Viatris 10-K/A 2024-12-31

Cover and table of contents

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Item 15. Exhibits

Filed 2025-04-30. 7 sections, 236K characters. Original on sec.gov · Markdown · JSON

What changed since the 2023-12-31 10-K/ANew, removed and reworded risk factor headings, then every item sentence by sentence.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☑	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2024

☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-39695

VIATRIS INC.

(Exact name of registrant as specified in its charter)


Delaware			83-4364296
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

(Address of principal executive offices) (Zip Code)

(724) 514-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common Stock, par value $0.01 per share	VTRS	The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $12,661,582,065.

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of April 23, 2025 was 1,185,856,452.

DOCUMENTS INCORPORATED BY REFERENCE

None.


Auditor Name: Deloitte & Touche LLP			Auditor Location: Pittsburgh, Pennsylvania			Auditor Firm ID: 34

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed on February 27, 2025 (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, 2024. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

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

Forward-Looking Statements

This Amendment contains “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the goals or outlooks with respect to the Company’s strategic initiatives and priorities, including but not limited to divestitures, acquisitions, strategic alliances, collaborations, or other potential transactions; the benefits and synergies of such divestitures, acquisitions, strategic alliances, collaborations, or other transactions, or restructuring 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, share 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 value, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as “will”, “may”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “pipeline”, “intend”, “continue”, “target”, “seek”, and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to:

•

the possibility that the Company may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic initiatives and priorities (including divestitures, acquisitions, strategic alliances, collaborations, or other potential transactions) or accelerate its growth by building on the strength of its base business with an expanding portfolio of innovative, best-in-class, patent-protected assets;

•	the possibility that the Company may be unable to achieve intended or expected benefits, goals, outlooks, synergies, growth opportunities, and operating efficiencies in connection with divestitures, acquisitions, strategic alliances, collaborations, or other transactions, or restructuring programs, within the expected timeframes or at all;

•	the ongoing risks and uncertainties associated with our recent divestitures;

•	goodwill or impairment charges or other losses;

•	the Company’s failure to achieve expected or targeted future financial and operating performance and results;

•	the potential impact of natural or man-made disasters, public health outbreaks, epidemics, pandemics, or social disruption in regions where we or our partners or suppliers operate;

•	actions and decisions of healthcare and pharmaceutical regulators;

•	changes in relevant laws, regulations, and policies, and/or the application or implementation thereof, including but not limited to tax, healthcare and pharmaceutical laws, regulations, and policies globally;

•	the ability to attract, motivate, and retain key personnel;

•	the Company’s liquidity, capital resources and ability to obtain financing;

•	any regulatory, legal, or other impediments to the Company’s ability to bring new products to market, including but not limited to “at-risk launches”;

•	success of clinical trials and the Company’s or its partners’ ability to execute on new product opportunities and develop, manufacture, and commercialize products;

•	any changes in or difficulties with the Company’s manufacturing facilities, including with respect to inspections, remediation, and restructuring activities, supply chain or inventory or the ability to meet anticipated demand;

•	the scope, timing, and outcome of any ongoing legal proceedings, including government inquiries or investigations, and the impact of any such proceedings on the Company;

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

•	risks associated with having significant operations globally;

•	the ability to protect intellectual property and preserve intellectual property rights;

•	changes in third-party relationships;

•	the effect of any changes in the Company’s or its partners’ customer and supplier relationships and customer purchasing patterns, including customer loss and business disruption being greater than expected following an adverse regulatory action, acquisition, or divestiture;

•	the impacts of competition, including decreases in sales or revenues as a result of the loss of market exclusivity for certain products;

•	changes in the economic and financial conditions of the Company or its partners;

•	uncertainties regarding future demand, pricing, and reimbursement for the Company’s products;

•	uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions, tariffs and trade policies, inflation rates, and global exchange rates; and

•	inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards or on an adjusted basis.

For more detailed information on the risks and uncertainties associated with Viatris, see the risks described in Part I, Item 1A of the Original Filing and our other filings with the SEC.

You can access Viatris’ filings with the SEC through the SEC website at www.sec.gov or through our website and Viatris strongly encourages you to do so. Viatris routinely posts information that may be important to investors on our website at investor.viatris.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD). The contents of our website are not incorporated by reference in this Amendment and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Viatris undertakes no obligation to update any statements herein for revisions or changes after the filing date of this Amendment other than as required by law.

Non-GAAP Financial Measures

This Amendment includes the presentation and discussion of certain financial information that differs from what is reported under U.S. GAAP. These non-GAAP financial measures, including adjusted EBITDA, free cash flow, adjusted earnings per share (“EPS”), gross leverage ratio, and long-term gross leverage target, are presented in order to supplement investors’ and other readers’ understanding and assessment of Viatris’ financial performance. Management uses these measures internally for forecasting, budgeting, measuring its operating performance, and incentive-based awards. Primarily due to acquisitions, divestitures and other significant events which may impact comparability of our periodic operating results, we believe that an evaluation of our ongoing operations (and comparisons of our current operations with historical and future operations) would be difficult if the disclosure of our financial results was limited to financial measures prepared only in accordance with U.S. GAAP. We believe that non-GAAP financial measures are useful supplemental information for our investors and when considered together with our U.S. GAAP financial measures and the reconciliation to the most directly comparable U.S. GAAP financial measure, provide a more complete understanding of the factors and trends affecting our operations. The financial performance of the Company is measured by senior management, in part, using these adjusted metrics, along with other performance metrics. In addition, the Company believes that including EBITDA and supplemental adjustments applied in presenting adjusted EBITDA is appropriate to provide additional information to investors to demonstrate the Company’s ability to comply with financial debt covenants and assess the Company’s ability to incur additional indebtedness. The Company also believes that adjusted EBITDA better focuses management on the Company’s underlying operational results and true business performance and is used, in part, for management’s incentive compensation. Appendix A to this Amendment contains reconciliations of such non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth in Appendix A, and investors and other readers should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with U.S. GAAP.

VIATRIS INC.

INDEX TO FORM 10-K/A

For the Year Ended December 31, 2024


				Page
	PART III
	ITEM 10. Directors, Executive Officers and Corporate Governance			1
	ITEM 11. Executive Compensation			25
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			53
	ITEM 13. Certain Relationships and Related Transactions, and Director Independence			54
	ITEM 14. Principal Accounting Fees and Services			55
	PART IV
	ITEM 15. Exhibits			56
	Signature			57
	Appendix A — Reconciliations of Non-GAAP Financial Measures (Unaudited)			A-1


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PART III

Executive Officers

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April 23, 2025:


Scott A. Smith	63	Chief Executive Officer (principal executive officer)
Theodora (Doretta) Mistras	43	Chief Financial Officer (principal financial officer)
Paul Campbell	58	Chief Accounting Officer and Corporate Controller (principal accounting officer)
Brian Roman	55	Chief Legal Officer
Dr. Corinne Le Goff	59	Chief Commercial Officer

Scott A. Smith. Mr. Smith has served as Viatris’ Chief Executive Officer (“CEO”) since April 1, 2023. His responsibilities include leading the daily management and the overall performance of the Company and executing on the strategies developed in collaboration with the Board of Directors of the Company (the “Board”), among other responsibilities. Mr. Smith is also a member of the Board and additional details regarding his background and experience can be found under the heading “Viatris’ Board of Directors” on page 12.

Doretta Mistras. Ms. Mistras has served as Viatris’ Chief Financial Officer ('CFO') since March 1, 2024. Her responsibilities include oversight of the global Finance Department, which includes corporate controllership, financial planning and analysis, internal audit, and tax and Treasury functions, among others. 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 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.

Paul Campbell. Mr. Campbell has served as Viatris’ Chief Accounting Officer and Corporate Controller since the closing of the 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. He is responsible for oversight of the day-to-day operations of the accounting and finance functions of the Company, including planning, implementing, and managing the Company’s finance and accounting activities. Prior to the closing of the Combination, Mr. Campbell was Mylan’s Chief Accounting Officer, Senior Vice President and Controller. Before his appointment as Chief Accounting Officer in November 2015, Mr. Campbell served as Mylan’s Senior Vice 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.

Brian Roman. Mr. Roman served as Viatris’ Global General Counsel since the closing of the Combination on November 16, 2020 and was named Chief Legal Officer on April 1, 2024. His responsibilities include oversight of the Company’s global legal organization, including securities, global contracts, labor and employment, 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. From July 2017 until the closing of the Combination, Mr. Roman was Mylan’s Global General Counsel, with similar responsibilities for oversight of the global legal organization. Prior to 2017, Mr. Roman served as Mylan’s Chief Administrative Officer from January 2016 until June 2017, with responsibility for oversight of the Human Relations, Compliance, Facilities,


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Security, Information Security, and Privacy functions. He served as Mylan’s Senior Vice President and Chief Compliance Officer from April 2010 until December 2015 and Vice President and General Counsel, North America from October 2005 until April 2010.

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 organization, including the Developed Markets, Emerging Markets, Japan, Australia and New Zealand and Greater China segments, and the Company's Global Commercial functions, including Global Strategic Marketing, Global Market Access and Value, Global Commercial Insights & Analytics, and Global Commercial Development. 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 and Senior Vice President Global Neuroscience and Rare Diseases Business Unit from 2011 to May 2012. Dr. Le Goff served on the board of directors of Longboard Pharmaceuticals Inc., a clinical-stage biopharmaceutical company from March 2021 until December 2024 when the company was acquired by H. Lundbeck A/S, 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.

Pursuant to Viatris' Amended and Restated Bylaws (“Bylaws”), officers hold office until their successors are chosen and qualify in their stead or until their earlier death, resignation, or removal.


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Viatris’ Board of Directors

The members of the Board collectively have expertise in developing and overseeing strategies in the context of a complex and rapidly changing environment, as well as a deep understanding of the management team and culture of the Company, our global platforms, the healthcare systems in which we operate, and the opportunities and challenges facing the Company around the world. Our Board members have key skills and experiences in the areas outlined below, among many other areas. We are confident that the collective experience and expertise of our Directors enables the Board to effectively guide and oversee the management team and the strategy of the Company.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the compensation of our Named Executive Officers (“NEOs”) for 2024. Our compensation program continues to be closely aligned to the Company’s performance objectives and is designed to attract, retain, and incentivize our key leaders.

Executive Summary

Shareholder Responsiveness and Continued Evolution of Our Compensation Program

We were disappointed by our say-on-pay vote in 2024. Based on our robust shareholder engagement in connection with, and following, the say-on-pay vote, we believe that our say-on-pay results in 2024 were driven primarily by concerns relating to the transitional consulting arrangement that we entered into with our former Executive Chairman. Based on both the Board’s belief that the transitional matters covered by the consulting arrangement have been successfully completed and/or transitioned and this shareholder feedback, the Board has determined that the consulting arrangement will not be renewed or extended. In light of this, we believe that we have completed the transition to a simplified leadership and compensation structure.

Our Compensation Structure is Simple and Approximately Two-Thirds Performance Based

Our Compensation Committee has implemented a simple and performance-oriented compensation program which is primarily focused on 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 2024, 61% of NEO total target compensation was performance-based and 68% 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, further aligning compensation with performance.

Selected Highlights and Recent Developments

2024 was an important year for Viatris and an important inflection point for the Company. The Company achieved several notable accomplishments related to its stated strategic pillars of growth acceleration and shareholder return.

Business Strategy

The Company laid out three strategic pillars to accelerate growth and shareholder return:

•	Diversified and Growing Base Business: The Company believes its continued success in its base business comes from its large and diversified portfolio of generics and off-patent brands that extends across markets and


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therapeutic areas. Here the Company has a clear legacy of deep product knowledge and extensive commercialization and development expertise. We believe it is important that Viatris maintains a strong focus on growing its base business over the long-term.

•	Financial Strength & Significant Cash Flow: The Company believes its strong balance sheet and sector-leading cash flow generation differentiate it from sector peers. The Company expects to continue to deliver on its long-term financial strategy to return capital to shareholders through dividends and share repurchases, while making investments in its business.

•	Expanding Innovative Portfolio: This represents the Company’s continuous efforts to identify, vet, and secure innovative, best-in-class, patent-protected assets in areas of unmet medical need in which it can be successful. By expanding its innovative portfolio, the Company believes it has the potential to drive accelerated and durable revenue growth over the long-term.

Financial and Operational Performance

In 2024, Viatris:

•	Reported total revenues of $14.7 billion; U.S. GAAP net loss of $(634) million; adjusted EBITDA of $4.7 billion; U.S. GAAP diluted EPS loss of $(0.53) per share, adjusted EPS of $2.65 per share, U.S. GAAP net cash provided by operating activities of $2.3 billion, and free cash flow of $2.0 billion (which included ~$650 million of transaction-related costs).

•	Paid down approximately $3.7 billion of debt and achieved its long-term gross leverage target1, ending the year at 2.9x2.

•	Generated new product revenues3 of $582 million.

•	Returned $825 million in capital to shareholders through dividends and share repurchases.

•	Supplied high-quality medicines to ~1 billion patients4 around the world.

•	Completed its remaining planned divestitures, including:

○	In March 2024, the Company completed the divestiture of its women's healthcare business, primarily related to its oral and injectable contraceptives, to Insud Pharma, S.L., a leading Spanish multinational pharmaceutical company. The transaction included two manufacturing facilities in India: one in Ahmedabad and one in Sarigam.

○	In June 2024, the Company completed the divestiture of its API business in India to Matrix Pharma Private Limited, a privately held pharmaceutical company based in India. The transaction included three manufacturing sites and an R&D lab in Hyderabad India, three manufacturing sites in Vizag, India, and third-party API sales. Viatris retained some selective R&D capabilities in API.

1.	The Company has not quantified future amounts to develop this target, which does not reflect company guidance, but has stated its goal to manage notional gross debt and adjusted EBITDA over time in order to generally maintain or reach the target.

2.	See Appendix A — “Reconciliations of Non-GAAP Financial Measures (Unaudited)” for more information. U.S. GAAP net (loss) for 2024 was $(634.2) million and U.S. GAAP total debt was $14,039.5 million.

3.	Refers to revenue from new products launched in 2024 and the carryover impact of new products, including business development, launched within the last 12 months.

The number of patients served is an estimate calculated using internal sales data (global volume of doses sold in 2024 in all markets as aligned with IQVIA standard units), divided by estimated per patient usage, which is based on treatment dose, treatment duration, and treatment adherence as estimated by Viatris Medical Affairs based on approved label indication and instructions for use, current international guideline recommendations, and common usage in clinical practice. Patients using multiple Viatris medicines may be counted as multiple patients. Certain adjustments were applied in consideration of now completed divestitures and to account for acceptable alternatives to the patient usage factors noted above and rounded to the nearest hundred million. Estimates may be subject to reassessment.


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○

In July 2024, the Company completed the divestiture of its OTC business to Cooper Consumer Health, a leading European OTC drug manufacturer and distributor. The transaction included two manufacturing sites located in Merignac, France, and Confienza, Italy, and an R&D site in Monza, Italy. The Company retained the rights for Viagra®, Dymista® (which, in certain limited markets, are sold as OTC products), and select OTC products in certain markets.

Science and Regulatory Achievements

Viatris’ R&D and clinical platform, which includes regulatory activities, seeks to deliver new product opportunities across all of the Company’s categories and markets and to evaluate opportunities to expand the scope of our existing product portfolio with a focus on development activities. The Company’s product pipeline includes a variety of dosage, including oral solid dosage, transdermals, injectables, inhalation, and other delivery systems. While committed to generic

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Certain information concerning securities authorized for issuance under equity compensation plans is contained in the discussion entitled “Equity Compensation Plan Information” in Item 12 of Part III of the Original Filing.

Security Ownership of Directors, NEOs and Executive Officers

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of April 23, 2025 by (i) each Viatris Director, (ii) each NEO, and (iii) all Directors and executive officers of Viatris Inc. as a group (based on 1,185,856,452 shares of common stock of Viatris Inc. outstanding as of such date). For purposes of this table, and in accordance with the rules of the SEC, shares are considered “beneficially owned” if the person, directly or indirectly, has sole or shared voting or investment power over such shares. A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of April 23, 2025. 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 respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below. The address for each beneficial owner listed in the table below is c/o Viatris Inc., 1000 Mylan Boulevard, Canonsburg, PA, 15317. As noted above, each Non-Employee Director has five years from their start date to attain compliance with our Stock Ownership Guidelines. In addition, each of our covered employees has five years to achieve minimum ownership requirements, as discussed in more detail in the CD&A section of this document.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Options Exercisable and Restricted Shares Vesting within 60 days	Percent of Class
Paul Campbell	254,458	36,723	*
W. Don Cornwell	80,342	—	*
JoEllen Lyons Dillon	77,709(1)	21,806	*
Elisha Finney	37,832	—	*
Leo Groothuis	39,907	—	*
Melina Higgins	195,213(2)	21,806	*
James M. Kilts	136,422	—	*
Harry Korman	113,937	13,949	*
Corinne Le Goff	42,331	—	*
Rajiv Malik	1,068,262	373,903	*
Richard Mark	91,310	12,260	*
Doretta Mistras	25,180	—	*
Sanjeev Narula(3)	253,525	—	*
Mark Parrish	140,395	21,806	*
Brian Roman	193,916	32,695	*
Scott A. Smith	232,807	—	*
Rogério Vivaldi Coelho	21,691	—	*
All Directors and executive officers as a group (16 persons)(4)	2,751,712	534,948	*

*	Less than 1%.

(1)	Includes 18 shares held by Ms. Dillon’s spouse.

(2)	Includes 74,000 shares held by Ms. Higgins’ spouse.

(3)	Mr. Narula ceased to serve as the Company's CFO effective as of March 1, 2024.

(4)	Includes the individuals set forth above other than Mr. Narula.


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Security Ownership of Certain Beneficial Owners

The following table lists the names and addresses of shareholders known to management as of April 23, 2025, to own beneficially more than five percent of the shares of common stock of Viatris as set forth below (based on 1,185,856,452 shares of common stock of Viatris Inc. outstanding as of such date):


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355	142,262,690(1)	12.0
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, AZ 85756	62,573,562(3)	5.3
State Street Corporation State Street Financial Center, One Congress Street, Suite 1, Boston, MA 02114-2016	61,969,119(4)	5.2

(1)	Based on the Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024, as of December 29, 2023, The Vanguard Group has sole voting power over 0 shares of common stock, shared voting power over 1,620,666 shares of common stock, sole dispositive power over 136,880,832 shares of common stock and shared dispositive power over 5,381,858 shares of common stock.

(2)	Based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2024, as of December 31, 2023, BlackRock, Inc. has sole voting power over 82,732,122 shares of common stock, shared voting power over 0 shares of common stock, sole dispositive power over 92,337,568 shares of common stock and shared dispositive power over 0 shares of common stock.

(3)	Based on the Schedule 13G filed by Davis Selected Advisers, L.P. with the SEC on January 24, 2025, as of December 31, 2024, Davis Selected Advisors, L.P. has sole voting power over 60,473,941 shares of common stock, shared voting power over 2,099,621 shares of common stock, sole dispositive power over 62,573,562 shares of common stock and shared dispositive power over 0 shares of common stock.

(4)	Based on the Schedule 13G/A filed by State Street Corporation with the SEC on January 30, 2024, as of December 31, 2023, State Street Corporation has sole voting power over 0 shares of common stock, shared voting power over 40,564,300 shares of common stock, sole dispositive power over 0 shares of common stock and shared dispositive power over 61,923,920 shares of common stock.

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 2024, 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:

Mr. Malik, a Director and former executive officer of the 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 $215,000 from January 1, 2024 through April 11, 2025 for services provided to Mr. Malik in connection with certain previously disclosed drug pricing matters. The Company anticipates making additional payments of approximately $370,000 in 2025 for ongoing services to be provided to Mr. Malik in connection with such matters. Viatris anticipates additional payment, repayment or advancement of these and other expenses during the pendency of these matters and anticipates that it will make payments for any such claims. In addition, in 2025, the Company made a payment to Mr. Malik equal to approximately $622,000, representing amounts relating to Company profit sharing contributions and his prior participation in the Company’s 401(k) Restoration Plan.


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Viatris has a written related party transactions policy that establishes guidelines for the Audit Committee to review and approve or ratify, as appropriate, transactions involving any Director, nominee for Director, “officer” (as defined in Rule 16a-1(f) of the Exchange 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. The Board also annually reviews certain relationships and related party transactions as part of its assessment of each Director’s independence.

Director Independence

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, Ms. Finney, Mr. Groothuis, Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, Mr. Parrish, and Dr. Vivaldi are independent Directors under the applicable NASDAQ listing rules.

Messrs. Malik and Smith are not independent Directors under applicable NASDAQ listing rules.

Deloitte served as Viatris’ independent registered public accounting firm during 2024 and 2023 and audited Viatris’ financial statements for the fiscal years ended December 31, 2024 and 2023. No relationships exist with Deloitte other than the usual relationship between such a firm and its client. Details about the nature of the services provided by, and fees Viatris paid to, Deloitte and affiliated firms for such services during 2024 and 2023 are set forth below.


	In Millions
	2024	2023
Audit Fees(1)	$18.13	$18.03
Audit-Related Fees(2)	0.15	0.28
Tax Fees(3)	1.74	1.82
All Other Fees	—	—
Total Fees	$20.02	$20.13

(1)

Represents fees for professional services provided for the audit of the Company’s annual consolidated financial statements, the audit of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, reviews of the Company’s quarterly condensed consolidated financial statements, audit services provided in connection with other statutory or regulatory filings, and accounting, reporting, and disclosure matters.

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

(3)	Represents fees primarily related to tax return preparation, tax planning, and tax compliance support services, as well as fees related to tax advice provided in connection with the Combination.

Audit Committee Pre-Approval Policy

The Audit Committee has a policy regarding pre-approval of audit, audit-related, tax, and other services that the independent registered public accounting firm may perform for Viatris. Under the policy, the Committee must review and pre-approve on an individual basis any requests for audit, audit-related, tax, and other services not covered by certain services pre-approved by the Committee up to certain amounts. All services performed by Deloitte during 2024 and 2023 were pre-approved by the Audit Committee in accordance with its pre-approval policy.


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PART IV

Date: April 30, 2025

VIATRIS INC.

/s/ Theodora Mistras

Theodora Mistras Chief Financial Officer (Principal Financial Officer)

Exhibit Index


31.1			Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
104			Cover Page Interactive Data File—the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).


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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


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Appendix A

Reconciliations of Non-GAAP Financial Measures (Unaudited)

Adjusted Net Earnings and Adjusted EPS

Below is a reconciliation of U.S. GAAP net loss and diluted loss per share to adjusted net earnings and adjusted EPS for the year ended December 31, 2024:


(in millions, except per share amounts)	Year Ended December 31, 2024
U.S. GAAP net loss and U.S. GAAP diluted loss per share	$(634)	$(0.53)
Purchase accounting amortization (primarily included in cost of sales)	2,581
Impairment of goodwill (included in SG&A)	321
Litigation settlements and other contingencies, net	351
Interest expense (primarily amortization of premiums and discounts on long term debt	(23)
Acquisition and divestiture-related costs (primarily included in SG&A)	361
Loss (gain) on divestitures of businesses (included in other expense (income), net)	399
Restructuring-related costs	211
Share-based compensation expense	146
Other special items included in:
Cost of sales	143
Research and development expense	3
Selling, general and administrative expense	90
Other expense (income), net	(160)
Tax effect of the above items and other income tax related items	(597)
Adjusted net earnings and adjusted EPS	$3,192	$2.65
Weighted average diluted shares outstanding	1,202.7


A-1

Adjusted EBITDA

Adjusted EBITDA for purposes of the 2024 annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for 2024 (“as reported”), except that the calculation for the 2024 annual incentive program (“for 2024 annual incentive compensation”) utilized 2024 budgeted foreign exchange rates (“currency impact”) and further adjusts for all impacts of the Company’s divestitures following their consummation (“impact of divestitures”), acquired IPR&D costs, and the impact of divestitures.


	(in millions)			Year ended December 31, 2024
	U.S. GAAP net loss			$(634)
	Add adjustments:
	Income tax provision			11
	Interest expense(a)			550
	Depreciation and amortization(b)			2,893
	EBITDA			$2,820
	Add adjustments:
	Share-based compensation expense			146
	Litigation settlements and other contingencies, net			351
	Loss on divestitures of businesses			399
	Impairment of goodwill			321
	Restructuring, acquisition and divestiture-related and other special items (c)			632
	Adjusted EBITDA (as reported)			$4,669
	Currency impact			61
	Impact of divestitures			205
	Acquired IPR&D costs			28
	Other			12
	Adjusted EBITDA (for 2024 annual incentive compensation)			$4,975

(a)	Includes amortization of premiums and discounts on long-term debt.

(b)	Includes purchase accounting related amortization.

(c)	Includes restructuring-related costs, acquisition and divestiture-related costs (primarily included in selling, general and administrative expense (“SG&A”)), and other special items included in cost of sales, R&D expense, SG&A, and other expense (income), net.


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Free Cash Flow

2024 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 2024 (U.S. GAAP net cash provided by operating activities less capital expenditures) (“as reported”), except that the calculation for the 2024 annual incentive program (“for 2024 annual incentive compensation”) utilized 2024 budgeted foreign exchange rates (“currency impact”) and further adjusts for transaction costs and taxes primarily related to the Company’s divestitures (“transaction costs”), all impacts of the Company’s divestitures following their consummation (“impact of divestitures”), proceeds from the sale of property, plant and equipment, and material unplanned litigation gains and losses equal or greater than $25 million in the aggregate (“unplanned litigation”).


	(in millions)			Year Ended December 31, 2024
	U.S. GAAP net cash provided by operating activities			$2,303
	Add / (deduct):
	Capital expenditures			(326)
	Free cash flow (as reported)			$1,977
	Currency impact			91
	Transaction costs			649
	Impact of divestitures			130
	Proceeds from the sale of certain property, plant and equipment			3
	Unplanned litigation			74
	Free cash flow (for 2024 annual incentive compensation)			$2,924

2024 PRSUs

Free cash flow is derived from Viatris’ audited financial statements in the same manner as the calculation for Viatris’ 2024 annual incentive program, except that the calculation for the 2024 PRSUs further adjusts for any of the following, as applicable: material changes in tax laws, unbudgeted restructuring costs and unbudgeted R&D expense. Free cash flow for the 2024 PRSUs will be the sum of such free cash flow measure for each of the years ended December 31, 2024, 2025 and 2026 and will utilize budgeted foreign exchange rates for the relevant year.

2022-2024 Three-Year PRSUs

Free cash flow is derived from Viatris’ audited financial statements in the same manner as Viatris’ publicly reported free cash flow (“as reported”), except that the calculation for the 2022-2024 three-year PRSUs (“for 2022-2024 three-year PRSUs”) utilized budgeted foreign exchange rates for the relevant year (“currency impact”) and further adjusts for the following, as applicable: 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”), 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 (“Biocon Biologics Transaction-related taxes, costs and results”), material unplanned litigation gains or losses equal to or greater than $25 million in the aggregate (“unplanned litigation”), proceeds from the sale of property, plant and equipment, unbudgeted R&D costs, unbudgeted restructuring costs, and the impact of free cash flow from divestitures that closed in 2022 to 2024 (“free cash flow


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impact of divestitures”). Free cash flow for the 2022-2024 three-year PRSUs is the sum of such free cash flow measure for each of the years ended December 31, 2022, 2023, and 2024.


	Year Ended December 31
(in millions)	2022	2023	2024	Total
U.S. GAAP net cash provided by operating activities	$2,999	$2,900	$2,303
Add / (deduct):
Capital expenditures	(406)	(377)	(326)
Free cash flow (as reported)	$2,593	$2,523	$1,977
Currency impact	203	145	90
Transaction costs	—	235	649
Biocon Biologics Transaction-related taxes, costs and results	272	—	—
Unplanned litigation	86	—	74
Proceeds from the sale of certain property, plant and equipment	14	13	3
Unbudgeted R&D costs	—	—	47
Unbudgeted restructuring costs	—	—	26
Free cash flow impact of divestitures	—	141	404
Free cash flow for 2022-2024 three-year PRSUs(a)	$3,168	$3,057	$3,270	$9,495

(a)

Beginning in 2024, upfront and milestone payments related to externally developed IPR&D projects acquired directly in a transaction other than a business combination, which were previously included in cash flows from operating activities in the consolidated statements of cash flows, are now classified as cash flows from investing activities. Certain reclassifications were made to conform the prior period consolidated financial statements to the current period presentation. The adjustments resulted in an increase to net cash provided by operating activities of $100 million for the year ended December 31, 2023, and in an increase to net cash provided by operating activities of $46 million for the year ended December 31, 2022. This reclassification has no impact on the three-year free cash flow calculation for incentive compensation purposes as these amounts were previously excluded from the calculation of free cash flow.

Long-term Gross Leverage Target

The stated forward-looking non-GAAP financial measure of long-term gross leverage target of ~3.0x, with a range of 2.8x – 3.2x, is based on the ratio of (i) targeted notional gross debt and (ii) targeted adjusted EBITDA. However, the Company has not quantified future amounts to develop this target but has stated its goal to manage notional gross debt and adjusted EBITDA over time in order to generally maintain or reach the target. This target does not reflect Company guidance.

Gross Leverage Ratio

Viatris’ publicly reported gross leverage ratio (“as reported”) compares adjusted EBITDA (as reported), a reconciliation of which is set forth above, to total debt at notional amounts (as reported), a reconciliation of which is set forth below:


	(in millions except for gross debt to adjusted EBITDA ratio)			Twelve Months Ended December 31, 2024
	Viatris adjusted EBITDA			$4,669.4
	Reported debt balances:
	Long-term debt, including current portion			14,039.5
	Short-term borrowings and other current obligations			—
	Total			14,039.5
	Add / (deduct):
	Net premiums on various debt issuances			(480.9)
	Deferred financing fees			24.3
	Total debt at notional amounts			$13,582.9
	Gross debt to adjusted EBITDA			2.9x


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