Viatris (VTRS) 10-K/A risk factor changes: FY2023 vs FY2022

FORM [removed: 10-K/A]

[added: | |] For the Fiscal Year Ended December 31, [removed: 2022][added: 2023 |]

[added: | |] For the transition period from to [added: |]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of [added: Regulation]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in [added: Rule]

[removed: Rule] 12b-2

Indicate by check mark whether the registrant is a shell company (as defined in [added: Rule]

of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $12,662,127,991.][added: $11,936,712,582.]

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of [added: April 24, 2024 wa]

for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] originally filed on February [removed: 27, 2023] [added: 28, 2024] (the “Original Filing”).

We are filing this Amendment to include the information required by Part III and not included in the Original Filing, as we do not intend to file a definitive proxy statement for an annual meeting of shareholders within 120 days of the end of our fiscal year ended December 31, [removed: 2022.][added: 2023.]

As used in this Amendment, unless the context requires otherwise, the “Company”, “Viatris”, “our”, and “we” mean Viatris Inc. and its [removed: consolidated] subsidiaries, “NASDAQ” means The NASDAQ [removed: Global Select] Stock [removed: Market] [added: Market,] and “U.S. GAAP” means accounting principles generally accepted in the United States (“U.S.”).

strategic vision and potential [removed: divestitures] and [removed: acquisitions;] [added: announced divestitures, acquisitions, or other transactions;] the benefits and synergies of [added: such divestitures,] acquisitions, [removed: divestitures] or [removed: our global] [added: other transactions, or] restructuring [removed: program,] [added: programs,] future opportunities for the Company and its products and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy and payments, stock repurchases, debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, commitments, confidence in future results, efforts to create, enhance or otherwise unlock the value of our unique global platform, and other expectations and targets for future periods.

| | • | | the possibility that the Company may [removed: be unable to] [added: not] realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic [removed: initiatives;] [added: initiatives (including divestitures, acquisitions, or other potential transactions) or move up the value chain by focusing on more complex and innovative products to build a more durable higher margin portfolio;] |

| | • | | the possibility that the Company may be unable to achieve [added: intended or] expected benefits, [removed: synergies] [added: goals, outlooks, synergies, growth opportunities] and operating efficiencies in connection with [removed: acquisitions,] divestitures, [added: acquisitions, other transactions,] or [removed: its global] restructuring [removed: program,] [added: programs,] within the expected [removed: timeframe] [added: timeframes] or at all; |

| | • | | [added: goodwill or] impairment charges or other losses related to the divestiture or sale of businesses or [removed: assets;] [added: assets (including but not limited to announced divestitures that have not yet been consummated);] |

| | • | | the potential impact of public health outbreaks, epidemics and [removed: pandemics, including the ongoing challenges and uncertainties posed by the COVID-19 pandemic;] [added: pandemics;] |

| | • | | changes in relevant [removed: laws] [added: laws, regulations] and [removed: regulations,] [added: policies and/or the application or implementation thereof,] including but not limited to [removed: changes in] tax, healthcare and pharmaceutical [removed: laws and] [added: laws,] regulations [added: and policies] globally (including the impact of recent and potential tax reform in the [removed: U.S.);] [added: U.S. and pharmaceutical product pricing policies in China);] |

| | • | | the ability to [removed: attract] [added: attract, motivate] and retain key personnel; |

| | • | | any significant breach of data security or data privacy or disruptions to our information technology [added: (“IT”)] systems; |

financial measures, including adjusted [removed: EBITDA and] [added: EBITDA,] free cash [removed: flow,] [added: flow and gross leverage ratio,] are presented in order to supplement investors’ and other readers’ understanding and assessment of Viatris’ financial performance.

For the Year Ended December 31, [removed: 2022][added: 2023]

| ITEM 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#toc487324_1)] [added: Governance](#toc758146_1)] | | | 1 | |

| ITEM 11. | | [Executive [removed: Compensation](#toc487324_2)] [added: Compensation](#toc758146_2)] | | | [removed: 23] [added: 27] | |

| ITEM 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#toc487324_3)] [added: Matters](#toc758146_3)] | | | [removed: 51] [added: 57] | |

| ITEM 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#toc487324_4)] [added: Independence](#toc758146_4)] | | | [removed: 53] [added: 59] | |

| ITEM 14. | | [Principal Accounting Fees and [removed: Services](#toc487324_5)] [added: Services](#toc758146_5)] | | | [removed: 55] [added: 61] | |

| ITEM 15. | | [removed: [Exhibits](#toc487324_6)] [added: [Exhibits](#toc758146_6)] | | | [removed: 56] [added: 62] | |

| [Appendix A — Reconciliations of Non-GAAP Financial Measures [removed: (Unaudited)](#toc487324_8)] [added: (Unaudited)](#toc758146_8)] | | | | | A-1 | |

UNITED STATES

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S-T

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b).

12b-2

s 1,190,662,399

| | | | | |

10-K/A

| | • | | with respect to previously announced divestitures that have not been consummated, including the divestiture of substantially all of our over-the-counter business (“OTC Business”), such divestitures not being completed on the expected timelines or at all and the risk that the conditions set forth in the definitive agreements with respect to such divestitures will not be satisfied or waived; |

| | • | | with respect to previously announced divestitures, failure to realize the total transaction values for the divestitures and/or the expected proceeds for any or all such divestitures, including as a result of any purchase price adjustment or a failure to achieve any conditions to the payment of any contingent consideration; |

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| [Signature](#toc758146_7) | | | | | 63 | |

UN

TED STATES

Regulation S-T

April 24, 2023 was 1,199,008,181.

On November 16, 2020, Viatris, formerly known as Upjohn Inc., Mylan N.V. (“Mylan”) and Pfizer Inc. (“Pfizer”) consummated the combination of Mylan with Pfizer’s Upjohn business (the “Upjohn Business”) through a Reverse Morris Trust transaction (the “Combination”).

As a result of the Combination, Viatris held the combined Upjohn Business and Mylan business and Mylan ceased to exist as a separate legal entity after merging with and into Mylan II B.V., an indirect wholly owned subsidiary of Viatris.

In accordance with

Accounting Standards Codification 805, Business Combinations

, Mylan is considered the accounting acquirer of the Upjohn Business and all historical financial information of the Company prior to November 16, 2020 represents Mylan’s historical results and the Company’s thereafter.

| [Signature](#toc487324_7) | | | | | 57 | |

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April 24, [removed: 2023:][added: 2024:]

| Scott A. Smith | | [removed: 61] [added: 62] | | Chief Executive Officer (principal executive officer) |

| Rajiv Malik | | [removed: 62] | | [removed: President] | [added: | | | | | | | |]

| [removed: Sanjeev Narula] [added: Theodora (Doretta) Mistras] | | [removed: 62] [added: 42] | | Chief Financial Officer (principal financial officer) |

| Paul Campbell | | [removed: 56] [added: 57] | | Chief Accounting Officer and Corporate Controller (principal accounting officer) |

[removed: Scott] [added: | Scott] A. [added: Smith | | | | | | | | | | | | |]

His responsibilities include leading the daily management and the overall performance of the Company and executing on the strategies developed in collaboration with the [removed: Executive Chairman and the] Board of Directors of [removed: Viatris] [added: the Company] (the “Board”), among other responsibilities.

[removed: Additional] [added: Mr. Smith is also a member of the Board and additional] details regarding [removed: Mr. Smith’s] [added: his] background and experience can be found under the heading “Viatris’ Board of Directors” on page [removed: 9.][added: 13.]

Mr. [removed: Narula has] [added: Roman] served as Viatris’ [removed: Chief Financial Officer] [added: Global General Counsel] since the closing of the Combination on November 16, [removed: 2020.][added: 2020 and was named Chief Legal Officer on April 1, 2024.]

[removed: His] [added: Her] responsibilities include oversight of the global Finance Department, which includes corporate controllership, financial planning and analysis, internal audit, [added: Global Integrated Services,] and tax [added: and Treasury] functions, among others.

Mr. Campbell has served as Viatris’ Chief Accounting Officer and Corporate Controller since the closing of the [removed: Combination] [added: transaction pursuant to which Viatris, formerly known as Upjohn Inc., Mylan N.V. (“Mylan”) and Pfizer Inc. (“Pfizer”) consummated the combination of Mylan with Pfizer’s Upjohn business (the “Upjohn Business”) through a Reverse Morris Trust transaction (the “Combination”)] on November 16, 2020.

Before his appointment as Chief Accounting Officer in November 2015, Mr. Campbell served as Mylan’s Senior Vice [added: President and Controller beginning in May 2015, with responsibility for overseeing the company’s accounting and financial operations and reporting, and he previously held roles of increasing responsibility at Mylan since 2002.]

His responsibilities include oversight of the Company’s global legal organization, including securities, global contracts, labor and employment, [removed: global regulatory, business development, litigation, and intellectual property, among other areas.]

From July 2017 until the closing of the Combination, Mr. Roman was Mylan’s Global General Counsel, with similar [removed: responsibilities.][added: responsibilities for oversight of the global legal organization.]

[removed: Elisha W.][added: | Elisha Finney | | ✓ | | | | | | | | ✓ | | |]

[removed: James M.][added: | James Kilts | | | | ✓ | | | | | | ✓ | | |]

The Bylaws also provide that if a nominee for Director who is an incumbent is not elected and no successor has been elected at such meeting, the Director shall promptly tender [removed: his or her] [added: their] irrevocable resignation to the Board, such resignation to be effective upon acceptance by the Board.

Commencing with the [added: Company’s] 2023 [removed: Annual Meeting and at all subsequent] annual [removed: meetings] [added: meeting] of [removed: shareholders,] [added: shareholders (the “2023 Annual Meeting”),] the Board [removed: will be] [added: was] declassified and all Directors [removed: will be] [added: are] submitted for election at each annual meeting of shareholders.

[added: | W.] Don [removed: Cornwell, Harry A.][added: Cornwell | | ✓ | | | | ✓ | | | | | | |]

We are confident that the collective experience and expertise of our Directors enables the Board to effectively guide and oversee the management [removed: team.][added: team and the strategy of the Company.]

[removed: This] [added: The] flexibility [removed: benefits] [added: to make these decisions serves] the [added: interests of the] Company and its [removed: shareholders because] [added: shareholders, as] the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the [added: respective talents of the individual Directors and the] Company’s leadership team, [removed: strategy, challenges,] [added: strategic objectives,] and [added: challenges and] opportunities over time.

[removed: Our CEO] [added: Mr. Smith] is tasked with leading the daily management and performance of the business, which include, among other responsibilities, building and enhancing the Company’s commercial excellence and executing on its strategy to increase access to [added: quality] medicines and services through the Global Healthcare [removed: Gateway®.][added: Gateway® and further move up the value chain by focusing on more complex and innovative products to build a more durable higher margin portfolio, while continuing to explore opportunities to unlock shareholder value.]

The Board [removed: believes] [added: continues to believe] that Mr. Smith is [removed: best] [added: well] suited to lead the [removed: Company’s previously announced] [added: Company as it prepares to enter] Phase 2 [removed: (2024 and beyond)] [added: of its previously announced] strategy and [removed: execution and brings experience] that [added: his experience and expertise] positions him to manage the global nature and complexity of a business that we [removed: expect to return] [added: believe is on a path] to growth.

The Board [removed: also] believes that [removed: the] [added: its] current [removed: separation of the Chairman and] [added: leadership structure—Mr. Smith as] CEO [removed: roles provides] [added: and Ms. Higgins as independent Board Chair (the “Chair”)—provides] a clear delineation of responsibilities for each position and fosters greater accountability of management, which [removed: is particularly] [added: remain] critical given our [added: enduring] focus on execution and results, [removed: our reshaping initiatives and] [added: particularly as we prepare to enter Phase 2 of] our [added: previously announced] two-phased strategic vision.

| | • | | [removed: 8] [added: 9] out of [removed: 12] [added: 11] Directors are independent; |

| | • | | [removed: The Audit, Compliance, Compensation, Finance, Governance and Nominating, and Risk Oversight Committees] [added: Currently, all committees of the Board] are composed entirely of independent Directors (as defined in the applicable NASDAQ listing rules and applicable SEC rules), and Board approval of any appointment of members to the Audit, Compensation, [removed: Compliance, Governance and Nominating,] [added: Compliance] and Risk [removed: Oversight] [added: Oversight, and Governance and Sustainability] Committees must include an affirmative vote by at least a majority of the independent Directors; |

| | • | | The Board operates pursuant to Corporate Governance Principles, which are reviewed by the Governance and [removed: Nominating] [added: Sustainability] Committee at least annually; |

| | • | | The [added: Compliance and] Risk Oversight Committee assists the Board in its oversight of management’s efforts with respect to the Company’s enterprise risk framework, [removed: infrastructure] and [removed: controls, and corporate environmental] [added: infrastructure] and [removed: social responsibility matters.] [added: controls.] The Committee receives reports, including with respect to related risks, risk management, and relevant legislative, regulatory, and technical developments, from senior management on data security, cybersecurity, information security-related matters, [removed: corporate environmental and social responsibility matters,] certain litigation-related topics and other topics on at least a quarterly basis. The Board and its other committees also have important roles in the oversight of risk as described in more detail in “Risk Oversight” beginning on page [removed: 18;] [added: 23;] |

Viatris’ Board met [removed: nine] [added: eight] times in [removed: 2022.][added: 2023.]

In addition to meetings of the Board, Directors attended meetings of individual Board committees of which they were members, and all Directors attended greater than 75% of the aggregate of Board meetings and meetings of the committees of which they were a member in [removed: 2022.][added: 2023.]

The independent Directors of the Board met [removed: eight] [added: five] times in executive session in [removed: 2022,] [added: 2023,] with Mr. [removed: Parrish] [added: Parrish, the then Lead Independent Director,] presiding at those executive sessions.

[removed: Ten] [added: Twelve] Directors at the time of the [removed: 2022] [added: 2023] Annual [removed: Meeting] [added: Meeting, including the 11 Directors standing for re-election,] attended such meeting in person.

The committees of the Board [removed: include] [added: are] the Audit Committee, the Compensation Committee, the Compliance [added: and Risk Oversight] Committee, the Executive Committee, the Finance Committee, [added: and] the Governance and [removed: Nominating Committee, and the Risk Oversight] [added: Sustainability] Committee.

[added: Each committee operates pursuant to a written charter, a current copy of] which, along with our Amended and Restated Certificate of Incorporation, [added: the] Bylaws, and Corporate Governance Principles, is available on Viatris’ website at https://www.viatris.com/en/About-Us/Corporate-Governance.

[removed: All] [added: Currently, all] members of the [removed: Audit, Compliance, Compensation, Finance, Governance and Nominating, and Risk Oversight Committees,] [added: committees of the Board] are independent Directors, as defined in the applicable NASDAQ listing rules and applicable SEC rules.

Board approval of any Director appointment to the Audit, Compensation, [removed: Compliance, Governance and Nominating,] [added: Compliance] and Risk [removed: Oversight] [added: Oversight, and Governance and Sustainability] Committees must include at least a majority of the independent Directors.

The Board has determined that [removed: Mr.] [added: Richard] Mark, the Chair of the Audit Committee, is an “audit committee financial expert”, as that term is defined in the rules of the SEC.

Information regarding each of the committees is provided [added: below and] on the following pages, and pages [removed: 20] [added: 24] to [removed: 21] [added: 25] provide additional discussion of committee responsibilities with respect to risk oversight.

The table below provides the current membership (as of the date of this report) and [removed: 2022] [added: 2023] meeting information for each Board committee.

| [removed: Director] [added: Director(1)] | | Audit | | Compensation | | Compliance [added: and Risk Oversight Committee(3)] | | Executive | | Finance | | Governance and [removed: Nominating | | Risk Oversight] [added: Sustainability(3)] |

| Brian Roman | | 54 | | Chief Legal Officer |

| Dr. Corrine Le Goff | | 58 | | Chief Commercial Officer |

Doretta Mistras.

Ms. Mistras has served as Viatris’ Chief Financial Officer (“CFO”) since March 1, 2024.

Prior to joining the Company as of January 1, 2024 as CFO-elect, Ms. Mistras was Managing Director, Healthcare Investment Banking at Citigroup Global Markets from September 2019 to December 2023 and prior to that was Managing Director, Healthcare Investment Banking from 2016 to 2019 at Goldman Sachs, where she spent over 15 years in their investment banking healthcare group.

She has almost two decades of leadership, advisory and capital markets experience helping guide corporate boards and leadership teams on matters affecting corporate strategy, including business development, financial planning, corporate finance and investor relations.

Ms. Mistras has also advised leading healthcare corporations on a multitude of important financial and strategic decisions, including mergers and acquisitions (“M&A”), joint ventures, and capital markets transactions.

global regulatory, business development, litigation, and intellectual property, and, together with the Compliance and Risk Oversight Committee, overseeing the Company’s compliance function, among other areas.

Dr. Corinne Le Goff, Pharm D.

Dr. Le Goff has served as Chief Commercial Officer since April 15, 2024.

Her responsibilities include oversight of the Company’s global commercial function, including Developed Markets, Emerging Markets, Japan, Australia and New Zealand (“JANZ”) and Greater China.

As a result of this appointment, the Company’s President, JANZ and Emerging Markets and President, Greater China now report to Dr. Le Goff (and, as previously disclosed, the Company’s President, Developed Markets, departed from the Company effective as of April 1, 2024 as a result of an elimination of his position in connection with a realignment of the Company’s commercial function).

Prior to joining the Company, Dr. Le Goff held roles at biotechnology companies, most recently as President, Chief Executive Officer and Director of Imunon, Inc. (“Imunon”), a clinical stage biotechnology company, from July 2022 until March 2024, where she led an organizational turnaround and rebranding effort (Imunon was known as Celsion Corporation until September 2022).

Prior to Imunon, she was Chief Commercial Officer of Moderna, Inc. from January 2021 through January 2022 and served in various roles at Amgen Inc. from June 2015 to January 2021, including President of the U.S. business from March 2019 to January 2021, Senior Vice President of Global Product Strategy and Commercial Innovation from June 2018 to March 2019 and President of the Europe Region from June 2015 to May 2018.

Dr. Le Goff also held various positions within the Roche Group, a publicly traded Swiss multinational healthcare company, including President of Roche’s French affiliate from May 2012 to May 2015.

Dr. Le Goff has served on the board of directors of Longboard Pharmaceuticals Inc., a clinical-stage biopharmaceutical company since March 2021, most recently serving on that company’s Audit and Nominating and Corporate Governance Committees, and previously served on the boards of directors of EuroAPI S.A., which develops, manufactures, markets and distributes active pharmaceutical ingredients (“APIs”) and intermediates used in the formulation of medicines for human and veterinary use, from April 2022 to January 2023, Acticor Biotech SAS, a clinical stage biopharmaceutical company, from May 2022 to December 2023, and CFAO Group, a trading company, from October 2014 to October 2020.

Our Board members have key skills and experiences in the areas outlined below, among many other areas.

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| CEO and Public Company Management Experience Directors who have experience in management at public companies provide valuable expertise on managing interests held among diverse stakeholders, including, among others, employees, patients and shareholders | | ● | | ● | | ● | | | | | | ● | | ● | | ● | | ● | | ● | | ● | | 9/11 |

| Corporate Governance/Corporate Social Responsibility (CSR) Experience Directors with Corporate Governance/CSR experience are skilled in the successful operation of board oversight, cognizant of the impact that governance policies have on a public company and/or familiar with oversight of matters related to emerging social and environmental issues | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | | | ● | | ● | | ● | | 10/11 |

| Finance, Accounting and Capital Markets Experience Directors with a strong understanding of finance and accounting are essential for the Board to oversee our global financial reporting, internal controls, and capital structure, among other matters | | ● | | ● | | ● | | | | ● | | ● | | | | ● | | ● | | ● | | ● | | 9/11 |

| Global Business Experience Viatris has operations and facilities around the world and, as such, benefits from directors who have experience working for companies with multinational reach and who provide insight on unique opportunities, challenges, and requirements associated with working across international markets | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | 11/11 |

| Healthcare Industry Experience Directors with experience in the healthcare industry provide valuable perspectives to our Board and management team regarding a broad range of issues and opportunities facing the Company, including industry conditions, product research and development (“R&D”), supply chain, customers, sustainable access to medicine, product quality and patient safety, and marketing | | ● | | | | ● | | | | | | ● | | ● | | ● | | ● | | ● | | ● | | 8/11 |

| Human Capital Management Experience Attracting, developing and retaining talent globally are crucial to all aspects of the Company’s business, success, and strategy. We continue to build an inclusive and diverse culture that inspires leadership and accountability and encourages innovation. Directors with experience in succession planning, executive and/or director compensation, company culture and/or employee engagement (among other relevant areas) help to ensure that the Company’s culture reflects our mission and values | | ● | | ● | | ● | | | | | | ● | | | | ● | | | | ● | | ● | | 7/11 |

| Information Security Experience Experience in information security, data privacy, cybersecurity, or use of technology to facilitate business operations | | ● | | ● | | ● | | | | | | | | ● | | ● | | ● | | ● | | | | 7/11 |

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| Legal and Regulatory Oversight Experience We operate in an industry that is closely scrutinized and highly regulated. Directors who have experience navigating challenges associated with this environment provide valuable insight to our Board and management team | | ● | | ● | | | | ● | | | | | | | | ● | | | | | | | | 4/11 |

| Risk Oversight/Compliance Experience Pharmaceutical companies face a variety of complex opportunities, risks and compliance challenges. Directors who have experience monitoring and creating plans to address risk provide important insights that assist our Board and management in ensuring the long-term sustainability of our business | | | | ● | | ● | | ● | | ● | | | | ● | | ● | | ● | | ● | | ● | | 9/11 |

| Strategy and M&A Experience Viatris’ directors are responsible for developing the Company’s successful differentiated strategy, both organically and through strategic and opportunistic acquisitions | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | ● | | 11/11 |

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|  Director since 2020 Age: 76* Board Committees: • Audit • Compliance and Risk Oversight Independent Director | | W. Don Cornwell • Vice Chair (2009), Founder, Chairman and Chief Executive Officer (1988 - 2009), Granite Broadcasting Corporation • Chief Operating Officer (“COO”), Corporate Finance Department (1980 - 1988), Vice President, Investment Banking (1976 - 1988); joined the company in 1971, Goldman, Sachs & Co. Key Skills and Experience: • CEO and Public Company Management, Corporate Governance, Global Business, Finance, Accounting and Capital Markets, and Strategy and M&A Experience developed during his various executive roles, more specifically during his years at Goldman Sachs, where he engaged in public and private financing and advised M&A transactions for publicly traded and privately owned companies, and further advanced through his founding and leadership of Granite Broadcasting • Human Capital Management and Information Security Experience gained while serving as the COO of the Corporate Finance Department of the Investment Banking Division of Goldman Sachs where he was responsible for the management of the department including building the operational infrastructure—IT, document production, training and recruiting—while the department of over 150 investment banking professionals was experiencing significant staffing growth in response to a dramatic increase in the volume of transactions they were handling • Mr. Cornwell also brings Healthcare Industry and Legal and Regulatory Oversight Experience to the Board Other Current Public Company Boards: • American International Group, Inc. (NYSE: AIG) (since 2011), Director and member of the Audit and Nominating and Corporate Governance Committees Former Public Company Boards: • Natura & Co Holding S.A. (NYSE: NTCO) (2020 - 2023), Director and most recently member of the Corporate Governance Committee • Avon Products, Inc. (2002 - 2020 when acquired by Natura), Director • Pfizer Inc. (NYSE: PFE) (1997 - the closing of the Combination in 2020), Director and most recently Chair of the Regulatory and Compliance Committee and member of the Governance and Sustainability Committee Other Organizations: • Board of Trustees, Big Brothers Big Sisters of New York City • Vice Chairman of the Board of Directors, Blue Meridian Partners, a partnership of philanthropists that invests in strategies to impact social problems confronting young people and families in poverty * The Board, on the recommendation of the Governance and Sustainability Committee, has, in accordance with its Corporate Governance Principles, approved a waiver to the mandatory retirement age for Directors for Mr. Cornwell and determined that such waiver was in the best interests of the Company because of his continued extensive contributions to the Board and his knowledge and familiarity with the legacy Upjohn Business. |

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| Brian Roman | | 53 | | Global General Counsel |

| Andrew Cuneo | | 47 | | President, Japan, Australia and New Zealand (“JANZ”) and Emerging Markets |

| Anthony Mauro | | 50 | | President, Developed Markets |

| Xiangyang (Sean) Ni | | 54 | | President, Greater China |

| Robert J. Coury | | 62 | | Executive Chairman |

Rajiv Malik.

Mr. Malik has served as Viatris’ President since the closing of the Combination on November 16, 2020.

His responsibilities include the day-to-day operations of the Company, overseeing the Company’s commercial business units, the Medical, Information Technology and Quality functions, and Research & Development (“R&D”) and Operations.

Additional details regarding Mr. Malik’s background and experience can be found under the heading “Viatris’ Board of Directors” on page 7.

Sanjeev Narula.

Prior to the Combination, Mr. Narula served as Chief Financial Officer of Pfizer’s Upjohn division beginning in January 2019, with responsibility for oversight of finance, procurement and business technology for all functions of the business.

From January 2014 to January 2019, Mr. Narula served as Vice President, Finance for Pfizer’s Essential Health Business, with responsibility for finance, business development, financial planning and analysis, and the operating plan process and forecasting.

Mr. Narula also held several other financial leadership positions during his 16 years at Pfizer and Upjohn, including as the finance lead for the Primary Care Business Unit.

Prior to joining Pfizer, Mr. Narula held financial and operational leadership roles at American Express and Xerox.

President and Controller beginning in May 2015, with responsibility for overseeing the company’s accounting and financial operations and reporting, and he previously held roles of increasing responsibility at Mylan since 2002.

Mr. Roman has served as Viatris’ Global General Counsel since the closing of the Combination on November 16, 2020.

Andrew Cuneo.

Mr. Cuneo has served as President, JANZ since the closing of the Combination on November 16, 2020, and as President, JANZ and Emerging Markets since November 2022.

His responsibilities include oversight of the day-to-day operations in those regions.

From April 2017 until the closing of the Combination, Mr. Cuneo was Mylan’s President — Rest of World, with responsibility for executing on commercial objectives in more than 120 countries, including developed and emerging markets.

Mr. Cuneo joined Mylan in February 2009 and served as Head of Global Business Development until April 2017.

Previously, Mr. Cuneo served as Director of Merrill Lynch’s Global Healthcare Investment Banking Group.

Anthony Mauro.

Mr. Mauro has served as President, Developed Markets since the closing of the Combination on November 16, 2020.

His responsibilities include oversight of the commercial functions in more than 35 countries in North America and Europe, including sales and marketing strategies in those regions.

From January 2016 until the closing of the Combination, Mr. Mauro served as Chief Commercial Officer of Mylan, with responsibility for overseeing Mylan’s commercial businesses around the world.

Prior to 2016, Mr. Mauro served as Mylan’s President, North America beginning January 1, 2012.

He served as President of Mylan Pharmaceuticals Inc. from 2009 through February 2013.

Mr. Mauro previously served as Chief Operating Officer of Mylan Pharmaceuticals ULC in Canada, Vice President of North America Strategic Development, and Vice President of North America Sales.

Xiangyang (Sean) Ni.

Mr. Ni has served as President, Greater China since the closing of the Combination on November 16, 2020.

His responsibilities include oversight of the day-to-day operations in the region and overseeing the development and execution of the Company’s strategy in Greater China.

From March 2019 until the closing of the Combination, Mr. Ni served as Senior Vice President of Global Strategy, Business Development, and Commercial Development at Pfizer’s Upjohn division, with responsibility for corporate strategy, business development, global marketing, pricing and channel management, commercial operations, and commercial excellence.

He was Head of Established Brands, Global Product and Portfolio Strategy with AstraZeneca from July 2017 until February 2019, with responsibility for the global established brands portfolio based in the U.S. Prior to that, he was Vice President of Alliances and Business Development for AstraZeneca China from April 2014 until July 2017 and Executive Director, Strategic Planning and Business Development from February 2013 to April 2014.

Robert J.

Coury.

Mr. Coury has served as Viatris’ Executive Chairman since the closing of the Combination on November 16, 2020.

Mr. Coury leads the Board, leads the strategic direction of the Company with the Board and in collaboration with executive management, advises the management team on important ongoing business matters, including as they execute on the Company’s strategy to drive value creation, and

This Compensation Discussion and Analysis (“CD&A”) describes the [removed: compensation,] [added: compensation of our Named Executive Officers (“NEOs”) for 2023,] which continues to be closely linked to the Company’s performance [removed: objectives, of our Named Executive Officers (“NEOs”) for 2022.][added: objectives.]

[removed: We believe this result is an endorsement of the Company’s] [added: The Compensation Committee and Board’s] compensation philosophy [removed: and our] [added: for 2023 reflects the Company’s continued] focus on a performance-based, shareholder-value-focused business model [removed: that] [added: and] is intended to help ensure that Viatris continues to attract and retain high-performing [removed: executives.][added: executives given the highly competitive market for executive talent.]

| [removed: ] [added: ] | | [removed: ] [added: ] |

Short-term incentive [removed: compensation comprised] [added: compensation. Comprised] approximately 17% of [removed: 2022] [added: 2023] NEO target total [removed: compensation.][added: compensation (excluding Mr. Goettler).]

Drivers of our [removed: 2022] [added: 2023] short-term incentive results included:

| | • | | Above-target adjusted EBITDA and free cash flow for short-term incentive compensation purposes, driven by the focus and efforts of the Company’s management and the success of the Company’s cash optimization efforts. For more information on and the differences between how adjusted EBITDA and free cash flow are calculated for purposes of the Company’s [removed: 2022] [added: 2023] short-term incentive compensation and public reporting purposes, see “Elements of [removed: 2022] [added: 2023] Compensation [removed: — 2022] [added: – 2023] Annual Incentive Compensation Program [removed: —] [added: –] Annual Incentive Compensation [removed: Payouts] [added: Awards] for [removed: 2022”] [added: 2023”] on page [removed: 30.] [added: 33.] |

Long-term incentive compensation. [removed: Performance-based restricted stock units (“PRSUs”) are] [added: PRSUs that vested in 2024 were] subject to a free cash flow [added: metric, a leverage] metric and relative market performance metric [removed: (i.e.,] [added: (*i.e.,*] relative TSR using the S&P 500 Pharmaceutical Index, which is used as a modifier to determine the final payout percentage) over a three-year time period.

For more information on and the differences between how free cash flow [removed: is] [added: and leverage ratio are] calculated for purposes of [removed: the Company’s 2022] long-term incentive compensation and public reporting purposes, see [removed: “Elements of 2022 Compensation — 2022 Long-Term Incentive Compensation Programs — 2022 Three-Year PRSU Performance Metrics” on pages 31] [added: page 36] and [removed: 32.][added: Appendix A.]

Viatris’ management continues to execute on the strategic priorities [added: previously] outlined to shareholders and [removed: led the Company in achieving] [added: again achieved] several notable accomplishments in [removed: 2022.][added: 2023, furthering its strategic plan.]

In [removed: 2022,] [added: 2023,] Viatris delivered another four quarters of consistent, solid operational performance across all segments.

| | • | | Reported total revenues of [removed: $16.26] [added: $15.4] billion; U.S. GAAP net earnings of [removed: $2.08 billion;] [added: $54.7 million;] adjusted EBITDA of [removed: $5.78] [added: $5.1] billion; U.S. GAAP net cash provided by operating activities of [removed: $2.95 billion;] [added: $2.8 billion] and free cash flow of [removed: $2.55] [added: $2.4] billion. |

| | • | | [removed: Increased] [added: Maintained] the quarterly dividend payment [removed: to] [added: of] $0.12 per share. |

[removed: The Company has industry-leading science, regulatory] and manufacturing capabilities complemented by a strong commitment to quality and an unparalleled geographic footprint to deliver high-quality medicines.

[removed: This includes] [added: In 2023, this included] more than 3,000 scientists and medical professionals working across [removed: 12] [added: 11] development centers globally in multiple technology platforms and therapeutic areas, coupled with in-country regulatory expertise in 55 markets.

[removed: In 2022,] [added: During 2023,] Viatris [removed: advanced] [added: continued to advance] key development programs across complex injectables, novel products, complex generics, as well as [removed: progressing] [added: progressed] its efforts to establish a Phase III-ready eye care pipeline.

| | • | | [removed: Announced positive] [added: Positive] top-line results for [removed: the GA Depot] [added: Yupelri® (revefenacin)] Phase III [removed: clinical] trial [removed: with partner Mapi Pharma.] [added: in China.] |

[removed: Hiring of] Scott A.

[removed: Smith as New] [added: |] Chief Executive Officer [added: | | 6x |]

[removed: Smith to serve as the] [added: Michael Goettler,] Chief Executive [removed: Officer of] [added: Officer, departed from] the [removed: Company,] [added: Company] effective [removed: as of] April 1, 2023.

[removed: salary (pro-rated for 2023), and eligibility for an annual long-term incentive award with a target of 700% of base salary (800% for 2023).][added: | NEO | | Base Salary | | | | Target Annual Incentive | | | | Target Long-Term Incentive | | | | 2023 Total Target Compensation(1) | | |]

| | • | | Attract, Motivate, and Retain Highly-Skilled Executives. [removed: In order to] [added: To] attract and retain the leaders needed to drive execution of our ambitious goals, we provided market competitive compensation with an emphasis on performance-based, long-term incentives. We designed our compensation program to help ensure that the Company, shareholders, and other stakeholders continue to benefit from the talents of our leadership team and global workforce, while also recruiting new talent on an on-going basis in a highly competitive market for talent. | [added: |]

| | • | | Align with Shareholder Interests. We aligned executive compensation with shareholder interests by linking pay to the Company’s stated strategic priorities, long-term performance, and share price appreciation, including through the use of a relative TSR modifier for PRSUs in our long-term incentive plan and robust share ownership [removed: requirements (see “2022 Share Ownership Requirements” on page 34).] [added: requirements.] We believe this linkage helps drive long-term performance and encourages decision making to foster share price appreciation. | [added: |]

| | • | | Drive Company Performance. As described in more detail on pages [removed: 23] [added: 27] to [removed: 24,] [added: 28 and 31 to 37,] our [removed: 2022] [added: 2023] compensation program was designed with metrics carefully linked to our business strategies and financial goals. If the Company does not meet its [removed: short] [added: short-] and long-term objectives, executive pay is meaningfully impacted. | [added: |]

[removed: 2022] [added: 2023] Performance-Based Compensation Program

[removed: 2022] [added: 2023] Total Target Compensation

The chart below shows the target total direct compensation opportunity for each of our NEOs in [removed: 2022.][added: 2023.]

| [removed: NEO | | Base Salary | | | | Target Annual Incentive | | | | Target Long-Term Incentive | | |] [added: (1)] | [removed: 2022] [added: 2023] Total [removed: Target Compensation(1) | |] [added: Target Compensation equals the sum of base salary, target annual incentive, and target long-term incentive.] |

| Michael Goettler(2) | | | $1,300,000 | | | | $1,950,000 | | | | [removed: $9,100,000] [added: —] | | | | [removed: $12,350,000] [added: $3,250,000] | |

| Rajiv Malik | | | $1,200,000 | | | | [removed: $1,500,000 | | | | $7,200,000 | | | | $9,900,000] [added: $1,300,000] | |

| Sanjeev Narula | | | $850,000 | | | | [removed: $850,000 | | | | $3,400,000 | | | | $5,100,000] [added: $925,000] | |

| Anthony Mauro | | | $800,000 | | | | [removed: $920,000 | | | | $3,200,000 | | | | $4,920,000] [added: $860,000] | |

| Robert J. [removed: Coury] [added: Coury(1)] | | | $1,800,000 | | | | [removed: $2,700,000 | | | | $10,800,000 | | | | $15,300,000] [added: $1,950,000] | |

Considerations for Setting [removed: 2022] [added: 2023] Incentive Performance Goals

In setting annual and long-term incentive performance goals, the Compensation Committee considered a broad variety of data, including potential divestitures, industry forecasts, internal projections, demographic [added: data, advice from outside advisors, benchmarking data against the peer company medians, and the Company’s annual operating plan and strategies.]

The Compensation Committee also considered the variability and cyclicality of the business, noting that targets may increase or decrease from [removed: year-to-year] [added: year to year] due to factors impacting the business, such as market conditions, the regulatory environment, timing of product [removed: approvals, and both immediate and long-term strategic priorities of the business.]

Although the targets may vary from year-to-year, the Compensation Committee is committed to maintaining high levels of rigor [removed: and motivational impact on] [added: while motivating] the executive team and aligning with [removed: the Company’s] long-term [removed: strategy for] sustainable business development and [removed: its goal of creating] [added: shareholder] value [removed: for shareholders.][added: creation.]

[removed: 2022] [added: 2023] Peer Group

Although the competitive market for our executives is one factor the Compensation Committee considers when making compensation decisions, the [added: Compensation] Committee does not target the compensation of NEOs within a specific percentile of any set of peer companies and considers peer group and industry data along with many other factors when determining compensation.

Below is the peer group selected by the Compensation Committee for [removed: 2022,] [added: 2023,] with the advice of the [added: Compensation] Committee’s independent compensation consultant.

The Committee takes a number of considerations into account when choosing the peer group, including those companies that [removed: most] compete with the Company for executive talent.

Executive Summary

We were pleased to have received 86% approval for our shareholder advisory vote regarding NEO compensation at our 2023 Annual Meeting, which we believe validates our performance-based compensation philosophy, the then-announced transition of our leadership structure and *the phasing out of legacy compensation arrangements that we inherited from Pfizer and Mylan*.

In our discussions with shareholders, they expressed strong support for our simplified and performance-based compensation program going forward.

Following the conclusion of legacy management transitions that took place this year, *our compensation program no longer has any significant outstanding legacy arrangements*.

Although certain of these arrangements are reflected in our 2023 Summary Compensation Table, each matter was previously disclosed and, based on our discussions with shareholders, we believe was taken into account and reflected in prior shareholder advisory votes (including the 86% support last year).

Importantly, our transitional arrangements with Messrs.

Coury and Malik reflect the Company honoring past contractual and economic commitments without additional cash or equity compensation.

Moreover, in response to our discussions with shareholders in recent years, we increased the percentage of performance-based equity awards from 60% to 65%; eliminated legacy excise tax gross-ups; eliminated modified single-trigger severance arrangements; committed to no new fixed-term NEO employment agreements; discontinued tax equalization benefits; and committed to no longer provide strictly time-based cash retention awards except in extraordinary situations and in connection with new hires or supplemental retirement benefit agreements.

Our Compensation Structure is Approximately Two-Thirds Performance Based and Includes No Special Incentives

Our Compensation Committee has implemented a simple and performance-focused compensation program which, excluding arrangements which may be necessary in connection with onboarding new hires, is limited to base salary, a performance-based short-term incentive award and long-term incentive awards consisting of performance-based restricted stock units (“PRSUs”) and restricted stock units (“RSUs”).

For fiscal year 2023, 62% of NEO total target compensation was performance-based and 70% of NEO total target compensation was delivered as long-term equity.

In addition, our PRSUs are subject to a total shareholder return (“TSR”) performance modifier assessed over a three-year time frame relative to the S&P 500 Pharmaceutical Index.

Our first long-term PRSUs (awarded in 2021) that vested in 2024 were automatically reduced by 30% consistent with the design of the TSR modifier.

| | * | Excludes Mr. Goettler |

| --- | --- | --- |

Leadership Transitions

Executive Chairman Transition

In light of the leadership and oversight of the Executive Chairman in developing our comprehensive strategies for growth while streamlining the Company, the substantial success and progress on and overall performance with respect to the Company’s Phase 1 objectives, and in preparation for the Company’s move into Phase 2 of our strategic plan, the independent members of the Board believed it was an appropriate time to consider a transition to a more conventional Board leadership structure, which we had previously informed shareholders we would do at the appropriate time for the Company.

In 2023, the Board approached Robert J.

Coury, and Mr. Coury agreed, to transition to a new role as Chairman Emeritus and Senior Strategic Advisor from the conclusion of the 2023 Annual Meeting through the end of 2025 (the same period that Mr. Coury previously committed to the Company under his Executive Employment Agreement when Viatris was created).

In connection with this transition, Mr. Coury was treated as separating from employment for Good Reason for severance benefit purposes (as defined in, and pursuant to, his Executive Employment Agreement).

Importantly, our transitional arrangement with Mr. Coury involved the Company honoring past contractual and economic commitments without any additional grants of cash or equity compensation.

Other Executive Transitions

Rajiv Malik, President, retired from his executive role with the Company effective as of April 1, 2024.

To support the transition of Mr. Malik’s substantial operating responsibilities given his significant tenure with the Company and primary responsibility for operation of the Company’s complex manufacturing and commercial platform for over 15 years, and to assist the Company’s senior management team, the Board requested and Mr. Malik agreed to consult with the Company on operational matters.

Mr. Malik has also agreed to remain a member of the Board.

Mr. Malik will receive a pro rata bonus for 2024 reflecting his period of executive service and his currently outstanding equity awards will continue vesting during his service (or earlier upon certain qualifying terminations of Board or consulting services).

Mr. Malik was not granted any additional awards or other compensation for his consulting services.

Anthony Mauro, President, Developed Markets, departed from the Company effective as of April 1, 2024 as a result of an elimination of his position in connection with a realignment of the Company’s commercial

function.

Mr. Mauro received severance benefits equal to two times his base salary and target bonus, subject to a release of claims and other customary conditions.

Mr. Mauro will also receive a pro rata bonus for 2024 reflecting his period of executive service.

Unvested equity awards that Mr. Mauro held as of his separation were forfeited, unless otherwise provided in the applicable award agreements.

Sanjeev Narula, Chief Financial Officer, departed from the Company effective March 5, 2024.

Mr. Narula received severance benefits based on a termination without cause equal to two times his base salary and target bonus.

Mr. Narula will also receive a pro rata bonus for 2024 reflecting his period of executive service and is eligible to receive a pro rata portion of his PRSUs granted in 2022 and 2023 based on actual performance at the end of the applicable performance period.

Other unvested equity awards that Mr. Narula held as of his separation were forfeited.

Mr. Goettler received a pro rata bonus for 2023 reflecting his period of executive service and severance benefits based on a termination without cause equal to two and a half times his base salary and target bonus.

Unvested equity awards that Mr. Goettler held as of his separation were forfeited.

| | • | | Paid down approximately $1.25 billion of debt. |

Strong Say-on-Pay Support in 2022

Our shareholders expressed strong support for our compensation programs at our 2022 Annual Meeting, and we received approximately 90.7% approval for our shareholder advisory vote regarding executive compensation.

We believe that the say-on-pay support in 2022 is evidence of our responsiveness to shareholder feedback, and we will continue to engage regularly with shareholders for their input.

Conclusion of Certain Legacy Compensation Payouts and Future Commitments

Impact of Legacy Matters on 2022 Compensation.

The Summary Compensation Table for 2022 reflects certain legacy retention payments for Messrs.

Malik and Mauro relating to their legacy Transition and Succession Agreements with Mylan Inc. that were previously disclosed in the Company’s 2021 and 2022 proxy statements (among other filings).

To incentivize Mr. Malik and Mr. Mauro to remain with Viatris in light of their importance to the launch, integration, leadership, and operation of Viatris, as well as development and execution of strategies going forward, and because of their existing Transition and Succession Agreement severance rights, Viatris entered into a retention agreement with each pursuant to which each earned the value of the separation benefit under his respective Transition and Succession Agreement.

Demonstration of Our Commitment.

Although it is common among peer companies, we did not provide a cash-based retention award to Mr. Smith, who joined Viatris as CEO in April 2023.

In doing so, we believe our Compensation Committee demonstrated its willingness to accept feedback from shareholders in making executive compensation determinations.

Our Continued Performance-Based Approach to Compensation

Viatris has carefully selected its compensation-related performance metrics to align with the strategic priorities that the Company has previously outlined to its shareholders.

When it was formed in November 2020, Viatris laid out a clear and deliberate strategy to build a highly diversified company with multiple capabilities spanning numerous geographies and therapeutic areas.

Under the leadership of the Board along with management, we established a two-phased roadmap that detailed and emphasized our strategic priorities to deliver value to our shareholders.

In Phase 1 of its strategy (2020-2023), the Company has focused on commercial performance and profitability to generate strong cash flows that could be used to return capital to shareholders.

Phase 1 also includes a global reshaping initiative designed to stabilize the business, unlock trapped value and provide the financial flexibility to deliver on our vision.

Phase 1 has focused on building a strong foundation and setting us up for Phase 2 (2024 and beyond), which is expected to be a period of renewed growth and leadership in our sector.

2022 Pay-for-Performance Pay Mix

Our 2022 compensation program consisted of base salary, performance-based annual incentive awards, and performance-based long-term incentive awards subject to financial metrics and a relative total shareholder return (“TSR”) modifier.

There is strong alignment of pay and performance in our program, with approximately 71% of total target compensation delivered in the form of long-term equity and approximately 63% of total target compensation subject to performance conditions.

Summary of 2022 Incentive Compensation Pay Outcomes

In 2022, our management team’s operational execution resulted in short-term incentive payouts above target.

| --- | --- | --- | --- |

Although we believe that Viatris stock is significantly undervalued and this modifier is measured on a three-year time frame, at the relevant stock price as of the close of business (5:00 p.m.

Eastern Time) on April 21, 2023, any payouts of PRSUs vesting in 2024 would be automatically reduced by 30%.

| | • | | Captured an additional approximately $250 million (approximately $750 million since the beginning of 2021) in synergies due to integration efforts. |

| | • | | Paid down approximately $3.3 billion of debt, exceeding the 2022 target of approximately $2 billion. |

| | • | | Exited substantially all transition services agreements with Pfizer. |

| | • | | Paid approximately $580 million in dividends. Since the beginning of 2021, the Company has returned nearly $1 billion to shareholders through dividend payments. |

| | • | | Completed approximately $250 million in share repurchases in January and February 2023 as part of its previously announced $1 billion stock repurchase program that the Board authorized. |

| | • | | Completed the Biocon Biologics Transaction; received a $2 billion cash payment, adjusted as set forth in the agreement, and approximately $1 billion of compulsory convertible preferred shares representing a stake of approximately 12.9% (on a fully diluted basis) in Biocon Biologics. |

| | • | | Established an eye care division in early 2023 in conjunction with the acquisitions of Oyster Point Pharma and Famy Life Sciences. |

| | • | | Received U.S. Food and Drug Administration (“FDA”) approvals of Fingolimod and Levothyroxine Oral Solution. |

| | • | | Expanded first-to-market opportunities of complex injectables with generics of Sandostatin® LAR Depot, Ozempic® and Abilify Maintena®. |

| | • | | Initiated Phase III trials for Effexor® Generalized Anxiety Disorder in Japan. |

| | • | | Achieved FDA acceptance of the new drug application review for the reversal of mydriasis program and was granted a Prescription Drug User Fee Act date of September 28, 2023. |

| | • | | Started enrollment in the first pivotal Phase III trial for presbyopia. |

| | • | | Made more than 100 additional submissions globally in 2022. |

| | • | | Has 10 products under review with the health authorities in China, including complex products, such as generic Symbicort®. |

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of April 24, [removed: 2023] [added: 2024] by (i) each Viatris Director, (ii) each NEO, and (iii) all Directors and executive officers of [removed: Viatris Inc. as a group (based on 1,199,008,181 shares of common stock of Viatris Inc. outstanding as of such date).]

A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of April 24, [removed: 2023.][added: 2024.]

To Viatris’ knowledge, the persons in the following table have sole voting and investment power, either directly or through one or more entities controlled by such person, with [added: respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below.]

As noted above, each Non-Employee Director has five years from [removed: his or her] [added: their] start date to attain compliance with our Stock Ownership Guidelines.

| Name of Beneficial Owner | | Amount [removed: and Nature of Beneficial Ownership] [added: and Nature of Beneficial Ownership] | | | | [removed: Options Exercisable and Restricted Shares Vesting within] [added: Options Exercisable and Restricted Shares Vesting within] 60 days | | | | Percent of Class | | |

| W. Don Cornwell | | | [removed: 42,510] [added: 61,365] | | | | — | | | | * | |

| JoEllen Lyons Dillon | | | [removed: 59,877] [added: 58,732] | [removed: (1)] [added: (3)] | | | [removed: 24,780] [added: 21,806] | | | | * | |

| Elisha [removed: W.] Finney | | | [removed: —] [added: 18,855] | | | | — | | | | * | |

| Michael [removed: Goettler(2)] [added: Goettler(4)] | | | 321,653 | | | | — | | | | * | |

| James [removed: M.] Kilts | | | [removed: 98,590] [added: 117,445] | | | | — | | | | * | |

| Richard [removed: A.] Mark | | | [removed: 53,478] [added: 72,333] | | | | 12,260 | | | | * | |

| Sanjeev [removed: Narula] [added: Narula(9)] | | | [removed: 73,877] [added: 216,007] | | | | — | | | | * | |

| Scott A. Smith | | | [removed: —] [added: 85,350] | | | | — | | | | * | |

| All directors and executive officers as a group [removed: (18 persons)(6)] [added: (15 persons)(10)] | | | [removed: 3,624,728] [added: 2,590,770] | | | | [removed: 1,041,433] [added: 541,118] | | | | * | |

| [removed: *(1)*] [added: *(3)*] | *Includes 18 shares [removed: of common stock] held by Ms. Dillon’s spouse.* |

| [removed: *(2)*] [added: *(4)*] | *Mr. Goettler ceased to serve as the Company’s CEO and ceased to serve on the [removed: Board] [added: Board, in each case,] effective as of April 1, 2023.* |

| [removed: *(3)*] [added: *(5)*] | *Includes 74,000 shares [removed: of common stock] held by Ms. Higgins’ spouse.* |

| [removed: *(4)*] [added: *(6)*] | *Includes 460,319 shares held in an irrevocable trust for the benefit of Mr. Malik’s spouse and children.* |

| [removed: *(5)*] [added: *(8)*] | *Includes 5,574 shares held in Mr. Mauro’s 401(k) account.* |

| [removed: *(6)*] [added: *(10)*] | *Includes the [removed: 14] [added: 12] individuals other than [removed: Mr. Goettler] [added: Messrs. Coury, Goettler, Mauro and Narula] set forth above as well as [removed: Messrs. Campbell, Cuneo, Ni,] [added: Mses. Mistras] and [removed: Roman.*] [added: Le Goff and Mr. Campbell.*] |

The following table lists the names and addresses of shareholders known to management to own beneficially more than five percent of the shares of common stock of Viatris as of April 24, [removed: 2023] [added: 2024] (based on [removed: 1,199,008,181] [added: 1,190,662,399] shares of common stock of Viatris Inc. outstanding as of such date):

| Name and Address of Beneficial Owner | | Amount [removed: and Nature] [added: and Nature] of [removed: Beneficial Ownership] [added: Beneficial Ownership] | | | | Percent [removed: of Class] [added: of Class] | | |

| The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 | | | [removed: 149,318,666] [added: 142,262,690] | (1) | | | [removed: 12.5%] [added: 11.9%] | |

| State Street [removed: Corporation,] [added: Corporation] State Street Financial Center, One [removed: Lincoln] [added: Congress] Street, [added: Suite 1,] Boston, MA [removed: 02111] [added: 02114-2016] | | | [removed: 61,903,672] [added: 61,969,119] | [removed: (3)] [added: (4)] | | | 5.2% | |

| *(1)* | *Based on the Schedule 13G/A filed by The Vanguard Group with the SEC on February [removed: 9, 2023,] [added: 13, 2024,] The Vanguard Group has sole voting power over 0 shares of common stock, shared voting power over [removed: 1,715,541] [added: 1,620,666] shares of common stock, sole dispositive power over [removed: 144,160,776] [added: 136,880,832] shares of common stock and shared dispositive power over [removed: 5,157,890] [added: 5,381,858] shares of common stock.* |

| *(2)* | *Based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on January [removed: 31, 2023,] [added: 26, 2024,] BlackRock, Inc. has sole voting power over [removed: 84,252,775] [added: 82,732,122] shares of common stock, shared voting power over 0 shares of common stock, sole dispositive power over [removed: 93,214,306] [added: 92,337,568] shares of common stock and shared dispositive power over 0 shares of common stock.* |

| [removed: *(3)*] [added: *(4)*] | *Based on the Schedule [removed: 13G] [added: 13G/A] filed by State Street Corporation with the SEC on [removed: February 7, 2023,] [added: January 30, 2024,] State Street Corporation has sole voting power over 0 shares of common stock, shared voting power over [removed: 55,918,143] [added: 40,564,300] shares of common stock, sole dispositive power over 0 shares of common stock and shared dispositive power over [removed: 61,896,570] [added: 61,923,920] shares of common stock.* |

Viatris Inc. as a group (based on 1,190,662,399 shares of common stock of Viatris Inc. outstanding as of such date).

| Robert J. Coury(1) | | | 632,447 | | | | 4,307,776 | (2) | | | * | |

| Leo Groothuis | | | 22,146 | | | | — | | | | * | |

| Melina Higgins | | | 176,236 | (5) | | | 21,806 | | | | * | |

| Harry Korman | | | 89,806 | | | | 13,949 | | | | * | |

| Rajiv Malik | | | 1,455,798 | (6) | | | 373,903 | | | | * | |

| Anthony Mauro(7) | | | 248,618 | (8) | | | 169,899 | | | | * | |

| Mark Parrish | | | 121,418 | | | | 21,806 | | | | * | |

| Brian Roman | | | 157,142 | | | | 36,806 | | | | | |

| *(1)* | *As previously disclosed, Mr. Coury ceased to be a director and to serve as an officer and employee of the Company, in each case, effective as of the conclusion of the 2023 Annual Meeting.* |

| *(2)* | *Includes RSUs that are vested and will be settled on or about June 17, 2024.* |

| *(7)* | *Mr. Mauro departed from the Company effective as of April 1, 2024.* |

| *(9)* | *Mr. Narula ceased to serve as the Company’s CFO effective as of March 1, 2024.* |

| --- | --- |

| BlackRock, Inc., 50 Hudson Yards, New York, NY 10001 | | | 92,337,568 | (2) | | | 7.8% | |

| Davis Selected Advisers, L.P. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756 | | | 62,661,728 | (3) | | | 5.3% | |

| --- | --- |

| --- | --- |

| *(3)* | *Based on a Schedule 13G filed by Davis Selected Advisers, L.P. with the SEC on February 9, 2024, Davis Selected Advisors, L.P. has sole voting power of 61,054,564 shares of common stock, shared voting power over 0 shares of common stock and no voting power over 1,607,164 shares of common stock, sole dispositive voting power of 62,661,728 shares of common stock and shared dispositive voting power of 0 shares of common stock.* |

| --- | --- |

| --- | --- |

respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below.

| Robert J. Coury | | | 1,174,515 | | | | 204,963 | | | | * | |

| Melina Higgins | | | 157,381 | (3) | | | 31,403 | | | | * | |

| Harry A. Korman | | | 70,951 | | | | 26,504 | | | | * | |

| Rajiv Malik | | | 1,111,815 | (4) | | | 408,292 | | | | * | |

| Anthony Mauro | | | 345,904 | (5) | | | 181,908 | | | | * | |

| Mark W. Parrish | | | 102,563 | | | | 24,780 | | | | * | |

| Pauline van der Meer Mohr | | | 40,245 | | | | 13,949 | | | | * | |

| BlackRock, Inc., 55 East 52nd Street, New York, NY 10055 | | | 93,214,306 | (2) | | | 7.8% | |

Based on a review of any transactions between Viatris and its Directors and executive officers, their immediate family members, and their affiliated entities, Viatris has determined that since the beginning of [removed: 2022,] [added: 2023,] it was or is to be a participant in the following transactions in which the amount involved exceeds $120,000 and in which any of Viatris’ Directors, executive officers, or greater than five percent shareholders, or any of their immediate family members, had or will have a direct or indirect material interest:

Coury, [removed: Executive Chairman,] [added: a director] and [added: executive officer of the Company until December 15, 2023, and] TCF is beneficially owned by brothers and trusts on behalf of brothers and children of Mr. Coury.

However, where required by law, TCF will continue to receive commissions directly from certain other benefit plan carriers, and in [removed: 2022] [added: 2023] and [removed: early 2023,] [added: through April 24, 2024,] received payments totaling approximately [removed: $165,000] [added: $60,000] in commissions for these services directly from the insurance carriers (including [added: payments for 2022 business paid in 2023).]

[added: In 2023,] Ms. Campbell [removed: earned approximately $360,000 in compensation from Viatris in 2022 (consisting of base salary, an annual short-term incentive bonus, amounts realized from the exercise or vesting of long-term incentive awards and miscellaneous other benefits) and in 2023 will receive] [added: received] an annual short-term cash incentive bonus of approximately $93,000 [added: and deferred compensation and salary payments of approximately $7,000, in each case] related to work performed in [removed: 2022] [added: 2022, payment of approximately $21,000 for previously accrued but unused vacation days,] and standard Company severance payments of approximately $166,000.

Mr. [removed: Malik is an] [added: Malik, a director and former] executive officer of the [removed: Company and] [added: Company,] was party to an employment agreement with Mylan Inc., which contained standard indemnification provisions, and is currently party to a standard indemnification agreement with the Company.

The Company has made payments to counsel to Mr. Malik of approximately [removed: $650,000] [added: $470,500] from January 1, [removed: 2022] [added: 2023] through April 24, [removed: 2023] [added: 2024] for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters.

The Company anticipates making additional payments of approximately [removed: $500,000] [added: $205,500] in [removed: 2023] [added: 2024] for ongoing services to be provided to Mr. Malik in connection with such matters.

Viatris has a written related party transactions policy that establishes guidelines for reviewing and approving, as appropriate, transactions involving any Director, nominee for Director, “officer” (as defined in Rule 16a-1(f) of the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”)) (“Section 16 Officer”),] [added: Act),] person known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, or person known by the Company to be an immediate family member of any such person in which (1) the amount involved will or may be expected to exceed $100,000; (2) Viatris or an affiliate of Viatris is or will be a participant; and (3) any related party has or will have a direct or indirect material interest.

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, Ms. Finney, [added: Mr. Groothuis,] Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, [removed: Mr. Parrish,] and [removed: Ms. van der Meer Mohr] [added: Mr. Parrish] are independent Directors under the applicable NASDAQ listing rules.

In making these determinations, the Board considered, with respect to Mr. Cornwell’s independence, that Mr. Cornwell’s son was a partner of PJT Partners (“PJT”) until January 2023 when he became a member of its [removed: board of directors.]

PJT served as a financial advisor to [removed: Mylan] [added: Viatris] in connection with the [removed: Combination] [added: transaction between Viatris] and [removed: the] Biocon Biologics [removed: Transaction.][added: Limited pursuant to which Viatris contributed its biosimilars portfolio to Biocon Biologics Limited.]

Mr. Cornwell’s son was not involved in PJT’s work related to [removed: either the Combination or the Biocon Biologics Transaction.][added: such transaction.]

The Board determined that any such past arrangements, transactions or relationships would not interfere with the exercise of independent judgment by [removed: Mr. Cornwell, Mr. Korman or Mr. Mark in carrying out his respective responsibilities as a Director of Viatris.][added: Messrs.]

[removed: Coury, Malik,] [added: Malik] and Smith are not independent Directors under applicable NASDAQ listing rules.

[removed: Viatris’] [added: The] Board had previously determined that [removed: Mr. Dimick,] [added: Pauline van der Meer Mohr,] who served on the Board until December [removed: 28, 2022,] [added: 15, 2023,] was independent under the applicable NASDAQ listing rules.

Mr. [removed: Goettler,] [added: Coury,] who served on the Board until [removed: April 1,] [added: December 15,] 2023, and Mr. [removed: Read,] [added: Goettler,] who served on the Board until [removed: December 28, 2022,] [added: April 1, 2023,] were not independent Directors under applicable NASDAQ listing rules.

Commencing on September 1, 2023, the parties further extended this agreement through December 31, 2026 on substantially the same terms.

board of directors.

With respect to Mr. Groothuis, the Board considered his prior service to Mylan and the Company at NautaDutilh, an international law firm, where he was a partner until May 2022.

Cornwell or Groothuis in carrying out his respective responsibilities as a Director of Viatris.

payments for 2021 business paid in 2022).

The parties expect to extend the agreement on substantially the same terms prior to its expiration.

Upon her departure, all of her unvested equity awards were forfeited.

With respect to Mr. Korman’s independence, the Board considered (a) Mr. Korman’s past employment by Mylan Inc. from 1996 through July 2014 and his prior consulting services for Mylan Inc. from July 2014 to July 1, 2015 and (b) that Mr. Korman’s son had a paid internship with a Mylan subsidiary during the summer of 2019.

With respect to Mr. Mark, the Board considered his prior service as a partner at Deloitte, Viatris’ independent registered public accounting firm.

Deloitte served as Viatris’ independent registered public accounting firm during [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and audited Viatris’ financial statements for the fiscal years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Details about the nature of the services provided by, and fees Viatris paid to, Deloitte and affiliated firms for such services during [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are set forth below.

| | | [added: In Millions] | | | | [removed: In Millions] | | |

| Audit Fees(1) | | $ | [removed: 15.41] [added: 18.03] | | | $ | [removed: 12.29] [added: 15.41] | |

| [removed: Audit Related] [added: Audit–Related] Fees(2) | | | [removed: 0.35] [added: 0.28] | | | | [removed: 0.19] [added: 0.35] | |

| Tax Fees(3) | | | [removed: 0.15] [added: 1.82] | | | | [removed: 0.27] [added: 0.15] | |

| All Other [removed: Fees(4)] [added: Fees] | | | — | | | | [removed: 0.10] [added: —] | |

| Total Fees | | [removed: $] [added: $] | [removed: 15.91] [added: 20.13] | | | [removed: $] [added: $] | [removed: 12.85] [added: 15.91] | |

| *(2)* | *Represents fees for assurance services related to the audit of the Company’s annual consolidated financial statements, including [removed: statutory] audits of certain of the Company’s subsidiaries, comfort letters, certain SEC filings and other agreed-upon procedures.* |

All services performed by Deloitte during [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were pre-approved by the Audit Committee in accordance with its pre-approval policy.

| | | 2023 | | | | 2022 | | |

| --- | --- |

| | | | | | | | | |

| | | 2022 | | | | 2021 | | |

| *(4)* | *Represents fees related primarily to advisory services.* |

| 31.1 | | [Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312523127172/d487324dex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312524118165/d758146dex311.htm)] |

| 31.2 | | [Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312523127172/d487324dex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312524118165/d758146dex312.htm)] |

| Date: April [removed: 28, 2023] [added: 26, 2024] | | VIATRIS INC. | | |

| | | | | [removed: Sanjeev Narula] [added: Theodora Mistras] Chief Financial Officer *(Principal Financial Officer)* |

Adjusted EBITDA for purposes of the [removed: 2022] [added: 2023] annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for [removed: 2022] [added: 2023] (“as reported”), except that the calculation for the [removed: 2022] [added: 2023 annual] incentive program (“for [removed: 2022] [added: 2023] annual incentive compensation”) utilized [added: 2023] budgeted foreign exchange rates (“currency impact”) and further adjusts for [removed: unbudgeted] [added: acquired] IPR&D costs and the [removed: December 2022 results] [added: impact] of [removed: the divested biosimilars business.][added: divestitures.]

| (in millions) | | Year ended December 31, [removed: 2022] [added: 2023] | | |

| U.S. GAAP net earnings | | [removed: $] | [removed: 2,079] [added: $55] | |

| [removed: Add/(deduct)] [added: Add] adjustments: | | | | |

| Income tax provision | | | [removed: 735] [added: 148] | |

| Interest expense(a) | | | [removed: 592] [added: 573] | |

| Depreciation and amortization(b) | | | [removed: 3,028] [added: 2,741] | |

| Share-based compensation expense | | | [removed: 116] [added: 181] | |

| Litigation settlements and other contingencies, net | | | [removed: 4] [added: 111] | |

| Impairment of goodwill related to assets held for sale | | | [removed: 117] [added: 580] | |

| Restructuring, acquisition and [removed: divestiture related] [added: divestiture-related] and other special items(c) | | | [removed: 860] [added: 495] | |

| Adjusted EBITDA (as reported) | | $ | [removed: 5,777] [added: 5,124] | |

| [removed: Unbudgeted] [added: Acquired] IPR&D costs | | | [removed: 36] [added: 105] | |

| Currency impact | | | [removed: 356] [added: 118] | |

| Adjusted EBITDA (for [removed: 2022] [added: 2023] annual incentive compensation) | | $ | [removed: 6,200] [added: 5,367] | |

| (c) | Includes restructuring related costs, acquisition and divestiture related costs (primarily included in selling, general and administrative expenses) and other special items included in cost of sales, [removed: research and development] [added: R&D] expense, selling, general and administrative expense, and other expense. |

Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ [removed: publicly reported] free cash flow [removed: (U.S. GAAP net cash provided by operating activities, less capital expenditures) (“as reported”),] [added: (as reported),] except that the calculation for [removed: 2022 incentive program] [added: the 2021-2023 three-year PRSUs] (“for [removed: 2022 annual incentive compensation”)] [added: 2021-2023 three-year PRSUs”)] utilized budgeted foreign exchange rates [added: for the relevant year] (“currency impact”) and further adjusts for [removed: any of] the following, as applicable: [removed: unplanned litigation gains or losses equal] [added: transaction costs and taxes related] to [removed: or greater than $25 million in] the [removed: aggregate, material changes] [added: acquisitions of Oyster Point and Famy Life Sciences as well as any incremental transaction costs and taxes] related to [removed: changes in tax laws, unbudgeted] [added: other select assets sales or reshaping initiatives and other impact of divestitures (“transaction costs”), acquired] IPR&D costs, proceeds from the sale of property, plant and equipment, [added: material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate,] all impacts of the Biocon Biologics [removed: transaction] [added: Transaction] following its consummation including results after closing and [removed: transaction related] [added: transaction-related] costs, and [removed: any incremental transaction costs related to other select assets sales/reshaping initiatives and material acquisition activities.][added: sales of]

[removed: three-year PRSUs, free] [added: Free] cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for [removed: 2022] [added: Viatris’ 2023] annual incentive [removed: compensation,] [added: program,] except that the calculation for the [removed: 2022] [added: 2023] PRSUs further adjusts for any of the following, as applicable: [removed: all impacts of] [added: transaction costs and taxes related to certain acquisitions and divestitures as well as any incremental transaction costs and taxes related to] other select asset [removed: sales/reshaping initiatives, all] [added: sales or reshaping initiatives and other] impacts of [added: divestitures, unbudgeted restructuring costs, unbudgeted R&D expense,] material [removed: aquisition activities and proceeds from] [added: unplanned litigation gains or losses equal to or greater than $25 million in] the [removed: monetization] [added: aggregate, changes in tax laws, and all impacts] of [removed: the Biocon Biologics equity interest.][added: material acquisition activities.]

| U.S. GAAP net cash provided by operating activities | | [removed: $] | [removed: 2,953] [added: $3,017] | | [added: | | $2,953 | | | | $2,800 | | | | | |]

| Capital expenditures | | | [added: (457 | ) | | |] (406 | ) | [added: | | (377 | ) | | | | |]

| Free cash flow (as reported) | | | [added: 2,560 | | | |] 2,547 | | [added: | | 2,423 | | | | | |]

| [removed: Biocon Biologics transaction related taxes and transaction] [added: Transaction-related one-time] costs [added: and taxes] | | | [removed: 252] [added: (204] | [added: )] |

| [removed: Results] [added: Biocon Biologics Transaction related taxes and transaction costs and results] of the divested biosimilars business from the closing of the transaction on November 29, 2022 through December 31, 2022 | | | [removed: 20] [added: —] | | [added: | | 272 | | | | — | | | | | |]

| Unplanned litigation – Lyrica settlement | | | [added: — | | | |] 86 | | [added: | | — | | | | | |]

| Proceeds from the sale of certain property, plant and equipment | | | [removed: 14] [added: 13] | |

| Currency impact | | | [added: — | | | |] 213 | | [added: | | 145 | | | | | |]

| Free cash flow (for [removed: 2022] [added: 2023] annual incentive compensation) | | [removed: $] | [removed: 3,168] [added: $2,916] | |

| | | By: | | /s/ Theodora Mistras |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| EBITDA | | $ | 3,517 | |

| | | | | |

| Add adjustments: | | | | |

| | | | | |

| | | | | |

| | | | | |

| Loss on divestitures of businesses | | | 240 | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| Impact of divestitures | | | 20 | |

| | | | | |

| | | | | |

| | | | | |

*2023 Annual Incentive Program*

Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow for 2023 (U.S. GAAP net cash provided by operating activities, less capital expenditures) (“as reported”), except that the calculation for the 2023 annual incentive program (“for 2023 annual incentive compensation”) utilized 2023 budgeted foreign exchange rates (“currency impact”) and further adjusts for transaction costs and taxes related to the acquisitions of Oyster Point and Famy Life Sciences as well as any incremental transaction costs and taxes related to other select assets sales or

reshaping initiatives and other impacts of divestitures (“transaction costs”), acquired IPR&D costs, and proceeds from the sale of property, plant and equipment.

| | | | | |

| (in millions) | | Year Ended December 31, 2023 | | |

| | | | | |

| U.S. GAAP net cash provided by operating activities | | | $2,800 | |

| | | | | |

| | | | | |

| Capital expenditures | | | (377 | ) |

| | | | | |

| | | | | |

| Free cash flow (as reported) | | | 2,423 | |

| | | | | |

| | | | | |

| Transaction costs | | | 235 | |

| | | | | |

| | | By: | | /s/ Sanjeev Narula |

| EBITDA | | $ | 6,433 | |

| Biocon Biologics gain on divestiture | | | (1,754 | ) |

| December 2022 results of the divested biosimilars business | | | 31 | |

For purposes of the 2022