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Viatris (NASDAQ: VTRS) exec’s 25K RSUs vest as stock is withheld at $16.23

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Viatris Inc (VTRS) reported that Chief Administrative and Transformation Officer Andrew Enrietti had restricted stock units (RSUs) and related dividend equivalent units (DEUs) granted on August 15, 2025 vest on August 15, 2026. On that date, 25,134 RSUs and 998.3636 DEUs were converted into common stock. To cover associated tax liabilities on the RSU and DEU settlements, 10,931 and 435 shares of common stock, respectively, were withheld at $16.23 per share. The filing notes that an additional 25,133 RSUs will vest on August 15, 2027 and 25,134 RSUs will vest on August 15, 2028, with DEUs vesting on the same schedule. The Rule 10b5-1 trading plan checkbox was left unchecked.

Positive

  • None.

Negative

  • None.
Insider Enrietti Andrew
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units F4 25,134 $0.00 $0.00
Exercise Dividend Equivalent Units F5, F6 998.3636 $0.00 $0.00
Exercise Common Stock 25,134 $0.00 $0.00
Tax Withholding Common Stock F1 10,931 $16.23 $177K
Exercise Common Stock F2 999 $0.00 $0.00
Tax Withholding Common Stock F3 435 $16.23 $7K
Holdings After Transaction: Restricted Stock Units — 50,267 shares (Direct); Dividend Equivalent Units — 1,997 shares (Direct); Common Stock — 234,444 shares (Direct)
Footnotes (6)
  1. F1. 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 August 15, 2025.
  2. F2. Fractional shares have been rounded up in connection with the settlement described in footnote 6 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.
  3. F3. 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 August 15, 2025.
  4. F4. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 25,134 of the RSUs granted on August 15, 2025 vested on August 15, 2026, 25,133 will vest on August 15, 2027 and 25,134 will vest on August 15, 2028.
  5. F5. Amount represents DEUs that accrued with respect to such RSUs in transactions exempt from Section 16 under Rule 16a-11.
  6. F6. Represents DEUs that accrued with respect to the RSUs previously granted on August 15, 2025 and vest on the same schedule as the underlying RSUs.
RSUs vested 25,134 shares RSUs granted on August 15, 2025 that vested on August 15, 2026
Future RSU vesting 2027 25,133 shares RSUs scheduled to vest on August 15, 2027 under the same award
Future RSU vesting 2028 25,134 shares RSUs scheduled to vest on August 15, 2028 under the same award
DEUs vested 998.3636 units Dividend equivalent units accrued on RSUs that vested on August 15, 2026
RSU tax withholding shares 10,931 shares Shares of common stock withheld to cover tax liability on RSU settlement
DEU tax withholding shares 435 shares Shares withheld to cover tax liability on DEU settlement
Tax withholding price $16.23 per share Price used for common stock withheld in code F transactions
RSUs remaining after vest 50,267 units Restricted stock units reported as remaining after the 25,134-unit vesting
Restricted Stock Units financial
"Each RSU represents the right to receive one share of common stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Dividend Equivalent Units financial
"Represents DEUs that accrued with respect to the RSUs previously granted"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
withholding of shares financial
"Represents withholding of shares of common stock for the tax liability"
Section 16 regulatory
"DEUs that accrued with respect to such RSUs in transactions exempt from Section 16"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Rule 16a-11 regulatory
"transactions exempt from Section 16 under Rule 16a-11"

FAQ

What insider equity activity did Viatris (VTRS) report for Andrew Enrietti on August 15, 2026?

On August 15, 2026, 25,134 RSUs and 998.3636 DEUs granted to Andrew Enrietti vested and were settled into Viatris common stock. The related filing also shows shares withheld to satisfy tax liabilities tied to these settlements.

How many Viatris (VTRS) restricted stock units vested for Andrew Enrietti in 2026 and what remains unvested?

On August 15, 2026, 25,134 RSUs vested for Andrew Enrietti. The award schedule states a further 25,133 RSUs will vest on August 15, 2027 and 25,134 RSUs on August 15, 2028, subject to the original terms.

How many Viatris (VTRS) shares were withheld for taxes in Andrew Enrietti’s Form 4?

Viatris reported withholding 10,931 shares of common stock for taxes on RSU vesting and 435 shares for taxes on DEU vesting. Both withholdings were priced at $16.23 per share, according to the transaction details and related footnotes.

What are dividend equivalent units (DEUs) in the Viatris (VTRS) Form 4 for Andrew Enrietti?

The filing explains that DEUs are units that accrued on RSUs in transactions exempt under Rule 16a-11. On August 15, 2026, 998.3636 DEUs linked to earlier RSU grants vested and were settled into Viatris common stock.

Were Andrew Enrietti’s Viatris (VTRS) transactions made under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not checked, meaning the reported vesting, conversions, and tax-withholding transactions were not affirmatively identified as being executed under a 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Enrietti Andrew

(Last)(First)(Middle)
1000 MYLAN BOULEVARD

(Street)
CANONSBURG PENNSYLVANIA 15317

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Viatris Inc [ VTRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/15/2026M25,134A$0244,811D
Common Stock08/15/2026F10,931(1)D$16.23233,880D
Common Stock08/15/2026M999(2)A$0234,879D
Common Stock08/15/2026F435(3)D$16.23234,444D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$008/15/2026M25,134 (4) (4)Common Stock25,134$050,267D
Dividend Equivalent Units$008/15/2026M998.3636(5) (6) (6)Common Stock998.3636$01,997(5)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 August 15, 2025.
2. Fractional shares have been rounded up in connection with the settlement described in footnote 6 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 August 15, 2025.
4. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 25,134 of the RSUs granted on August 15, 2025 vested on August 15, 2026, 25,133 will vest on August 15, 2027 and 25,134 will vest on August 15, 2028.
5. Amount represents DEUs that accrued with respect to such RSUs in transactions exempt from Section 16 under Rule 16a-11.
6. Represents DEUs that accrued with respect to the RSUs previously granted on August 15, 2025 and vest on the same schedule as the underlying RSUs.
Remarks:
Chief Administrative and Transformation Officer
/s/ Kevin Macikowski, by power of attorney08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)