Viatris (VTRS) CEO boosts equity stake with RSU vesting and new award

Rhea-AI Filing Summary

Viatris Inc Chief Executive Officer Scott Andrew Smith reported routine equity compensation activity. On March 6, 2026, 124,519 restricted stock units (RSUs) and 6,181.4237 dividend equivalent units (DEUs) were exercised into common stock, increasing his directly held share count to 1,329,326 shares.

To cover tax liabilities on these vestings, 48,999 and 2,433 shares of common stock were withheld at $14.1600 per share, which are non‑market dispositions. Smith also received a new grant of 256,074 RSUs, scheduled to vest in three equal installments of 85,358 units on March 6 of 2027, 2028, and 2029, and continues to hold 12,362 DEUs tied to earlier awards.

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)
03/06/2026

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	03/06/2026		M		124,519	A	$0	1,374,576	D
Common Stock	03/06/2026		F		48,999(1)	D	$14.16	1,325,577	D
Common Stock	03/06/2026		M		6,182(2)	A	$0	1,331,759	D
Common Stock	03/06/2026		F		2,433(3)	D	$14.16	1,329,326	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	03/06/2026		M			124,519	(4)	(4)	Common Stock	124,519	$0	249,036	D
Dividend Equivalent Units	$0	03/06/2026		M			6,181.4237(5)	(6)	(6)	Common Stock	6,181.4237	$0	12,362(5)	D
Restricted Stock Units	$0	03/06/2026		A		256,074		(7)	(7)	Common Stock	256,074	$0	256,074	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 6, 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 March 6, 2025.

4. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 124,519 of the RSUs granted on March 6, 2025 vested on March 6, 2026 and 124,518 will vest on each of March 6, 2027 and March 6, 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 March 6, 2025 and vest on the same schedule as the underlying RSUs.

7. Each RSU represents the right to receive one share of common stock of Viatris. 85,358 of the RSUs granted on March 6, 2026 will vest on each of March 6, 2027, March 6, 2028, and March 6, 2029.

	/s/ Kevin Macikowski, by power of attorney	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Viatris (VTRS) CEO Scott Andrew Smith report on this Form 4?

Viatris CEO Scott Andrew Smith reported routine equity compensation activity, not open-market trading. RSUs and dividend equivalent units vested and converted into common stock, with some shares withheld to pay taxes, and he also received a new multi-year restricted stock unit grant.

How many Viatris RSUs and DEUs vested for the CEO on March 6, 2026?

On March 6, 2026, 124,519 restricted stock units and 6,181.4237 dividend equivalent units vested for Viatris CEO Scott Andrew Smith. Each unit represents the right to receive one share of Viatris common stock, so these units converted into an equivalent number of common shares.

How many Viatris shares were withheld for taxes and at what price per share?

To satisfy tax obligations, 48,999 and 2,433 Viatris common shares were withheld in separate transactions. Both withholdings used a price of $14.1600 per share. These are tax-withholding dispositions to the company, not open-market stock sales by the CEO.

What new restricted stock unit grant did Viatris (VTRS) award to its CEO?

Viatris granted CEO Scott Andrew Smith 256,074 new restricted stock units on March 6, 2026. According to the filing, 85,358 of these RSUs are scheduled to vest on each of March 6, 2027, March 6, 2028, and March 6, 2029, subject to award terms.

How many Viatris common shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Scott Andrew Smith directly holds 1,329,326 shares of Viatris common stock. This total reflects the RSU and DEU conversions into shares, minus the portions withheld to cover tax liabilities in the Form 4 transactions.

What are dividend equivalent units (DEUs) in the Viatris CEO’s Form 4 filing?

Dividend equivalent units in this filing are units that accrued on outstanding RSUs, mirroring dividends on Viatris shares. 6,181.4237 such DEUs vested and converted into common stock, and 12,362 DEUs remain outstanding, vesting on the same schedule as the related RSU award.