on June 17, 2026, subject to customary closing conditions. BNP Paribas, Citigroup Global Markets Limited and Goldman Sachs & Co. LLC are acting as representatives of the underwriters. The agreement includes customary representations, warranties and termination provisions.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal €650,000,000 Principal amount of 4.250% Senior Notes due 2033
Coupon rate 4.250% Interest rate on Senior Notes due 2033
Maturity year 2033 Stated maturity of Senior Notes
Registration form Form S-3 (File No. 333-287087) Shelf registration statement for the offering
Prospectus date May 8, 2025 Base prospectus date referenced for offering
Prospectus supplement date June 12, 2026 Prospectus supplement date for this notes offering
Expected closing date June 17, 2026 Expected closing of the notes offering
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Senior Notes financial
"to issue and sell €650,000,000 principal amount of its 4.250% Senior Notes due 2033"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Registration Statement on Form S-3 regulatory
"offered pursuant to a Registration Statement on Form S-3 (File No. 333-287087)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Prospectus Supplement regulatory
"a Prospectus Supplement dated June 12, 2026, to a Prospectus dated May 8, 2025"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
forward-looking statements regulatory
"This report includes statements that constitute “forward-looking statements” regarding the Offering"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K



CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 12, 2026



VIATRIS INC.
(Exact name of registrant as specified in its charter)



Delaware
001-39695
83-4364296
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

1000 Mylan Blvd., Canonsburg, PA 15317
(Address of principal executive offices)

(724) 514-1800
(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
VTRS
The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐



Item 8.01.
Other Events.

On June 12, 2026, Viatris Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters named in Schedule I thereto, for whom BNP PARIBAS, Citigroup Global Markets Limited and Goldman Sachs & Co. LLC are acting as representatives, to issue and sell (the “Offering”) €650,000,000 principal amount of its 4.250% Senior Notes due 2033 (the “Notes”). The Notes are being offered pursuant to a Registration Statement on Form S-3 (File No. 333-287087), which became effective upon filing, and a Prospectus Supplement dated June 12, 2026, to a Prospectus dated May 8, 2025. The Offering is expected to close on June 17, 2026, subject to customary closing conditions.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
 
Description
1.1
 
Underwriting Agreement relating to the Notes, dated June 12, 2026, between the Company and the several underwriters named therein, for whom BNP PARIBAS, Citigroup Global Markets Limited and Goldman Sachs & Co. LLC are acting as representatives.
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements.

This report includes statements that constitute “forward-looking statements” regarding the Offering, including the expected closing of the Offering and the expected timing thereof. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the risks detailed in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report other than as required by law.


SIGNATURE

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

Date: June 15, 2026
 
   
 
VIATRIS INC.
     
 
By:
/s/ Matthew Maletta
 
   
Matthew Maletta
Chief Legal Officer



FAQ

What type of securities is Viatris (VTRS) offering in this 8-K?

Viatris is offering €650,000,000 principal amount of 4.250% Senior Notes due 2033. These notes are part of a debt financing and are being sold through an underwriting syndicate under an effective shelf registration statement.

What is the interest rate and maturity of Viatris (VTRS) new notes?

The new Viatris notes carry a 4.250% interest rate and mature in 2033. This fixed-rate structure locks in the company’s borrowing cost over the life of the notes, providing long-term debt financing visibility.

How large is Viatris (VTRS) 2026 senior notes offering?

The offering size is €650,000,000 in principal amount of Senior Notes. This sizable euro-denominated issuance provides substantial long-term capital, with terms set out in a June 12, 2026 underwriting agreement with multiple global banks.

When is the Viatris (VTRS) senior notes offering expected to close?

The senior notes offering is expected to close on June 17, 2026, subject to customary closing conditions. Closing will follow the underwriting agreement’s requirements and is based on the prospectus and prospectus supplement cited in the filing.

Under what registration statement is the Viatris (VTRS) notes offering being made?

The notes are being offered under a Registration Statement on Form S-3, File No. 333-287087. That shelf registration became effective upon filing and is supplemented by a prospectus dated May 8, 2025 and a June 12, 2026 prospectus supplement.

Which banks are leading the Viatris (VTRS) senior notes offering?

BNP Paribas, Citigroup Global Markets Limited and Goldman Sachs & Co. LLC are acting as representatives of the underwriters. They are named in the underwriting agreement attached as an exhibit and are coordinating the distribution of the notes.

Filing Exhibits & Attachments

4 documents