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.

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

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

1,542,046.848 shares exercised/converted

Mixed 16 txns

Insider Smith Scott Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	92,503	$0.00	--
Exercise	Dividend Equivalent Units	8,713.65	$0.00	--
Exercise	Common Stock	92,503	$0.00	--
Tax Withholding	Common Stock	36,400	$14.71	$535K
Exercise	Common Stock	8,714	$0.00	--
Tax Withholding	Common Stock	3,429	$14.71	$50K
Exercise	Restricted Stock Units	135,828	$0.00	--
Exercise	Dividend Equivalent Units	18,153.199	$0.00	--
Grant/Award	Performance Restricted Stock Units(11)	1,286,849	$0.00	--
Exercise	Performance Restricted Stock Units	1,286,849	$0.00	--
Exercise	Common Stock	135,828	$0.00	--
Tax Withholding	Common Stock	53,449	$14.89	$796K
Exercise	Common Stock	18,154	$0.00	--
Tax Withholding	Common Stock	7,144	$14.89	$106K
Exercise	Common Stock	1,286,849	$0.00	--
Tax Withholding	Common Stock	506,376	$14.89	$7.54M

Holdings After Transaction: Restricted Stock Units — 92,503 shares (Direct); Dividend Equivalent Units — 8,714 shares (Direct); Common Stock — 1,281,172 shares (Direct); Performance Restricted Stock Units(11) — 1,286,849 shares (Direct); Performance Restricted Stock Units — 0 shares (Direct)

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

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 07:00 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

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.

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.