Viatris (VTRS) officer Enrietti exercises PRSUs and withholds shares for taxes

Rhea-AI Filing Summary

Viatris Inc officer Andrew Enrietti reported multiple equity award transactions. On March 3, 2026, he received a grant of 110,630 Performance Restricted Stock Units (PRSUs) and exercised the same number of PRSUs into common stock at a price of $0.00 per share.

On March 3 and March 4, 2026, restricted stock units and dividend equivalent units previously granted in 2023 and 2024 vested and were converted into common stock at $0.00 per share, while several blocks of common shares were withheld at prices of $14.89 and $14.71 per share to cover tax liabilities. After these transactions, his directly held common stock position was 208,308 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Enrietti Andrew

(Last) (First) (Middle)

1000 MYLAN BOULEVARD

(Street)

CANONSBURG PA 15317

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Viatris Inc [ VTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2026		X		11,531	A	$0	141,531	D
Common Stock	03/03/2026		F		5,094(1)	D	$14.89	136,437	D
Common Stock	03/03/2026		X		1,709(2)	A	$0	138,146	D
Common Stock	03/03/2026		F		744(3)	D	$14.89	137,402	D
Common Stock	03/03/2026		M		110,630	A	$0	248,032	D
Common Stock	03/03/2026		F		48,113(4)	D	$14.89	199,919	D
Common Stock	03/04/2026		X		13,568	A	$0	213,487	D
Common Stock	03/04/2026		F		5,901(5)	D	$14.71	207,586	D
Common Stock	03/04/2026		X		1,279(6)	A	$0	208,865	D
Common Stock	03/04/2026		F		557(7)	D	$14.71	208,308	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	03/03/2026		X			11,531	(8)	(8)	Common Stock	11,531	$0	0	D
Dividend Equivalent Units	$0	03/03/2026		X			1,708.1145(9)	(10)	(10)	Common Stock	1,708.1145	$0	0	D
Performance Restricted Stock Units (11)	$0	03/03/2026		A		110,630(11)		(12)	(12)	Common Stock	110,630	$0	110,630	D
Performance Restricted Stock Units	$0	03/03/2026		M			110,630	(12)	(12)	Common Stock	110,630	$0	0	D
Restricted Stock Units	$0	03/04/2026		X			13,568	(13)	(13)	Common Stock	13,568	$0	13,569	D
Dividend Equivalent Units	$0	03/04/2026		X			1,278.2776(9)	(14)	(14)	Common Stock	1,278.2776	$0	1,278(9)	D

Explanation of Responses:

1. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on March 3, 2023.

2. Fractional shares have been rounded up in connection with the settlement described in footnote 10 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

3. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the dividend equivalent units (DEUs) that accrued with respect to the RSUs previously granted on March 3, 2023.

4. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of the performance restricted stock units (PRSUs) granted on March 3, 2023.

5. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 4, 2024.

6. Fractional shares have been rounded up in connection with the settlement described in footnote 14 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

7. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the DEUs that accrued with respect to the RSUs previously granted on March 4, 2024.

8. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 11,531 of the RSUs granted on March 3, 2023 vested on March 3, 2024, 11,530 vested on March 3, 2025, and 11,531 vested on March 3, 2026.

9. Amount represents DEUs that accrued with respect to such RSUs in transactions exempt from Section 16 under Rule 16a-11.

10. Represents DEUs that accrued with respect to the RSUs previously granted on March 3, 2023 and vest on the same schedule as the underlying RSUs.

11. Amount includes DEUs that accrued with respect to the PRSUs previously granted on March 3, 2023 and vest on the same schedule as the underlying PRSUs. Fractional shares with respect to such DEUs were rounded up pursuant to the terms of the PRSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

12. Each PRSU represents the right to receive one share of common stock of Viatris. The PRSUs were initially granted on March 3, 2023, subject to the attainment of previously established three-year performance goals and a vesting period. The PRSUs vested on March 3, 2026.

13. Each RSU represents the right to receive one share of common stock of Viatris. 13,569 of the RSUs granted on March 4, 2024 vested on March 4, 2025, 13,568 vested on March 4, 2026, and 13,569 will vest on March 4, 2027.

14. Represents DEUs that accrued with respect to the RSUs previously granted on March 4, 2024 and vest on the same schedule as the underlying RSUs.

Remarks:

Chief Administrative and Transformation Officer

	/s/ Kevin Macikowski, by power of attorney	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Andrew Enrietti report for Viatris (VTRS)?

Andrew Enrietti reported exercises and vesting of restricted and performance stock units into Viatris common stock, plus share withholdings for taxes. The largest item was 110,630 Performance Restricted Stock Units converting into common shares, alongside multiple smaller RSU and dividend equivalent unit settlements.

How many Performance Restricted Stock Units did Enrietti receive at Viatris (VTRS)?

Enrietti received 110,630 Performance Restricted Stock Units, each representing the right to one Viatris common share. These PRSUs were granted subject to performance goals and subsequently vested and were exercised, converting into the same number of common shares at a stated price of $0.00 per share.

Were any of Andrew Enrietti’s Viatris (VTRS) share disposals open-market sales?

The reported disposals were coded as “F,” meaning shares were withheld to pay tax liabilities tied to vesting and settlement of RSUs, PRSUs, and dividend equivalent units. This indicates tax-withholding dispositions, not discretionary open-market sales by Enrietti.

What was Andrew Enrietti’s Viatris (VTRS) direct common stock holding after these transactions?

After the reported exercises, vestings, and tax-withholding dispositions, Enrietti directly held 208,308 shares of Viatris common stock. This figure reflects all the Form 4 transactions on March 3 and March 4, 2026, including conversions from equity awards and related share withholdings.

What role did dividend equivalent units play in Enrietti’s Viatris (VTRS) filing?

Dividend equivalent units accrued on previously granted RSUs and PRSUs and vested on the same schedule as the underlying awards. Some DEUs were exercised into common stock at $0.00 per share, and separate share withholdings covered associated tax liabilities from these DEU settlements.

Were Enrietti’s Viatris (VTRS) equity awards tied to specific grant dates?

Yes. Footnotes state that RSUs and PRSUs were originally granted on March 3, 2023 and March 4, 2024, with vesting tranches on March 3, 2024, March 3, 2025, March 3, 2026, and March 4, 2025 through March 4, 2027, when the units converted into Viatris common shares.