Viatris (VTRS) CEO nets shares as RSU and PRSU awards vest, taxes withheld

Rhea-AI Filing Summary

Viatris Inc. chief executive officer Scott Andrew Smith reported multiple equity award transactions involving restricted stock units, performance restricted stock units, dividend equivalent units, and common stock. On March 3, 2026, he received 1,286,849 Performance Restricted Stock Units as a grant and then exercised the same number of PRSUs into common shares at a price of $0.00 per share.

That same day, he also converted 135,828 restricted stock units and 18,153.1987 dividend equivalent units into common stock, and common shares were disposed of at $14.89 per share to satisfy tax liabilities associated with these vestings, including 506,376 shares withheld. On March 4, 2026, additional RSUs and dividend equivalent units granted on March 4, 2024 converted into common stock, with share withholding transactions at $14.71 per share to cover related tax obligations. After these transactions, Smith continued to hold over one million shares of Viatris common stock directly.

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^*

Smith Scott 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		M		135,828	A	$0	450,635	D
Common Stock	03/03/2026		F		53,449(1)	D	$14.89	397,186	D
Common Stock	03/03/2026		M		18,154(2)	A	$0	415,340	D
Common Stock	03/03/2026		F		7,144(3)	D	$14.89	408,196	D
Common Stock	03/03/2026		M		1,286,849	A	$0	1,695,045	D
Common Stock	03/03/2026		F		506,376(4)	D	$14.89	1,188,669	D
Common Stock	03/04/2026		M		92,503	A	$0	1,281,172	D
Common Stock	03/04/2026		F		36,400(5)	D	$14.71	1,244,772	D
Common Stock	03/04/2026		M		8,714(6)	A	$0	1,253,486	D
Common Stock	03/04/2026		F		3,429(7)	D	$14.71	1,250,057	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		M			135,828	(8)	(8)	Common Stock	135,828	$0	0	D
Dividend Equivalent Units	$0	03/03/2026		M			18,153.1987(9)	(10)	(10)	Common Stock	18,153.1987	$0	0	D
Performance Restricted Stock Units(11)	$0	03/03/2026		A		1,286,849(11)		(12)	(12)	Common Stock	1,286,849	$0	1,286,849	D
Performance Restricted Stock Units	$0	03/03/2026		M			1,286,849	(12)	(12)	Common Stock	1,286,849	$0	0	D
Restricted Stock Units	$0	03/04/2026		M			92,503	(13)	(13)	Common Stock	92,503	$0	92,503	D
Dividend Equivalent Units	$0	03/04/2026		M			8,713.6496(9)	(14)	(14)	Common Stock	8,713.6496	$0	8,714(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 April 1, 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 April 1, 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 April 1, 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). 135,829 of the RSUs granted on April 1, 2023 vested on March 3, 2024, 135,828 vested on March 3, 2025, and 135,828 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 April 1, 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 April 1, 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 April 1, 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. 92,503 of the RSUs granted on March 4, 2024 vested on each of March 4, 2025 and March 4, 2026 and 92,503 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.

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

What insider transactions did Viatris (VTRS) CEO Scott Andrew Smith report?

Viatris CEO Scott Andrew Smith reported vesting and settlement of restricted and performance stock units into common shares. The filing also shows related share-withholding dispositions used to cover tax liabilities tied to these equity awards, rather than open-market purchases or discretionary sales.

How many Performance Restricted Stock Units did the Viatris (VTRS) CEO receive and settle?

Scott Andrew Smith was granted 1,286,849 Performance Restricted Stock Units on March 3, 2026, then exercised the same 1,286,849 PRSUs into Viatris common stock at $0.00 per share. Footnotes state these units were originally granted in 2023 and vested upon meeting performance goals.

Were Viatris (VTRS) CEO share disposals open-market sales?

The reported disposals were not described as open-market sales. Footnotes explain they represent withholding of Viatris common stock to satisfy tax liabilities related to vesting and settlement of restricted stock units, dividend equivalent units, and performance restricted stock units granted under the company’s stock incentive plan.

What prices were used for Viatris (VTRS) CEO tax-withholding share dispositions?

Tax-withholding dispositions of Viatris common stock used prices of $14.89 and $14.71 per share, depending on the specific transaction date. These share withholdings occurred on March 3 and March 4, 2026, and were tied to the vesting and settlement of prior equity awards granted in 2023 and 2024.

How did restricted stock units affect Viatris (VTRS) CEO’s common share holdings?

Previously granted restricted stock units and dividend equivalent units converted into Viatris common stock at $0.00 per share as they vested. Although some shares were withheld to cover taxes, the net effect was an increase in directly owned common shares, with holdings remaining above one million shares after the transactions.

What role do dividend equivalent units play in Viatris (VTRS) CEO’s equity awards?

Dividend equivalent units accrued on Viatris restricted and performance stock units and vest on the same schedule as the underlying awards. When those units vested, they were converted into common shares, with some of the resulting stock withheld to satisfy tax liabilities, as described in the filing’s detailed footnotes.