Viatris (VTRS) 10-K/A risk factor changes: FY2024 vs FY2023

FORM [added: 10-K/A]

| ☑ | [removed: Annual] [added: Annual] Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |

[removed: | | For] [added: For] the Fiscal Year Ended December 31, [removed: 2023 |][added: 2024]

| ☐ | [removed: Transition] [added: Transition] Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of [removed: 1934] [added: 1934] |

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

Commission file number [added: 001-39695]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| Delaware | | [added: |] 83-4364296 |

| (State or other jurisdiction of incorporation or organization) | | [added: |] (I.R.S. Employer Identification No.) |

[removed: (Address] [added: *(Address] of principal executive offices) (Zip [removed: Code)][added: Code)*]

[added: (724)] 514-1800

[removed: (Registrant’s] [added: *(Registrant’s] telephone number, including area [removed: code)][added: code)*]

| Title of Each Class: | | [added: |] Trading Symbol(s) | | [added: |] Name of Each Exchange on Which Registered: |

| Common Stock, par value $0.01 per share | | [added: |] VTRS | | [added: |] The NASDAQ Stock Market |

Yes [added: ☑  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 [added: 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).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [added: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

[removed: filer, a smaller] [added: | Non-accelerated filer | | | ☐ | | | Smaller] reporting [removed: company, or an emerging growth company.][added: company | | | ☐ |]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [added: 12b-2 of the Exchange Act.]

| Large accelerated filer | | [added: |] ☑ | | [added: |] Accelerated filer | | [added: |] ☐ |

| | | | | [added: | |] Emerging growth company | | [added: |] ☐ |

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 [added: §240.10D-1(b).]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [added: 12b-2 of the Act).]

[added: The aggregate market value] of the [added: voting and non-voting common equity held by non-affiliates of the] registrant as of June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $11,936,712,582.][added: $12,661,582,065.]

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of April [removed: 24, 2024 wa][added: 23, 2025 was 1,185,856,452.]

| Auditor Name: Deloitte & Touche LLP | | [added: |] Auditor Location: Pittsburgh, Pennsylvania | | [added: |] Auditor Firm ID: 34 |

[added: 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, [removed: 2023,] [added: 2024,] originally filed on February [removed: 28, 2024] [added: 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, [removed: 2023.][added: 2024.]

[added: Such forward-looking statements may include, without limitation, statements about the goals or outlooks with respect to the Company’s] strategic [removed: vision and potential] [added: initiatives] and [removed: announced] [added: priorities, including but not limited to] divestitures, acquisitions, [added: strategic alliances, collaborations,] or other [added: potential] transactions; the benefits and synergies of such divestitures, acquisitions, [added: strategic alliances, collaborations,] or other transactions, or restructuring [removed: programs,] [added: programs;] future opportunities for the Company and its [removed: products] [added: products;] and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy and payments, [removed: stock] [added: 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, [removed: enhance] [added: enhance,] or otherwise unlock [removed: the value of our unique global platform,] [added: 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”, [removed: “seek”] [added: “seek”,] and variations of these words or comparable words.

| [removed: |] • | [removed: |] 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 [added: and priorities] (including divestitures, acquisitions, [added: strategic alliances, collaborations,] or other potential transactions) or [removed: move up the value chain] [added: accelerate its growth] by [removed: focusing] [added: building] on [removed: more complex and innovative products to build a more durable higher margin portfolio;] [added: the strength of its base business with an expanding portfolio of innovative, best-in-class, patent-protected assets;] |

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

| [removed: |] • | [removed: |] the Company’s failure to achieve expected or targeted future financial and operating performance and results; |

| [removed: |] • | [removed: |] actions and decisions of healthcare and pharmaceutical regulators; |

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

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

| [removed: |] • | [removed: |] the Company’s liquidity, capital resources and ability to obtain financing; |

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

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

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

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Yes  ☐ No ☑

Yes ☑ No  ☐

Yes ☑  No  ☐

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Yes  ☐ No ☑

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

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| • | goodwill or impairment charges or other losses; |

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| • | 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; |

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

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| i |

| |

10-K/A

001-39695

| | | |

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(724)

| | | | | |

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No

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).

non-accelerated

12b-2

of the Exchange Act.

| | | | | | | |

| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |

§240.10D-1(b).

of the Act).

The aggregate market value of the voting and

non-voting

common equity held by

non-affiliates

s 1,190,662,399

This Amendment No. 1 on Form

(this “Amendment”) amends our Annual Report on Form

10-K

Such forward-looking statements may include, without limitation, statements about the goals or outlooks with respect to the Company’s strategic initiatives, including but not limited to the Company’s

two-phased

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

| | • | | 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; |

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

| | • | | the potential impact of public health outbreaks, epidemics and pandemics; |

non-exclusionary

manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD).

Financial Measures

These

We believe that

Appendix A to this Amendment contains reconciliations of such

measures to their most directly comparable U.S. GAAP measures set forth in Appendix A, and investors and other readers should consider

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.

[removed: Executive Officers][added: Executive Officers]

The following table sets forth the names, ages, and positions of Viatris’ executive officers as of April [removed: 24, 2024:][added: 23, 2025:]

| [added: |] Scott A. Smith | | [removed: 62] | [added: 63] | [added: | |] Chief Executive Officer (principal executive officer) | [added: |]

| [added: |] Theodora (Doretta) Mistras | | [removed: 42] | [added: 43] | [added: | |] Chief Financial Officer (principal financial officer) | [added: |]

| [added: |] Paul Campbell | | [removed: 57] | [added: 58] | [added: | |] Chief Accounting Officer and Corporate Controller (principal accounting officer) | [added: |]

| [added: |] Brian Roman | | [removed: 54] | [added: 55] | [added: | |] Chief Legal Officer | [added: |]

| [added: |] Dr. [removed: Corrine] [added: Corinne] Le Goff | | [removed: 58] | [added: 59] | [added: | |] Chief Commercial Officer | [added: |]

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

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

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 [removed: 13.][added: [12](#tBOARD3).]

Ms. Mistras has served as Viatris’ Chief Financial Officer [removed: (“CFO”)] [added: ('CFO')] since March 1, 2024.

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

His responsibilities include oversight of the Company’s global legal organization, including securities, global contracts, labor and employment, [added: 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.]

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, [removed: Security, Information Security, and Privacy functions.]

[removed: Dr. Corinne] [added: Dr. Corinne] Le Goff, Pharm [removed: D.][added: D.]

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

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 [removed: 2015.][added: 2015 and Senior Vice President Global Neuroscience and Rare Diseases Business Unit from 2011 to May 2012.]

[removed: Dr. Le Goff has served on the board of directors of Longboard Pharmaceuticals Inc., a clinical-stage biopharmaceutical company since March 2021,] [added: 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 [removed: Viatris Inc.’s] [added: Viatris'] Amended and Restated Bylaws (“Bylaws”), officers hold office until their successors are chosen and qualify in their stead or until their earlier death, [removed: resignation] [added: resignation,] or removal.

[removed: Viatris’] [added: Viatris’] Board of [removed: Directors][added: Directors]

| [removed: CEO] [added: | CEO] and Public Company Management [removed: Experience] [added: Experience] Directors who have experience in management at public companies provide valuable expertise on managing interests held among [removed: diverse] [added: various] stakeholders, including, among others, employees, [removed: patients] [added: patients,] and shareholders | [removed: | ● | | ● | | ● | | | | |] [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] | | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 10/12] | [removed: 9/11] |

| [removed: Corporate] [added: | Corporate] Governance/Corporate [removed: Social Responsibility (CSR) Experience] [added: Sustainability (CS) Experience] Directors with Corporate [removed: Governance/CSR] [added: Governance/CS] 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 [removed: emerging social and environmental issues | | ● | | ● | | ● | | ● | | ●] [added: corporate sustainability] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [added: •] | [added: •] | [removed: ●] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 11/12] | [removed: 10/11] |

| [removed: Finance, Accounting] [added: | Finance, Accounting,] and Capital Markets [removed: Experience] [added: 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 | [removed: | ● | | ● | | ● | | | | ● |] [added: •] | [removed: ●] [added: •] | [added: •] | | [added: •] | [removed: ●] [added: •] | | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 10/12] | [removed: 9/11] |

| [removed: Global] [added: | Global] Business [removed: Experience] [added: Experience] Viatris has operations and facilities around the world and, as such, benefits from [removed: directors] [added: 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 | [removed: | ● | | ● | | ● | | ● | | ● |] [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 12/12] | [removed: 11/11] |

| [removed: Healthcare] [added: | Healthcare] Industry [removed: Experience] [added: 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 [removed: development (“R&D”),] [added: development,] supply chain, customers, sustainable access to medicine, product quality and patient safety, and marketing | [removed: | ● | | | | ● | | | | |] [added: •] | [removed: ●] | [added: •] | [removed: ●] | | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 9/12] | [removed: 8/11] |

| [removed: Human] [added: | Human] Capital Management [removed: Experience] [added: Experience] Attracting, [removed: developing] [added: developing,] and retaining talent globally are crucial to all aspects of the Company’s business, success, and strategy. We continue to build an inclusive [removed: and diverse] culture that inspires leadership and accountability and encourages innovation. Directors with experience in succession planning, executive and/or [removed: director] [added: 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 | [removed: | ● | | ● | | ● | | | | |] [added: •] | [removed: ●] [added: •] | [added: •] | | [added: •] | [removed: ●] [added: •] | | [added: •] | | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 9/12] | [removed: 7/11] |

| [removed: Information] [added: | Information] Security [removed: Experience] Experience [added: Experience] in information security, data privacy, cybersecurity, or use of technology to facilitate business operations | [removed: | ● | | ● | | ● | | | | |] [added: •] | [added: •] | [added: •] | [removed: ●] | | [removed: ●] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | | | [added: 7/12] | [removed: 7/11] |

| [removed: Legal] [added: | Legal] and Regulatory Oversight [removed: Experience] [added: 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 | [removed: | ● | | ● | | | | ● | | |] [added: •] | [added: •] | | [added: •] | | [removed: ●] | | [added: •] | | | | | [added: 4/12] | [removed: 4/11] |

| [removed: Risk] [added: | Risk] Oversight/Compliance [removed: Experience] [added: Experience] Pharmaceutical companies face a variety of complex opportunities, [removed: risks] [added: 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 | | [removed: | | ● | | ● | | ● | | ● | |] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 10/12] | [removed: 9/11] |

| [removed: Strategy] [added: | Strategy] and M&A [removed: Experience] [added: Experience] Viatris’ [removed: directors] [added: Directors] are responsible for developing the Company’s successful differentiated strategy, both organically and through strategic and opportunistic acquisitions | [removed: | ● | | ● | | ● | | ● | | ● |] [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: •] | [removed: ●] [added: •] | [added: 12/12] | [removed: 11/11] |

| [removed: ] [added: ] Director since 2020 Age: [removed: 76*] [added: 77*] Board Committees: • Audit • Compliance and Risk Oversight Independent Director | | [removed: W.] [added: | W.] Don [removed: Cornwell] [added: Cornwell] • Vice Chair (2009), Founder, [removed: Chairman] [added: Chairman,] and Chief Executive Officer (1988 - 2009), [removed: Granite] [added: Granite] Broadcasting [removed: Corporation] [added: Corporation] • Chief Operating Officer (“COO”), Corporate Finance Department (1980 - 1988), Vice President, Investment Banking (1976 - 1988); joined the company in 1971, [removed: Goldman, Sachs & Co. Key] [added: Goldman, Sachs & Co. Key] Skills and [removed: Experience:] [added: Experience:] • [removed: CEO] [added: CEO] and Public Company Management, Corporate Governance, [removed: Global Business,] Finance, [removed: Accounting] [added: Accounting,] and Capital [removed: Markets,] [added: Markets, Global Business,] and [removed: Strategy] [added: Strategy] and M&A [removed: Experience] [added: 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 • [removed: Human] [added: Human] Capital [removed: Management] [added: Management] and [removed: Information] [added: Information] Security [removed: Experience] [added: 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, [removed: training] [added: 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 [removed: Healthcare Industry] [added: Healthcare Industry] and [removed: Legal] [added: Legal] and Regulatory Oversight [removed: Experience] [added: Experience] to the Board [removed: Other Current] [added: Former] Public Company [removed: Boards:] [added: Boards:] • [removed: American] [added: American] International Group, [removed: Inc.] [added: Inc.] (NYSE: AIG) [removed: (since 2011), Director] [added: (2011 - 2024), Director,] and [added: most recently] member of the Audit and Nominating and Corporate Governance [removed: Committees Former Public Company Boards:] [added: Committees; also previously Chairman of the Compensation and Management Resources Committee] • [removed: Natura &] [added: Natura &] Co Holding [removed: S.A.] [added: S.A.] (NYSE: NTCO) (2020 - 2023), Director and most recently member of the Corporate Governance Committee • [removed: Avon] [added: Avon] Products, [removed: Inc.] [added: Inc.] (2002 - 2020 when acquired by Natura), Director [added: and Lead Independent Director] • [removed: Pfizer Inc.] [added: Pfizer] (NYSE: PFE) (1997 - the closing of the Combination in 2020), [removed: Director] [added: Director,] and most recently Chair of the Regulatory and Compliance Committee and member of the Governance and Sustainability [added: Committee; also previously Chair of the Audit] Committee [removed: Other Organizations:] [added: Other Organizations:] • Board of Trustees, [removed: Big] [added: Big] Brothers Big Sisters of New York [removed: City] [added: City] • Vice Chairman [added: and Lead Director] of the Board of Directors, [removed: Blue] [added: Blue] Meridian [removed: Partners,] [added: Partners,] a partnership of philanthropists that invests in strategies to impact social problems confronting young people and families in poverty [added: • Board of Trustees, Occidental College, and Vice Chair of the Investment Committee • Advisory, Orca Biosystems, Inc., a private biotechnology company developing high-precision cell therapies for the treatment of cancer and autoimmune diseases] * 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 [removed: Business.] [added: business.] |

| [removed: ] [added: ] Director since 2020 Age: [removed: 60] [added: 61] Board Committees: • Audit • Compensation • Executive • Governance and Sustainability (Chair) Independent Director | | [removed: JoEllen] [added: | JoEllen] Lyons [removed: Dillon] [added: Dillon] • Executive Vice President, Strategic Developments and Capital Markets [removed: (2014-2017);] [added: (2014 - 2017);] Chief Legal Officer and Corporate Secretary, [removed: The] [added: The] ExOne [removed: Company (2013-2017).] [added: Company (2013 - 2017).] ExOne merged with Desktop Metal (NYSE: DM) in November 2021. ExOne was a global provider of three-dimensional (3D) printing machines and printed products, [removed: materials] [added: materials,] and other services to industrial customers creating products in metal on a worldwide [removed: basis.] [added: basis] • Partner (2002 - 2011), [removed: Reed] [added: Reed] Smith [removed: LLP,] [added: LLP,] a law firm • Partner (1997 - 2002), [removed: Buchanan Ingersoll &] [added: Buchanan Ingersoll &] Rooney [removed: PC,] [added: PC,] a law firm (joined the firm in 1988) [removed: Key] [added: Key] Skills and [removed: Experience:] [added: Experience:] • [removed: Public] [added: Public] Company Management, Corporate Governance, Finance, [removed: Accounting] [added: Accounting,] and Capital Markets, Global Business, Human Capital Management, Information Security, Legal and Regulatory Oversight, Risk [removed: Oversight/Compliance,] [added: Oversight/Compliance,] and [removed: Strategy] [added: Strategy] and M&A [removed: Experience] [added: Experience] gained during her almost 25-year legal career in corporate M&A and securities, where she represented both public and private companies in a variety of complex matters, and further developed while at ExOne, where she was responsible for capital markets development, corporate strategic planning, human [removed: resources including oversight of diversity, equity and inclusion (“DEI”),] [added: resources,] global compliance, investor relations, and international business development within Europe and Asia, through which she became a thought leader in the areas of corporate governance, legal and regulatory oversight, capital [removed: markets] [added: markets,] and M&A and is regularly invited to speak at major conferences, including, among others, the 2023 [added: and 2024] Stanford Directors’ College, on such topics • [removed: Completing a certification “Board Governance: Navigating Emerging Technologies and Future Frontiers” at Cornell University • CSR Experience] [added: Ms. Dillon also brings CS Experience] obtained through her legal and regulatory background, in addition to ongoing education programs [removed: Former] [added: • Completed certification “Board Governance: Navigating Emerging Technologies and More in a Complex World” at Cornell University in November 2023 Former] Public Company [removed: Boards:] [added: Boards:] • [removed: World] [added: World] Wrestling Entertainment, [removed: Inc. (NYSE: WWE)] [added: Inc.] (2022 - [removed: 2023),] [added: 2023) (now known as World Wrestling, LLC),] Director • [removed: Mylan] [added: Mylan] (2014 - the closing of the Combination in 2020), Director, most recently Chair of the Compensation and Governance and Nominating Committees and member of the Audit, [removed: Compliance] [added: Compliance,] and Executive Committees [added: Other Organizations: • Trustee, S. K. Rockwell Conservation Fund, a non-profit corporation established with the principal concept to preserve and enhance environmental resources] |

| [removed: ] [added: ] Director since 2022 Age: [removed: 62] [added: 63] Board Committees: • [removed: Audit*] [added: Audit] • Finance Independent Director | | [removed: Elisha Finney] [added: | Elisha Finney] • Executive Vice President (2012 - 2017), Chief Financial Officer (April 1999 - May 2017), Senior Vice President (2005 - 2012), Vice President of Finance (1999 - 2005), joined the company in 1988, [removed: Varian] [added: Varian] Medical Systems, [removed: Inc. Key] [added: Inc. Key] Skills and [removed: Experience:] [added: Experience:] • [removed: Public] [added: Public] Company Management, Corporate Governance, [added: Finance, Accounting, and Capital Markets,] Healthcare Industry, Human Capital Management, [removed: Finance, Accounting and Capital Markets,] Information [removed: Security,] [added: Security,] and [removed: Risk] [added: Risk] Oversight/Compliance [removed: Experience] [added: Experience] gained during her time at Varian Medical Systems, where she oversaw corporate accounting, corporate communications and investor relations, internal audit, risk management, tax and treasury, and corporate information [removed: systems] [added: systems,] and helped the company grow to be a world-leading manufacturer of medical devices and software for treating cancer and other medical conditions • Ms. Finney also brings [removed: Global Business] [added: Global Business] and [removed: Strategy] [added: Strategy] and M&A [removed: Experience] [added: Experience] to the Board [removed: Other] [added: Other] Current Public Company [removed: Boards:] [added: Boards:] • [removed: Mettler-Toledo] [added: Mettler-Toledo] International [removed: Inc.] [added: Inc.] (NYSE: MTD) (since 2017), Director and Chair of the Audit Committee • [removed: NanoString Technologies, Inc. (NASDAQ: NSTG) (since 2017), Director and Chair of the Audit Committee • ICU] [added: ICU] Medical, [removed: Inc.] [added: Inc.] (NASDAQ: ICUI) (since 2016), Director, Chair of the Nominating and Governance Committee, and member of the Audit and Compliance [removed: Committees Former] [added: Committee Former] Public Company [removed: Boards:] [added: Boards:] • [removed: iRobot Corporation] [added: NanoString Technologies, Inc. (2017 - 2024), Director and Chair of the Audit Committee • iRobot Corporation] (NASDAQ: IRBT) (2017 - 2021), Director and member of the Audit and Compensation and Talent Committees • [removed: Cutera, Inc.] [added: Cutera, Inc.] (NASDAQ: CUTR) (2017 - 2019), Director, Chair of the Audit Committee, and member of the Enterprise Risk Committee • [removed: Altera Corporation] [added: Altera Corporation] (2011 - 2015 when acquired by Intel Corporation), Director and Chair of the Audit Committee • [removed: Thoratec Corporation] [added: Thoratec Corporation] (2007 - 2013), Director and Chair of the Audit Committee [removed: * The Board has, in accordance with its Corporate Governance Principles, approved Ms. Finney’s concurrent service on the Audit Committee and the audit committees of more than two other public companies and determined that such service does not impair her ability to effectively serve on the Audit Committee.] |

| [removed: ] [added: ] Director since 2023 Age: [removed: 51] [added: 52] Board Committees: • Compliance and Risk Oversight • Executive • Governance and Sustainability Independent Director | | [removed: Leo Groothuis] [added: | Leo Groothuis] • General Counsel (2022 - present), [removed: HAL Investments,] [added: HAL Investments,] the Dutch investment subsidiary of HAL Holding N.V., a public international investment company listed on the Amsterdam stock exchange, which is focused on increasing shareholder value • Partner (2006 - 2022), [removed: NautaDutilh,] [added: NautaDutilh,] a law firm (joined the firm in October 1996) [removed: Key] [added: Key] Skills and [removed: Experience:] [added: Experience:] • [removed: Corporate] [added: Corporate] Governance, Global Business, Legal and Regulatory Oversight, Risk [removed: Oversight/Compliance,] [added: Oversight/Compliance,] and [removed: Strategy] [added: Strategy] and M&A [removed: Experience] [added: Experience] acquired during his legal career at NautaDutilh, where he had been a trusted C-suite and board advisor to some of the largest companies in both Europe and the U.S., which resulted in him being recognized as a top lawyer and thought leader in corporate governance, capital [removed: markets] [added: markets,] and M&A for the guidance he had provided to numerous multi-national private and public companies on significant complex strategic transactions • [removed: CSR Experience] [added: Mr. Groothuis also brings CS Experience] obtained through his active involvement in the development and execution of HAL Investments’ [removed: environmental, social and governance strategy Other Organizations:] [added: CS strategies Other Organizations:] • Director, [removed: Stichting] [added: Stichting] Continuiteit [removed: IHC] [added: IHC] and [removed: B.V.] [added: B.V.] Finance Continuiteit [removed: IHC,] [added: IHC,] Dutch foundations that together are the sole shareholders of Royal IHC, a private international shipbuilding company |

| [removed: ] [added: ] Director since 2020 Age: [removed: 56] [added: 57] Board Committees: • Executive (Chair) • Finance (Chair) [removed: Board Chair] [added: Chair of the Board] and Independent Director | | [removed: Melina Higgins] [added: | Melina Higgins] • Held senior roles of increasing responsibility including Partner (2002 - 2010) and Managing Director (2001 - 2010) and served as a member of the Investment Committee of the Principal Investment Area, Head of the Americas for Private [removed: Debt] [added: Debt,] and co-Chairperson of the Investment Advisory Committee for GS Mezzanine Partners funds, [removed: The] [added: The] Goldman Sachs Group, [removed: Inc.] [added: Inc.] (NYSE: GS) [removed: Key] [added: Key] Skills and [removed: Experience:] [added: Experience:] • [removed: Corporate] [added: Corporate] Governance, Finance, [removed: Accounting] [added: Accounting,] and Capital Markets, Global [removed: Business, Risk Oversight/Compliance,] [added: Business, Risk Oversight/Compliance,] and [removed: Strategy] [added: Strategy] and M&A [removed: Experience] [added: Experience] obtained during her nearly 20 years at Goldman Sachs, where she built and led a successful investment business and became well-versed in portfolio management, assessing market risks and building businesses, especially during her time as a member of Goldman’s Investment Committee of the Principal Investment Area, one of the largest alternative asset managers in the world, where she oversaw and approved global private equity and private debt investments [removed: Other] [added: • Ms. Higgins also brings Human Capital Management Experience, including compensation and succession planning, to the Board Other] Current Public Company [removed: Boards:] [added: Boards:] • [removed: Genworth] [added: Genworth] Financial [removed: Inc.] [added: Inc.] (NYSE: GNW) (since 2013), non-executive Chair (since 2021) and member of the Audit and Management Development & Compensation Committees [removed: Current] [added: Current] Private Company [removed: Boards:] [added: Boards:] • Director and non-executive chair of the Board (since 2016), [removed: Antares] [added: Antares] Midco [removed: Inc.,] [added: Inc.,] a private company that provides financing solutions for middle market, private equity-backed transactions [removed: Former] [added: Former] Public Company [removed: Boards:] [added: Boards:] • [removed: Mylan] [added: Mylan] (2013 - the closing of the Combination in 2020), Director, most recently Chair of the Finance Committee, and member of the Audit, Compensation, and Executive Committees • [removed: NextGen] [added: NextGen] Acquisition Corp. [removed: II] [added: II] (March 2021 until its merger with Virgin Orbit in December 2021) (a special purpose acquisition company), Director, Chair of the Nominating and Corporate Governance Committee and member of the Audit and Compensation Committees [removed: Other Organizations:] [added: Other Organizations:] • Member, [removed: Women’s] [added: Women’s] Leadership Board of Harvard University’s John F. Kennedy School of [removed: Government] [added: Government] |

| [removed: ] [added: ] Director since 2020 Age: [removed: 76*] [added: 77*] Board Committees: • Compensation • Finance Independent Director | | [removed: James Kilts] [added: | James M. Kilts] • Founding Partner (since 2006), [removed: Centerview Capital,] [added: Centerview Capital,] a private equity firm • Special Advisor to the Board [removed: (since 2023),] [added: (2023),] Co-Chief Executive Officer [removed: (2021-2023), Conyers] [added: (2021 - 2023), Conyers] Park III Acquisition [removed: Corp.] [added: Corp.] (a special purpose acquisition company) • Chairman and Chief Executive Officer (2001 - 2005 when it merged with The Procter & Gamble Company), President (2003 - 2005), [removed: The] [added: The] Gillette [removed: Company] [added: Company] • President and Chief Executive Officer (1998 - 2000 when it was acquired by The Philip Morris Companies), [removed: Nabisco] [added: Nabisco] Group Holdings [removed: Corporation Key] [added: Corporation Key] Skills and [removed: Experience:] [added: Experience:] • [removed: CEO] [added: CEO] and Public Company Management, Corporate Governance, Finance, Accounting and Capital Markets, Global [removed: Business,] [added: Business,] and [removed: Strategy] [added: Strategy] and M&A [removed: Experience,] [added: Experience] acquired during his more than 40 years leading a range of multi-national companies and iconic brands, where he is credited with building domestic and international strategies to increase sales and successfully overseeing organizations through significant M&A activity resulting in him being sought out for his business expertise and advice • Mr. Kilts also brings [removed: Healthcare Industry] [added: Healthcare Industry] and [removed: Human] [added: Human] Capital Management [removed: Experience] [added: Experience] to the Board [removed: Other] [added: Other] Current Public Company [removed: Boards:] [added: Boards:] • [removed: Advantage] [added: Advantage] Solutions [removed: Inc.] [added: Inc.] (NASDAQ: ADV) (since 2020 when it combined with Conyers Park II Acquisition Corp.), non-executive Chairman and previously Lead Director • [removed: The] [added: The] Simply Good Foods [removed: Company] [added: Company] (NASDAQ: SMPL) (since 2017), Chairman and member of the Nominating and Corporate Governance Committee [removed: Former] [added: Former] Public Company [removed: Boards:] [added: Boards:] • [removed: Unifi Inc.] [added: Unifi Inc.] (NYSE: UFI) (2016 - 2022), Director and most recently member of the Compensation Committee • [removed: Pfizer Inc.] [added: Pfizer] (NYSE: PFE) (2007 - the closing of the Combination in 2020), Director and most recently member of [added: the] Compensation Committee • [removed: Conyers] [added: Conyers] Park II Acquisition [removed: Corp.] [added: Corp.] (2019 to 2020 when it combined with Advantage Solutions Inc.), Executive Chairman • [removed: MetLife, Inc.] [added: MetLife, Inc.] (NYSE: MET) (2005 - 2020), Director, most recently Chair of the Compensation Committee and member of the Governance and Corporate Responsibility Committee • [removed: The Procter &] [added: The Procter &] Gamble [removed: Company] [added: Company] (NYSE: PG) (2005 - 2006), Director • [removed: Conyers] [added: Conyers] Park Acquisition [removed: Corporation] [added: Corporation] (2016 - 2017 when it merged with The Simply Good Foods Company), Chairman • [removed: Nielsen] [added: Nielsen] Holdings [removed: plc,] [added: plc,] (NYSE: NLSN) non-executive Director (2006 - 2017) and Chairman (2011 - 2013) • [removed: Nielsen] [added: Nielsen] Company [removed: B.V.] [added: B.V.] (2009 - 2014), Chairman • [removed: MeadWestvaco Corporation] [added: MeadWestvaco Corporation] (2006 - 2014), Director * 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. Kilts 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 [removed: Business.] [added: business.] |

| [removed: ] [added: ] Director since 2020 Age: [removed: 66] [added: 67] Board Committees: • Compensation (Chair) • Compliance and Risk Oversight • Governance and Sustainability [added: • Science and Technology] Independent Director | | [removed: Harry Korman] [added: | Harry Korman] • Held senior executive roles of increasing responsibility, including Global Chief Operating Officer (2012 - 2014, after which he served as a consultant (2014 - 2015)), President, North America (2007 - 2012), President, Mylan Pharmaceuticals Inc. (2005 - 2009); joined in 1996 after the company’s acquisition of UDL Laboratories, Inc. (n/k/a Mylan Institutional Inc.), [removed: Mylan Inc. Key] [added: Mylan Inc. Key] Skills and [removed: Experience:] [added: Experience:] • [removed: Public] [added: Public] Company Management, Corporate [removed: Governance/CSR,] [added: Governance/CS, Global Business,] Healthcare Industry, Risk Oversight/Compliance, [removed: Strategy] and [removed: M&A,] [added: Strategy] and [removed: Global Business Experience] [added: M&A Experience] gained during his almost 20 years serving in leadership roles at Mylan, where he helped grow their generics business and ultimately had responsibility for all operations as Global Chief Operating Officer • Mr. Korman also brings [removed: Information] [added: Information] Security [removed: Experience] [added: Experience] to the Board [removed: Former] [added: Former] Public Company [removed: Boards:] [added: Boards:] • [removed: Mylan] [added: Mylan] (2018 - the closing of the Combination in 2020), Director, most recently Chair of the Risk Oversight Committee and member of the Compliance, Governance and Nominating, and Science and Technology Committees [removed: Other Organizations:] [added: Other Organizations:] • Past Director and Vice Chairman, [removed: Generic] [added: Generic] Pharmaceutical [removed: Association,] [added: Association,] now known as the Association for Accessible Medicines • Previous Director and Vice Chairman, [removed: HDMA Foundation,] [added: HDMA Foundation,] which serves the healthcare industry by providing research and education focused on healthcare supply issues |

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Smith.

Doretta Mistras.

Paul Campbell.

Brian Roman.

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Security, Information Security, and Privacy functions.

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.

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Doretta Mistras.

Paul Campbell.

Brian Roman.

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.

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).

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In May 2023, in light of the leadership and oversight of Robert J.

Coury, our then 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 Mr. 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).

As a result, Mr. Coury did not stand for re-election at the 2023 Annual Meeting and 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.

The Board believes that this transition has enabled and will enable the Board and management to continue to benefit from Mr. Coury’s extraordinary strategic vision and knowledge of the Company, management, the industry, and the complex global markets the Company operates in as it continues to adopt this new Board leadership structure and integrate new members of management.

At that time, the Board also committed to selecting a new independent Chair whose tenure would begin following the 2023 Annual Meeting and subsequently elected Ms. Higgins, an independent Director, as Chair effective immediately following the 2023 Annual Meeting.

of the business.

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 quality medicines and services through the Global Healthcare 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.

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Twelve Directors at the time of the 2023 Annual Meeting, including the 11 Directors standing for re-election, attended such meeting in person.

Prior to the 2023 Annual Meeting, the committees of the Board were the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, and the Risk Oversight Committee.

Effective immediately following the 2023 Annual Meeting, (1) the Governance and Nominating Committee assumed the former Risk Oversight Committee’s responsibility for overseeing management’s efforts with respect to corporate environmental and social responsibility matters and was renamed the Governance and Sustainability Committee and (2) the Risk Oversight Committee and Compliance Committee were consolidated to be the Compliance and Risk Oversight Committee.

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| Scott A. Smith | | | | | | | | | | | | |

| (1) | Effective immediately after the 2023 Annual Meeting, JoEllen Lyons Dillon joined the Compensation Committee; Leo Groothuis joined the Compliance and Risk Oversight Committee, Executive Committee and Governance and Sustainability Committee; Melina Higgins became Chair of the Executive Committee; and Harry Korman became Chair of the Compensation Committee. Until the 2023 Annual Meeting, Melina Higgins chaired and served on the Compensation Committee and served on the Governance and Nominating Committee. |

| (3) | Effective immediately following the 2023 Annual Meeting, the Compliance Committee and Risk Oversight Committee were consolidated to be the Compliance and Risk Oversight Committee and the Governance and Nominating Committee was renamed the Governance and Sustainability Committee. Prior to the 2023 Annual Meeting, the Compliance Committee included Mark Parrish (Chair), JoEllen Lyons Dillon and Harry Korman and the Risk Oversight Committee included Harry Korman (Chair), W. Don Cornwell and Richard Mark. |

| (4) | Represents the number of meetings of the Compliance Committee held prior to the 2023 Annual Meeting during 2023. The Risk Oversight Committee held five meetings prior to the 2023 Annual Meeting during 2023. Subsequent to the 2023 Annual Meeting, the Compliance and Risk Oversight Committee held no meetings during the remainder of 2023. |

| | • | | Evaluating Board composition with respect to director independence, skills, experience, expertise, diversity, and other factors |

| | • | | Management’s efforts with respect to corporate environmental and social responsibility matters |

The Board has three women members, including our Chair, and three of our Board committees are chaired by women (Executive; Finance; and Governance and Sustainability).

Our current Directors also include one individual that self-identifies as African American or Black, one individual that self-identifies as Asian, and one individual who self-identifies as White and Asian, in each case as such terms are defined in Nasdaq’s Board Diversity Matrix Instructions (which will be included in our proxy statement for the 2024 annual meeting of shareholders).

In addition, two of our executive officers (Chief Financial Officer and Chief Commercial Officer) are women.

As part of the Board’s ongoing focus on board refreshment, since 2021 a third-party search firm has assisted with identifying potential new director candidates, including gender and racially/ethnically diverse candidates.

After initial screenings and outreach, as well as additional guidance from the Governance and Sustainability Committee, members of that committee and selected other Directors interviewed potential Director candidates identified by the third-party search firm as well as additional potential Director candidates recommended by Viatris Directors.

Based on this process, the Board, on the recommendation of the Governance and Sustainability Committee, appointed Ms. Finney and Mr. Smith to the Board in December 2022 to fill the two vacancies resulting from the retirements of Neil Dimick and lan Read and

appointed Mr. Groothuis to the Board in May 2023 to fill the vacancy resulting from Michael Goettler ceasing to serve on the Board.

We will continue to work to establish a pool of qualified potential candidates to support our Board refreshment efforts.

[removed: Compensation] [added: Compensation] Discussion and [removed: Analysis][added: Analysis]

This Compensation Discussion and Analysis (“CD&A”) describes the compensation of our Named Executive Officers (“NEOs”) for [removed: 2023, which continues to be closely linked to the Company’s performance objectives.][added: 2024.]

[removed: Executive Summary][added: Executive Summary]

Our Compensation Structure is [added: Simple and] Approximately Two-Thirds Performance Based [removed: and Includes No Special Incentives]

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

For fiscal year [removed: 2023, 62%] [added: 2024, 61%] of NEO total target compensation was performance-based and [removed: 70%] [added: 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 [removed: Index.][added: Index, further aligning compensation with performance.]

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

[removed: Other] Executive Transitions [added: in 2024]

Mr. [removed: Mauro will] [added: Narula] also [removed: receive] [added: received] a pro rata bonus for 2024 [added: and a pro rata portion of his PRSUs granted in 2022] reflecting his period of executive service.

[removed: Unvested] [added: Other, unvested] equity awards that Mr. [removed: Mauro] [added: Narula] held as of his separation were [removed: forfeited, unless otherwise provided in the applicable award agreements.][added: forfeited.]

Sanjeev Narula, [added: our former] Chief Financial Officer, departed from the Company effective March 5, 2024.

Mr. Narula [removed: will also receive a pro rata bonus for 2024 reflecting his period of executive service and] is [added: also] eligible to receive a pro rata portion of his PRSUs granted in [removed: 2022 and] 2023 based on actual performance at the end of the applicable performance [removed: period.][added: period in 2025.]

[removed: Selected] [added: Selected] Highlights and Recent [removed: Developments][added: Developments]

| [removed: |] • | [removed: |] Reported total revenues of [removed: $15.4] [added: $14.7] billion; U.S. GAAP net [removed: earnings] [added: loss] of [removed: $54.7] [added: $(634)] million; adjusted EBITDA of [removed: $5.1] [added: $4.7] billion; U.S. GAAP [added: 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 [removed: $2.8 billion] [added: $2.3 billion,] and free cash flow of [removed: $2.4 billion.] [added: $2.0 billion (which included ~$650 million of transaction-related costs).] |

| [removed: |] • | [removed: |] Generated new product [removed: revenues1] [added: revenues3] of [removed: ~$450] [added: $582] million. |

| [removed: |] • | [removed: |] Supplied high-quality medicines to ~1 billion [removed: patients] [added: patients4] around the world. |

| [removed: 1] [added: 3.] | Refers to revenue from new products launched in [removed: 2023] [added: 2024] and the carryover impact of new products, including business development, launched within the last 12 months. |

[removed: Drivers of our 2023] [added: 2024] short-term incentive results included:

| [removed: |] • | [removed: |] Above-target adjusted EBITDA and free cash [removed: flow for] [added: flow, relative to] short-term incentive [removed: compensation purposes,] [added: objectives,] 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: 2023] [added: 2024] short-term incentive compensation and public reporting purposes, see “Elements of [removed: 2023] [added: 2024] Compensation – [removed: 2023] [added: 2024] Annual Incentive Compensation Program – Annual Incentive Compensation Awards for [removed: 2023”] [added: 2024”] on page [removed: 33.] [added: [30](#tAICA).] |

| [removed: |] • | [removed: |] Above-target global product submissions, across broad and therapeutic-area agnostic product categories, driven by the strength of the Company’s development programs and successful acceleration of certain additional submissions. |

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

[removed: Executive] [added: Executive] Compensation [removed: Philosophy][added: Philosophy]

[removed: 2023] [added: 2024] Performance-Based Compensation [removed: Program][added: Program]

[removed: 2023] [added: 2024] Total Target Compensation

The chart below shows the [removed: target] total [removed: direct] [added: target] compensation opportunity for each of our [added: active] NEOs in [removed: 2023.][added: 2024.]

| [removed: NEO] | [removed: | Base Salary |] [added: NEO] | | | [removed: Target Annual Incentive] [added: Base Salary] | | | [added: Target Annual Incentive] | [removed: Target Long-Term Incentive] | | [added: Target Long-Term Incentive] | | [removed: 2023 Total Target Compensation(1)] | [added: 2024 Total Target Compensation(1)] | |

| [added: |] Scott A. [removed: Smith(2)] [added: Smith] | | | [removed: $1,400,000] | | | | [removed: $2,100,000] | | [added: 1,050,000] | | [removed: $11,200,000] | [added: 2,100,000] | | | [removed: $14,700,000] [added: 4,200,000] | | [added: | — | | | — | | | — | | | — | | | — | | | — | | | — | |]

| [added: |] Brian Roman | | | $800,000 | | | [removed: | $800,000 | | | | $1,600,000 | | | | $3,200,000] [added: $825,000] | |

| (1) | [removed: 2023] [added: 2024] Total Target Compensation equals the sum of base salary, target annual incentive, and target long-term incentive. |

Considerations for Setting [removed: 2023] [added: 2024] Incentive Performance Goals

In setting annual and long-term incentive performance goals, the Compensation Committee considered a [removed: broad] variety of [removed: data,] [added: information,] including potential divestitures, industry forecasts, internal projections, demographic data, advice from outside advisors, [removed: 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 [added: approvals, and both immediate and long-term strategic priorities of the business.]

Consistent with our philosophy of driving long-term company performance, the Compensation Committee, with the advice of its independent compensation consultant, [removed: will] annually [removed: consider] [added: considers] potential alternative performance metrics that link to our strategy and align with shareholder interests in long-term value creation.

[removed: 2023] [added: 2024] Peer Group

Below is the peer group selected by the Compensation Committee for [removed: 2023,] [added: 2024,] with the advice of the Compensation Committee’s independent compensation consultant.

| [added: |] Abbott Laboratories | | [added: |] Bristol-Myers Squibb Company | | [added: |] Pfizer Inc. | [added: |]

| [added: |] Amgen Inc. | | [added: |] Eli Lilly and Company | | [added: |] Regeneron Pharmaceuticals, Inc. | [added: |]

| [added: |] Bausch Health Companies Inc. | | [added: |] Gilead Sciences, Inc. | | [added: |] Sanofi S.A. | [added: |]

| [added: |] Baxter International [removed: Inc] [added: Inc.] | | [added: |] Novartis AG | | [added: |] Teva Pharmaceutical Limited | [added: |]

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.

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.

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 |

| 25 |

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. |

In 2024, Viatris:

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

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

| • | 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. |

| 4. | 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. |

| |

| 26 |

| |

| ○ | 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. |

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 generics and specialty products, over the last several years, a greater portion of the Company’s investments has been focused on complex or difficult-to-formulate products, such as modified release or complex injectables such as glucagon, rather than on commodity products, such as conventional oral solid dosage forms.

As previously mentioned, one of the Company’s three strategic pillars to accelerate growth and shareholder return is our focus on expanding our innovative portfolio to identify, vet and secure best-in-class, patented-protected assets in areas of unmet medical need.

In 2024, the Company made several additions to its innovative portfolio, including the following:

| • | In March 2024, the Company acquired exclusive global development and commercialization rights to two Phase 3 assets from Idorsia Ltd., selatogrel and cenerimod, as well as the potential to add additional innovative assets in the future. |

Selatogrel is a potential life-saving self-administered medicine for patients with a history of acute myocardial infarction, or heart attack, and builds on Viatris' existing global cardiovascular franchise and specialty infrastructure, as well as its knowledge, leadership, and distribution capabilities for self-administered medication for acute life-threatening conditions.

Cenerimod is a novel immunology asset that has the potential to be a first-in-class oral therapy for the treatment of systemic lupus erythematosus, the most common form of lupus.

Through lifecycle management, this asset also has the potential for broad application across multiple autoimmune diseases in a specialist-driven category with attractive market dynamics for oral therapies and could be a cornerstone asset in Viatris' immunology portfolio.

| • | In October 2024, the Company announced an exclusive licensing agreement with Lexicon Pharmaceuticals for sotagliflozin in all markets outside of the U.S. and Europe. Sotagliflozin was approved by the U.S. Food and Drug Administration in May 2023 to reduce the risk of cardiovascular death, hospitalization for heart failure, and urgent heart failure visit in adults with heart failure or type 2 diabetes mellitus, chronic kidney disease, and other cardiovascular risk factors. |

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 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.

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.

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

Michael Goettler, Chief Executive Officer, departed from the Company effective April 1, 2023.

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.

Viatris’ management continues to execute on the strategic priorities previously outlined to shareholders and again achieved several notable accomplishments in 2023, furthering its strategic plan.

In 2023, Viatris delivered another four quarters of consistent, solid operational performance across all segments.

The Company:

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

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

| | • | | Maintained the quarterly dividend payment of $0.12 per share. |

| | • | | Returned capital to shareholders in the form of $576 million in dividends and $250 million in share buybacks, totaling $826 million. |

| | • | | Completed certain planned divestitures and is on track to complete all remaining divestitures by mid-year 2024, subject to final regulatory approvals, receipt of required consents and other closing conditions. |

Viatris has products across 10+ therapeutic areas, and has more than 250 medicines on the World Health Organization’s Essential Medicines list.

The Company has industry-leading science, development, regulatory

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of April [removed: 24, 2024] [added: 23, 2025] by (i) each Viatris Director, (ii) each NEO, and (iii) all Directors and executive officers of [added: Viatris Inc. as a group (based on 1,185,856,452 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 [removed: 24, 2024.][added: 23, 2025.]

In addition, each of our covered employees has five years to achieve minimum ownership requirements, as discussed in more detail in the [removed: Compensation Discussion & Analysis] [added: CD&A] section of this document.

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

| [added: |] W. Don Cornwell | | | [removed: 61,365 |] [added: 80,342] | | | — | | | [removed: |] * | |

| [added: |] JoEllen Lyons Dillon | | | [removed: 58,732 | (3)] [added: 77,709(1)] | | | 21,806 | | | [removed: |] * | |

| [added: |] Elisha Finney | | | [removed: 18,855 |] [added: 37,832] | | | — | | | [removed: |] * | |

| [added: |] Leo Groothuis | | | [removed: 22,146 |] [added: 39,907] | | | — | | | [removed: |] * | |

| [added: |] Melina Higgins | | | [removed: 176,236 | (5)] [added: 195,213(2)] | | | 21,806 | | | [removed: |] * | |

| [added: |] Harry Korman | | | [removed: 89,806 |] [added: 113,937] | | | 13,949 | | | [removed: |] * | |

| [added: |] Rajiv Malik | | | [removed: 1,455,798 | (6)] [added: 1,068,262] | | | 373,903 | | | [removed: |] * | |

| [added: |] Richard Mark | | | [removed: 72,333 |] [added: 91,310] | | | 12,260 | | | [removed: |] * | |

| [added: |] Mark Parrish | | | [removed: 121,418 |] [added: 140,395] | | | 21,806 | | | [removed: |] * | |

| [added: |] Scott A. Smith | | | [removed: 85,350 |] [added: 232,807] | | | — | | | [removed: |] * | |

| [added: |] All [removed: directors] [added: Directors] and executive officers as a group [removed: (15 persons)(10) | |] [added: (16 persons)(4)] | [removed: 2,590,770] | | [added: 2,751,712] | | [removed: 541,118] | [added: 534,948] | | | * | |

| [removed: *] [added: *] | [removed: *Less] [added: Less] than [removed: 1%.*] [added: 1%.] |

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

| [removed: *(5)*] [added: (2)] | [removed: *Includes] [added: Includes] 74,000 shares held by Ms. Higgins’ [removed: spouse.*] [added: spouse.] |

| [removed: *(9)*] [added: (3)] | [removed: *Mr.] [added: Mr.] Narula ceased to serve as the [removed: Company’s] [added: Company's] CFO effective as of March 1, [removed: 2024.*] [added: 2024.] |

| [removed: *(10)*] [added: (4)] | [removed: *Includes] [added: Includes] the [removed: 12] individuals [removed: other than Messrs. Coury, Goettler, Mauro and Narula] set forth above [removed: as well as Mses. Mistras and Le Goff and] [added: other than] Mr. [removed: Campbell.*] [added: Narula.] |

The following table lists the names and addresses of shareholders known to management [added: as of April 23, 2025,] to own beneficially more than five percent of the shares of common stock of Viatris as [removed: of April 24, 2024] [added: set forth below] (based on [removed: 1,190,662,399] [added: 1,185,856,452] shares of common stock of Viatris Inc. outstanding as of such date):

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

| [added: |] The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 | | | [removed: 142,262,690 | (1)] [added: 142,262,690(1)] | | | [removed: 11.9%] [added: ​12.0] | |

| [added: |] BlackRock, Inc., 50 Hudson Yards, New York, NY 10001 | | | [removed: 92,337,568 | (2)] [added: 92,337,568(2)] | | | [removed: 7.8%] [added: ​7.8] | |

| [added: |] Davis Selected Advisers, L.P. 2949 East Elvira Road, Suite 101, Tucson, [removed: Arizona] [added: AZ] 85756 | | | [removed: 62,661,728 | (3)] [added: 62,573,562(3)] | | | [removed: 5.3%] [added: ​5.3] | |

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

| [removed: *(1)*] [added: (1)] | [removed: *Based] [added: Based] on the Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024, [added: 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 [removed: stock.*] [added: stock.] |

| [removed: *(2)*] [added: (2)] | [removed: *Based] [added: Based] on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 26, 2024, [added: 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 [removed: stock.*] [added: stock.] |

| [removed: *(3)*] [added: (3)] | [removed: *Based] [added: Based] on [removed: a] [added: the] Schedule 13G filed by Davis Selected Advisers, L.P. with the SEC on [removed: February 9,] [added: January 24, 2025, as of December 31,] 2024, Davis Selected Advisors, L.P. has sole voting power [removed: of 61,054,564] [added: over 60,473,941] shares of common stock, shared voting power over [removed: 0 shares of common stock and no voting power over 1,607,164] [added: 2,099,621] shares of common stock, sole dispositive [removed: voting] power [removed: of 62,661,728] [added: over 62,573,562] shares of common stock and shared dispositive [removed: voting] power [removed: of] [added: over] 0 shares of common [removed: stock.*] [added: stock.] |

| [removed: *(4)*] [added: (4)] | [removed: *Based] [added: Based] on the Schedule 13G/A filed by State Street Corporation with the SEC on January 30, 2024, [added: 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 [removed: stock.*] [added: stock.] |

| | | | | | | | | | | | |

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

| | Paul Campbell | | | 254,458 | | | 36,723 | | | * | |

| | James M. Kilts | | | 136,422 | | | — | | | * | |

| | Corinne Le Goff | | | 42,331 | | | — | | | * | |

| | Doretta Mistras | | | 25,180 | | | — | | | * | |

| | Sanjeev Narula(3) | | | 253,525 | | | — | | | * | |

| | Brian Roman | | | 193,916 | | | 32,695 | | | * | |

| | Rogério Vivaldi Coelho | | | 21,691 | | | — | | | * | |

| | | | | | | | | | | | |

| |

| --- |

| 53 |

| |

| | | | | | | | | |

| --- | --- |

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) | | | * | |

| Michael Goettler(4) | | | 321,653 | | | | — | | | | * | |

| James Kilts | | | 117,445 | | | | — | | | | * | |

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

| Sanjeev Narula(9) | | | 216,007 | | | | — | | | | * | |

| 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.* |

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

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

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

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

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: 2023,] [added: 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:

The Company has made payments to counsel to Mr. Malik of approximately [removed: $470,500] [added: $215,000] from January 1, [removed: 2023] [added: 2024] through April [removed: 24, 2024] [added: 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 [removed: $205,500] [added: $370,000] in [removed: 2024] [added: 2025] 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 [removed: reviewing] [added: the Audit Committee to review] and [removed: approving,] [added: 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.

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

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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Since approximately 1995, The Coury Firm LLC (together with its predecessors, “TCF”) and, in the past, other affiliated entities of TCF, has been serving as the broker of record in connection with several of Mylan’s and, since the closing of the Combination, Viatris’ employee benefit programs.

TCF is in the business of providing strategic corporate benefits advice and services, among others.

TCF provides certain services to Viatris and its subsidiaries pursuant to a contract between Mylan Inc., a subsidiary of Viatris, and TCF.

The principals of TCF are brothers and a son of Robert J.

Coury, a director and 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.

Commencing on September 1, 2020, the parties extended their agreement through December 31, 2023 on substantially the same terms as their prior arrangement, which included a fixed base fee of $37,500 per month to be paid by Mylan to TCF, corresponding to the term of agreements negotiated with certain benefit plan carriers and capping payments over that time period.

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

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

Angela Campbell, Mr. Campbell’s spouse and herself a related person of Viatris, held roles of increasing responsibility at Mylan Inc. since June 2007 and most recently served as Head of Operations Strategic Initiatives until her departure effective December 31, 2022.

In 2023, Ms. Campbell received an annual short-term cash incentive bonus of approximately $93,000 and deferred compensation and salary payments of approximately $7,000, in each case related to work performed in 2022, payment of approximately $21,000 for previously accrued but unused vacation days, and standard Company severance payments of approximately $166,000.

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

board of directors.

PJT served as a financial advisor to Viatris in connection with the transaction between Viatris and Biocon Biologics 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 such transaction.

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.

The Board determined that any such past arrangements, transactions or relationships would not interfere with the exercise of independent judgment by Messrs.

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

The Board had previously determined that Pauline van der Meer Mohr, who served on the Board until December 15, 2023, was independent under the applicable NASDAQ listing rules.

Mr. Coury, who served on the Board until December 15, 2023, and Mr. Goettler, who served on the Board until April 1, 2023, were not independent Directors under applicable NASDAQ listing rules.

Deloitte served as Viatris’ independent registered public accounting firm during [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and audited Viatris’ financial statements for the fiscal years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Details about the nature of the services provided by, and fees Viatris paid to, Deloitte and affiliated firms for such services during [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are set forth below.

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

| [removed: Audit–Related Fees(2)] | [added: Audit-Related Fees(2)] | | [removed: 0.28] | [added: 0.15] | | | [removed: 0.35] [added: 0.28] | |

| [added: |] Tax Fees(3) | | | [removed: 1.82 |] [added: 1.74] | | | [removed: 0.15] [added: 1.82] | |

| [added: |] All Other Fees | | | — | | | [removed: |] — | |

| [removed: *(1)*] [added: (1)] | [removed: *Represents] [added: 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, [removed: reporting] [added: reporting,] and disclosure [removed: matters.*] [added: matters.] |

| [removed: *(2)*] [added: (2)] | [removed: *Represents] [added: 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 [removed: filings] [added: filings,] and other agreed-upon [removed: procedures.*] [added: procedures.] |

| [removed: *(3)*] [added: (3)] | [removed: *Represents] [added: Represents] fees primarily related to tax return preparation, tax [removed: planning] [added: planning,] and tax compliance support services, as well as fees related to tax advice provided in connection with the [removed: Combination.*] [added: Combination.] |

The Audit Committee has a policy regarding pre-approval of audit, audit-related, [removed: tax] [added: 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, [removed: tax] [added: tax,] and other services not covered by certain services pre-approved by the Committee up to certain amounts.

All services performed by Deloitte during [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were pre-approved by the Audit Committee in accordance with its pre-approval policy.

| | | | | 2024 | | | 2023 | |

| | Audit Fees(1) | | | $18.13 | | | $18.03 | |

| | Total Fees | | | $20.02 | | | $20.13 | |

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| 55 |

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

| Audit Fees(1) | | $ | 18.03 | | | $ | 15.41 | |

| Total Fees | | $ | 20.13 | | | $ | 15.91 | |

| [removed: 31.1] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1792044/000114036125016679/ny20042022x3_ex31-1.htm)] | | [removed: [Certification] [added: | Certification] of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312524118165/d758146dex311.htm)] [added: 2002.] |

| [removed: 31.2] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1792044/000114036125016679/ny20042022x3_ex31-2.htm)] | | [removed: [Certification] [added: | Certification] of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1792044/000119312524118165/d758146dex312.htm)] [added: 2002.] |

| 104 | | [added: |] 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). |

| Date: April [removed: 26, 2024] [added: 30, 2025] | | [added: |] VIATRIS INC. | | | [added: |]

| | | [added: |] By: | | [added: |] /s/ Theodora Mistras |

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

[removed: *Adjusted EBITDA*][added: Adjusted EBITDA]

Adjusted EBITDA for purposes of the [removed: 2023] [added: 2024] annual compensation awards is derived from Viatris’ financial statements in the same manner as Viatris’ publicly reported adjusted EBITDA for [removed: 2023] [added: 2024] (“as reported”), except that the calculation for the [removed: 2023] [added: 2024] annual incentive program (“for [removed: 2023] [added: 2024] annual incentive compensation”) utilized [removed: 2023] [added: 2024] budgeted foreign exchange rates (“currency impact”) and further adjusts for [added: all impacts of the Company’s divestitures following their consummation (“impact of divestitures”),] acquired IPR&D [removed: costs] [added: costs,] and the impact of divestitures.