Viatris (VTRS) 10-K risk factor changes: FY2025 vs FY2024

◦We may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, our strategic initiatives and priorities, including [removed: divestitures, acquisitions or] [added: our enterprise-wide strategic review and] other potential [added: corporate] transactions.

◦There are [removed: ongoing] risks and uncertainties associated with [removed: our recent] divestitures, [added: product rationalizations and asset sales,] one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

◦Our competitors, including branded pharmaceutical companies, and/or other third parties, may allege that we or our suppliers are infringing upon their intellectual property, including in an “at risk launch” situation, [added: which could result in substantial monetary damages, impact our ability to launch a product and/or our ability to continue marketing a product, and/or force us to expend substantial resources in resulting litigation, the outcome of which is uncertain.]

We may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, our strategic initiatives and priorities, including [removed: divestitures, acquisitions or] [added: our enterprise-wide strategic review and] other potential [added: corporate] transactions.

[removed: Certain of these transactions] [added: Implementing our strategic initiatives] and [removed: arrangements have] [added: priorities has] been and may in the future be material both from a strategic and financial perspective.

[removed: These] [added: Our] strategic initiatives and priorities have been, and may continue to be, complex, time-consuming or expensive, may divert management’s and employees’ attention, and expose us to operational ineffectiveness.

We may miscalculate the risks associated with our strategic initiatives and priorities at the time they are made or not have the resources or ability to access all the relevant information to evaluate them properly, including with regard to the potential of R&D pipelines, manufacturing issues, compliance issues, [added: supply chain continuity, technology, data capabilities,] or the outcome of ongoing legal and other proceedings.

Innovative [added: and patent protected] assets are [removed: more] difficult, costly and time-consuming to develop, receive regulatory approval for and bring to market.

[removed: Divestitures, product rationalizations or asset sales] [added: Such actions] have resulted and could in the future result in asset impairments, [removed: or] [added: as well as] reductions to the size or scope of our business, our [added: results of operations (including but not limited to total revenues and cash flows), our] market share in particular [removed: markets] [added: markets,] or our opportunities and ability to compete with respect to certain markets, therapeutic areas or products.

[removed: Please also refer to “*There] [added: There] are [removed: ongoing] risks and uncertainties associated with [removed: our recent] divestitures, [added: product rationalizations and asset sales,] one or more of which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock [removed: price.”*][added: price.]

[removed: We] [added: In addition, we] have [removed: entered into] [added: in the past] and may in the future enter into [added: (i) strategic alliances with partners to develop, manufacture, market and/or distribute certain products, and/or certain components of our products, in various markets and (ii)] agreements with our collaboration partners that provide for certain services, as well as cross manufacturing, development and licensing arrangements.

[added: We commit substantial efforts and other resources to these various alliances and collaborations] There is a risk that the investments made by us in these and other alliances and collaborative arrangements will not generate financial returns.

[removed: While we believe our relationships with our collaboration partners generally are successful,] [added: In addition,] our collaboration partners’ financial situation, or disputes or conflicting priorities and regulatory or legal intervention has been or could in the future be a source of delay or uncertainty as to the expected benefits of our strategic alliances and collaborations.

[removed: There are ongoing risks and uncertainties associated] with [removed: our recent divestitures, one or more of which] [added: respect to such actions,] could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock [removed: price.][added: price.]

In recent years, the Company has completed several divestitures, including the Biocon Biologics Transaction, the OTC [removed: Transaction] [added: Transaction, the divestiture of our API] and [added: women’s healthcare businesses and] other divestitures.

These divestitures have resulted and may in the future result in continued financial and operational exposure to the divested assets or businesses, such as through guarantees or other financial arrangements, indemnification, continued supply and [added: distribution arrangements,] transition services obligations to the divested businesses, stranded costs, or potential litigation.

Refer to Note 5 *Divestitures* included in Part II, Item 8 of this Form 10-K for more information about our [removed: recently completed] divestitures.

The process of integrating operations [removed: and implementing restructuring initiatives] could cause an interruption of, or loss of momentum in, the activities of one or more of Viatris’ businesses.

[removed: These] [added: In addition,] integration [removed: and restructuring processes] [added: activities] have in the past and may in the future require Viatris’ senior management to devote considerable amounts of time to these [removed: processes,] [added: activities,] which has in the past and could in the future decrease the time they have to manage and service Viatris’ [added: existing] businesses, and develop new products or strategies.

Even if integration activities [removed: and restructuring programs] are successful, we may not achieve anticipated synergies, growth opportunities and other financial and operating benefits within the timeline we anticipate, or at all.

If integration activities [removed: or restructuring programs] are unsuccessful, if the estimated costs are higher than anticipated, or if we are unable to realize the anticipated synergies and other benefits, there could be a material adverse effect on Viatris’ business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

Upon winning the tender, the winning company will receive a preferential reimbursement for a period [added: of time.]

[removed: Although we continue to expect to see focus on regulating pricing, we cannot predict what, if any,] additional changes in legislative or regulatory priorities and personnel may transpire at the state or federal level, [removed: particularly given that there is a new presidential administration and change in control of Congress,] or what the ultimate impact may be.

In recent years, there have been numerous initiatives on the federal and state levels for comprehensive reforms affecting the payment for, the availability of and reimbursement for, healthcare services in the U.S., and it is likely that [removed: Congress] [added: Congress, the Administration,] and state legislatures and health agencies will continue to focus on healthcare reform in the future.

In 2022, [removed: then-President Biden signed into law] the Inflation Reduction [removed: Act,] [added: Act was enacted,] which includes numerous Medicare reforms that will affect reimbursement for certain pharmaceuticals covered by Medicare and modify the Part D and Part B program structure, including shifting the liability for certain prescription drug costs shared between Medicare, pharmaceutical manufacturers, and Part D plans.

We are unable to predict the future course of federal or state healthcare legislation in the U.S. or reform or the outcome of challenges to such laws or reforms once [removed: passed, particularly given that there is a new presidential administration and change in control of Congress.][added: passed.]

- instability in the Middle East, especially the [removed: ongoing] conflict in Israel and Gaza, has impacted and may continue to impact our and our partners’ ability to develop and manufacture products in the region and to transport those products to other markets, and has impacted and may continue to impact the ability of regulators to conduct required inspections at our or our partners’ manufacturing facilities in the region.

[added: The conflict has also impacted our and our partners’] ability to market or sell pharmaceutical products in the area, and has caused and may continue to cause other disruptions to the supply chain.

- [added: government shutdowns or] changes in government or economic policies, elections, or financial, political, or social change or instability that affects the markets or countries in which we or our partners operate;

- [removed: increased tariffs on the import or export] [added: imposition] of [removed: our products, ingredients] [added: adopted, new, announced] or [removed: inputs into our products,] [added: proposed tariffs, trade restrictions] or [removed: API,] [added: domestic sourcing requirements,] including [removed: potentially significant reciprocal tariffs] [added: but not limited to products, ingredients, and inputs (such as API)] on products sold between the U.S. and other countries as a result of recent trade policy shifts in the [removed: U.S.;][added: U.S. and other countries;]

- [added: changing or increasing requirements related to the domestic or regional manufacture of pharmaceutical products, or other country of origin policies, in the U.S., EU, and other jurisdictions globally, including] changes in U.S. government procurement laws for pharmaceutical products related to compliance with the Trade Agreements Act or country of origin policies, [removed: or] changes in U.S. agency procurement policies for pharmaceutical products manufactured in India or [removed: China;][added: China, or changes in relevant customs, import, and export laws;]

These and other future events or decisions have in the past and may in the future lead to [added: significant] asset impairments and/or related [removed: charges.][added: charges, including a goodwill impairment charge of $2.94 billion in 2025.]

Third parties may illegally [added: manufacture,] distribute [removed: and] [added: and/or] sell counterfeit or IP-infringing versions of our products that do not meet our rigorous manufacturing and testing standards.

In China, for example, we face strong competition from certain generic manufacturers, which [removed: have] [added: has] resulted and may in the future result in price cuts and volume loss on some of Viatris’ branded [removed: products.][added: products without patent term and/or regulatory protection.]

For [removed: each of] the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] Viatris’ top ten products in terms of sales, in the aggregate, represented approximately [removed: 33%] [added: 36% and 33%, respectively,] of the Company’s net sales.

For example, if the U.S. [removed: government] [added: or another country] defaults on its debt, or [removed: the U.S. Treasury] takes measures to avoid such a default, or if there is an assumption that such an event may occur, this could have a negative impact on general economic conditions, including the liquidity of and access to the capital markets.

In addition, higher rates of inflation [removed: over the past few years] have resulted, and may continue to result, in increased costs of labor, raw materials, other supplies and freight and distribution costs, among others.

Failure to comply with these laws, regulations or expectations could result in a range of consequences, including, but not limited to, fines, penalties, disgorgement, exclusion from U.S. federal healthcare reimbursement programs, unanticipated compliance expenditures, suspension of review of applications or other submissions, rejection or delay in approval of applications, recall or seizure of products, total or partial suspension of production and/or [removed: distribution,] [added: distribution of certain products or at certain facilities,] our inability to sell products, the return by customers of our products, injunctions, and/or criminal prosecution.

The safety profile of any product will continue to be closely monitored [added: both] by the [added: Company through on-going post-market vigilance programs and by the] FDA and comparable foreign regulatory authorities after approval.

[removed: Compliance with such regulations and with our own quality standards requires substantial expenditures of time,] money, and effort in multiple areas, including training of personnel, record-keeping, production, and quality control and quality assurance.

◦Viatris’ restructuring activities may not achieve their intended goals and may present significant challenges, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

◦The integration of acquired businesses has presented and may in the future present significant challenges, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

◦The imposition of tariffs on, or other trade restrictions or domestic sourcing requirements in, the territories and countries where we, our partners, suppliers, or customers do business, as well as any retaliatory actions

◦Incorporating ML, AI and other emerging technologies into our products, services and operations may result in legal and regulatory risks, reputational harm or have other adverse consequences to our business, financial condition or results of operations.

As a result of the EWSR initiated in 2025, the Company has identified three strategic imperatives that will drive our future and position the Company for sustainable growth by (i) driving our base business through executing successful launches, focusing on supply chain continuity, evolving our generics portfolio over time towards more profitable, higher-margin products and strengthening our established brands portfolio (ii) fueling our innovative portfolio through advancing a pipeline of late-stage and in-market growth assets sourced both internally and externally; and (iii) modernizing for sustainable growth through strengthening our technology, data and talent capabilities to enable sustained success in a rapidly evolving healthcare environment.

As the Company looks to drive its base business by executing successful launches, evolving its generics portfolio over time towards more profitable, higher margin products, strengthening its established brands portfolio, and advancing its portfolio of late-stage and in-market growth assets sourced both internally and externally, it expects to use more capital resources and has entered into, and may in the future enter into, financial commitments in connection with acquisitions, alliances and collaborations, such as, our acquisition of the development programs for selatogrel and cenerimod, which are currently in Phase 3 development and our acquisition of Aculys Pharma, including exclusive rights to pitolisant in Japan and Spydia® in Japan and certain other markets in the Asia-Pacific region.

Viatris’ restructuring activities may not achieve their intended goals and may present significant challenges, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

As a result of the EWSR initiated in 2025, Viatris has announced related cost-saving and restructuring activities designed to deliver meaningful cost savings primarily over a three year period expected to optimize its commercial capabilities, enabling functions, its R&D, medical and regulatory activities, and its sourcing, manufacturing and supply chain, including inventory optimization.

Implementing these restructuring activities, including anticipated headcount reductions of up to approximately 10% and an anticipated facility closure, could cause an interruption of, or loss of momentum in, the activities of one or more of Viatris’ businesses, difficulty retaining existing employees, or require Viatris’ senior management to devote considerable amounts of time to these processes, which would decrease the time they have to manage and service Viatris’ existing businesses, and develop new products or strategies.

In addition, the restructuring activities could result in total costs and expenses that are greater than anticipated, asset impairments, and reductions to the size or scope of our business, our results of operations, including but not limited to total revenues, and cash flows, our market share in particular markets or our opportunities and ability to compete with respect to certain markets, therapeutic areas or products.

Even if the restructuring activities and related initiatives are successful, we may not achieve anticipated cost savings, opportunities for reinvestment, growth opportunities and other financial and operating benefits within the timeline we anticipate, or at all.

If our restructuring activities are unsuccessful, if the estimated costs are higher than anticipated, or if we are unable to realize the anticipated cost savings and other benefits, there could be a material adverse effect on Viatris’ business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

Viatris has completed or is in the process of completing divestitures, product rationalizations and asset sales, and expects to initiate additional divestitures, product rationalizations and asset sales in the future.

In addition, we may also face other challenges as a result of divestitures, including maintaining employee morale and retaining key management.

With respect to the Biocon Biologics Transaction, in December 2025, Viatris entered into definitive agreements with Biocon for the sale of Viatris’ equity stake in Biocon Biologics for total consideration of $815 million, consisting of $400 million in cash and $415 million in newly issued equity shares of Biocon.

The shares are subject to a six-month lock-up period.

While the shares are listed and traded on the National Stock Exchange of India, the value of the shares remains subject to market fluctuations and there is no guarantee that Viatris will be able to sell the shares for any particular price.

The integration of acquired businesses has presented and may in the future present significant challenges, which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

The imposition of tariffs on, or other trade restrictions or domestic sourcing requirements in, the territories and countries where we, our partners, suppliers, or customers do business, as well as any retaliatory actions with respect to such actions, could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares, and/or stock price.

The U.S. has imposed or is considering imposing tariffs on certain imports from other countries, including pharmaceutical products, ingredients and inputs, which could significantly impact our cost of doing business.

The imposition of adopted, new, announced or proposed tariffs, trade restrictions or domestic sourcing requirements on pharmaceutical imports, including but not limited to products, ingredients, and inputs (such as API), could result in increased costs of goods and prices, disruptions to our supply chain, manufacturing delays, supply shortages, and adverse impacts to clinical trials.

These measures could also result in decreased profit margins on certain of our products.

Decreased or negative profit margins have in the past, and could in the future, make the production of certain of our products unsustainable, thereby reducing our net sales as well as access for patients.

In addition, we may be restricted in our ability to adapt, or may be unable or unsuccessful in adapting, to these impacts and challenges due to, among other things, the terms of our current customer, supply or distribution agreements, or the need to obtain regulatory approval prior to making any changes to our manufacturing locations, processes or suppliers.

Existing, announced, and future tariffs, trade agreements, or domestic sourcing requirements, as well as potential exemptions, could also provide our competitors with an advantage to the extent such future impacts disproportionately affect us compared with them.

The impact of any adopted, announced, new or proposed tariffs, trade restrictions or domestic sourcing requirements on our business continues to be subject to a number of factors that we cannot predict, including, but not limited to, the scope, nature, amount, effective date and duration of any such measures.

Furthermore, general uncertainty related to adopted, new or potential tariffs, trade restrictions and domestic sourcing requirements has in the past reduced and could in the future further reduce global economic activity, thereby resulting in additional adverse impacts to us.

Recent actions by the Administration to establish most-favored-nation drug pricing pilot programs and its entrance into most-favored-nation drug pricing agreements with our competitors, could negatively impact the financial performance of innovative pipeline products and impact the business development environment.

Although we continue to expect to see focus on regulating pricing, we cannot predict what, if any,

For example, changes to or reductions in subsidies of individual insurance plans on the healthcare exchanges in 2026 have led to a reduction in the number of individuals with health insurance in the U.S., which could lead to correlating reductions in spending on pharmaceuticals and increased reliance on our patient support programs.

Instability related to government funding, particularly Congressionally appropriated funds used by the FDA or user fees, or heightened levels of staff departures at key regulatory agencies, could lead to increased regulatory uncertainty and delayed approvals for NDAs and ANDAs.

For example, we may lose market exclusivity for Amitiza® 24 μg in Japan in June 2026.

In particular, high levels of inflation and rising energy costs have in the past, and may in the future, result in significant economic volatility.

Our manufacturing operations involve handling chemicals, pressurized systems, and complex equipment and electrical systems, which expose us to inherent health and safety risks.

These include accidents, fires, explosions, chemical spills, and employee exposure to hazardous substances.

Such incidents have in the past and could in the future result in serious injury, property damage, regulatory investigations, or significant operational disruptions.

We have implemented systems and procedures across our facilities designed to prevent, prepare for and respond to such incidents.

However, if our systems,

procedures or other risk management efforts are not effective, our facilities may be adversely affected, and operations would experience significant impact or disruption.

For example, certain jurisdictions and regulatory agencies, including the FDA and EMA, require risk assessments and, if applicable, testing for the presence of nitrosamine impurities in certain drugs.

◦The integration of acquired businesses as well as restructuring programs have presented and may in the future present significant challenges.

which could result in substantial monetary damages, impact our ability to launch a product and/or our ability to continue marketing a product, and/or force us to expend substantial resources in resulting litigation, the outcome of which is uncertain.

Viatris has announced various strategic initiatives and priorities, transactions and business arrangements.

As the Company moves forward, it will look to accelerate its growth by building on the strength of its base business with an expanding portfolio of innovative, best-in-class, patent-protected assets and will focus on three strategic pillars: 1) diversified and growing base business, 2) financial strength and significant cash flow and 3) expanding innovative portfolio.

Implementing these and other strategic initiatives and priorities has included and may in the future include divestitures, acquisitions, asset purchases, partnerships, collaborations, joint ventures, product rationalization and other investments.

We have also entered into strategic alliances with partners, including through our Global Healthcare Gateway®, to develop, manufacture, market and/or distribute certain products, and/or certain components of our products, in various markets.

We commit substantial efforts and other resources to these various alliances and collaborations.

In addition, as the Company looks to accelerate its growth by building on the strength of its base business with an expanding portfolio of innovative, best-in-class, patent-protected assets, it expects to

use more capital resources and has entered into, and may in the future enter into, financial commitments in connection with these alliances and collaborations.

For example, our acquisition of the development programs for selatogrel and cenerimod, which are currently in Phase 3 development.

For example, on February \[25\], 2025, in order to preserve the ongoing continuity of the development programs for selatogrel and cenerimod considering certain capital structuring steps announced by Idorsia to secure its ongoing operations, Viatris and Idorsia entered into a letter agreement to amend certain terms of the original agreements described in Part I, Item 1 Business - *About Viatris - Business Strategy* of this Form 10-K.

For instance, in connection with our recently completed divestitures, we have entered into transition services and manufacturing and supply agreements pursuant to which we have agreed to provide certain specified services to the respective purchasers, including manufacturing, quality, supply chain, pricing and procurement, regulatory, product safety and risk management, medical affairs, IT, finance, human resources, real estate, commercial development and local commercial operations services.

In addition, in connection with the OTC Transaction and the divestitures of our women’s healthcare business, we entered into distribution agreements.

Our obligations under these agreements have resulted and may in the future result in additional expenses that are borne by us and have diverted and may continue to divert our focus and resources that would otherwise be invested into maintaining or growing our retained business.

In connection with our API business divestiture, we entered into a manufacturing and supply agreement pursuant to which we are purchasing a significant amount of API from the purchaser in that transaction.

Our obligations under the manufacturing and supply agreement may make us more vulnerable to API supply shortages and price volatility.

Please also refer to “*We have a limited number of manufacturing facilities and certain third-party suppliers produce a substantial portion of our API and products, some of which require a highly exacting and complex manufacturing process.”*

With respect to the Biocon Biologics Transaction, a significant portion of the consideration that we received, valued at approximately $1.3 billion on our balance sheet at December 31, 2024, is in the form of equity in Biocon Biologics, which is currently a privately held Indian company.

Although we have negotiated certain “downside” protection regarding the value of that equity in the Biocon Agreement and related documents, such protection does not guarantee any particular liquidity event or our ability to monetize our equity and, even if we are able to successfully liquidate our equity, the downside protection may be inadequate to guarantee a minimum return that we or investors expect.

In addition, we believe the success of the Biocon Biologics business will be highly dependent upon the successful transition of the business to, and ongoing operation of the business by, Biocon Biologics.

If the ongoing operation of the business is not successful, it could have a significant impact on the value of the equity we will own in Biocon Biologics and could negatively impact our business or financial condition.

We have also agreed to indemnify Biocon Biologics and certain of its representatives against certain losses suffered as a result of certain breaches of our representations, warranties, covenants and agreements in the Biocon Agreement and related documents.

Any event that results in a right for Biocon Biologics to seek indemnity from us could result in substantial liability to us and could adversely affect our financial position and results of operations.

We may not be able to realize the anticipated benefits from our divestitures, such as realizing the anticipated proceeds or utilizing the net proceeds for our strategic initiatives and priorities.

We may also face other challenges as a result of

divestitures, including maintaining employee morale and retaining key management and other employees to provide the transition services and to operate our retained business, and managing stranded costs.

As a result of the Biocon Biologics Transaction and our recently completed divestitures, our results of operations, including but not limited to total revenues and cash flows, have been reduced.

The integration of acquired businesses as well as restructuring programs have presented and may in the future present significant challenges.

Viatris has also in the past undertaken and may in the future undertake restructuring programs in order to achieve synergies and ensure the Company is optimally structured and efficiently resourced.

of time.

The conflict has also impacted our and our partners’

In particular, the global economy has recently been impacted by high levels of inflation and rising energy costs, which has resulted in significant economic volatility and central banks tightening their monetary policies and increasing interest rates.

precautions or contraindications in the labeling, which could restrict our potential market for the drug.

For example, we are currently working with Mapi to determine appropriate next steps with respect to a Complete Response letter from the FDA regarding the NDA for GA Depot 40mg.

We or

communication skills.

Any failure to comply with the above

Such attacks are increasingly sophisticated

The GDPR imposes significant compliance obligations, including required processes and policies governing our collection, transmission, processing and use of individuals personal information.

In general, GDPR, and other data protection laws and regulations, could require adaptation of our technologies or practices to satisfy local country data protection requirements and standards.

Such forward-looking statements may include, without limitation, statements about the goals or outlooks with respect to the Company’s strategic initiatives and priorities, including but not limited to divestitures, acquisitions, strategic alliances, collaborations, or other potential transactions; the [added: anticipated] benefits [removed: and synergies] of such [removed: divestitures, acquisitions,] strategic [removed: alliances, collaborations,] [added: initiatives] or [removed: other transactions,] [added: priorities] or restructuring [removed: programs;] [added: activities;] future opportunities for the Company and its products; [added: the outcomes of clinical trials] and [added: research studies; R&D and new product development; and] any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy and payments, share repurchases, debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, [added: imperatives,] competitions, commitments, confidence in future results, efforts to create, enhance or otherwise unlock value, and other expectations and targets for future periods.

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

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

- the potential impact of natural or man-made disasters, public health outbreaks, [removed: epidemics, pandemics,] [added: fires, accidents, weather, unrest] or [removed: social disruption] [added: other emergencies] in regions where we or our partners or suppliers operate;

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

- any changes in or difficulties with the Company’s manufacturing facilities, including with respect to [added: short- or long-term shutdowns,] inspections, remediation and restructuring activities, supply chain [removed: or] [added: continuity,] inventory [added: management,] or the ability to meet anticipated demand;

- uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions, [added: potential for adverse impacts from future] tariffs and trade [removed: policies,] [added: restrictions,] inflation rates and global exchange rates; and

[removed: You can access Viatris’ filings with the SEC through the SEC] website at www.sec.gov or through our website, and Viatris strongly encourages you to do so.

The Company operates in more than 165 countries and territories with [removed: approximately 32,000] [added: more than 30,000] employees.

The Company has [removed: 26 manufacturing] [added: 27 manufacturing, packaging,] and [removed: packaging] [added: distribution] sites worldwide, more than 1,400 approved molecules, and [added: what we believe is] industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise.

Complex [added: generic] products are [added: often] more difficult, costly and time-consuming to receive regulatory approval [removed: for] and bring to [removed: market.][added: market compared with commodity generic pharmaceutical products.]

Conversely, generic products generally experience less volatility over a longer period of time in Europe as compared to the U.S., primarily due to the role of [added: government oversight of healthcare systems in the region.]

[removed: In the U.S. and some other countries, when market exclusivity expires and generic versions of a] product are approved and marketed, there can often be very substantial and rapid declines in the branded product’s sales.

For example, generic entry [removed: may occur] for Amitiza® 24 μg [added: may occur] in Japan in [removed: December 2025 upon expiration] [added: June 2026 depending on the outcome] of patent [removed: exclusivity.][added: litigation.]

The tender system often results in companies underbidding one another by proposing [removed: low] [added: lower] pricing in order to win the tender.

In addition to the impact of competition, government pricing actions and other measures designed to reduce healthcare costs, our results of operations, cash flows and financial condition could also be affected by other risks of doing business internationally, including the impact of inflation, elections, geopolitical events, including the ongoing conflicts in the Middle East and between Russia and Ukraine and related trade controls, sanctions, supply chain [added: disruptions] and staffing challenges and other economic considerations, [removed: supply chain disruptions,] [added: longer review, response and approval times as a result of evolving regulatory priorities and reductions in personnel at health agencies, the potential for adverse impacts from future tariffs and trade restrictions,] foreign currency exchange fluctuations, public health epidemics, changes in intellectual property legal protections and other regulatory changes.

The [removed: Company] [added: transaction was] accounted for [removed: the transaction] as an asset acquisition, with the upfront payment expensed as *Acquired IPR&D* in the fourth quarter of [removed: 2024.][added: 2025*.*]

Following an inspection by the FDA at our oral finished dose manufacturing facility in Indore, India in 2024, the FDA [removed: has] issued a warning [removed: letter,] [added: letter] and an import alert related to this facility.

The import alert affects 11 [removed: actively distributed] products that will no longer be accepted into the U.S. until the warning letter is lifted.

We have been in regular communication with [added: the] FDA during this process and will continue to work to ensure that the FDA is satisfied with the steps we have taken to resolve all the points raised.

While product continues to be shipped from the Indore facility to markets outside the U.S., [removed: some] [added: as expected, we have also experienced a negative] impact in other [removed: markets,] [added: markets during 2025,] including the ARV business in Emerging Markets and select generic products in [removed: Europe, is anticipated.][added: Europe.]

Viatris has worldwide commercialization rights for both selatogrel and cenerimod [removed: (excluding,] [added: (which excluded,] for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region).

A joint development committee was formed to oversee the development of the [removed: ongoing Phase 3 programs through regulatory approval.]

The agreements also [removed: provide] [added: provided] Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.

Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs, which are expected to be incurred through [removed: 2026.][added: 2027.]

Under the terms of the letter agreement, Viatris [removed: will receive] [added: received] additional territory rights in Japan, South Korea and certain other countries in the Asia-Pacific region for cenerimod, a $250 million reduction in contingent milestone payments, including $200 million of development milestones, and additional personnel to expedite transitioning the development programs to Viatris in exchange for Viatris assuming $100 million of Idorsia’s obligation to contribute to development costs.

In addition, the [removed: letter agreement provides for the replacement of the] joint development committee [added: has been replaced] with a transition committee to oversee the transition of both development programs to Viatris.

Refer to Note [removed: 5 *Divestitures* included] [added: 8 *Goodwill and Intangible Assets*] in Part II, Item 8 of this Form 10-K for more information.

The table below is a summary of the Company’s financial results for the year ended December 31, [removed: 2024] [added: 2025] compared to the prior year period:

| (In millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | | | | | | | |

| Total revenues | | | $ | [removed: 14,739.3] [added: 14,299.9] | | | | | $ | [removed: 15,426.9] [added: 14,739.3] | | | | | $ | [removed: (687.6)] [added: (439.4)] | | | | | | | |

| Gross profit | | | [removed: 5,623.6] [added: 5,013.5] | | | | | | [removed: 6,438.6] [added: 5,623.6] | | | | | | [removed: (815.0)] [added: (610.1)] | | | | | | | | |

| [removed: Earnings] [added: (Loss) earnings] from operations | | | [removed: 10.1] [added: (2,663.1)] | | | | | | [removed: 766.2] [added: 10.1] | | | | | | [removed: (756.1)] [added: (2,673.2)] | | | | | | | | |

| [removed: Net] [added: U.S. GAAP net] (loss) earnings | | | [removed: (634.2)] | | | [removed: | | | 54.7] [added: $] | [added: (3,514.9)] | | | | | [removed: (688.9)] [added: $] | [added: (634.2)] | | | | | [added: $] | [added: 54.7] | |

| Diluted [removed: (loss) earnings] [added: loss] per share | | | $ | [removed: (0.53)] [added: (3.00)] | | | | | $ | [removed: 0.05] [added: (0.53)] | | | | | $ | [removed: (0.58)] [added: (2.47)] | | | | | | | |

We routinely evaluate our net sales and total revenues performance at constant currency so that [removed: sales] [added: these] results can be viewed without the impact of foreign currency exchange rates, thereby facilitating a period-to-period comparison of our operational activities, and believe that this presentation also provides useful information to investors for the same reason.

| (In millions, except %s) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | [removed: 2024] [added: 2025] Currency Impact (1) | | | | | | [removed: 2024] [added: 2025] Constant Currency Revenues | | | | | | Constant Currency % Change (2) | | |

| Total net sales | | | [removed: 14,692.8] [added: 14,250.4] | | | | | | [removed: 15,388.4] [added: 14,692.8] | | | | | | [removed: (5)] [added: (3)] | | % | | | | [removed: 239.5] [added: (177.7)] | | | | | | [removed: 14,932.3] [added: 14,072.6] | | | | | | [removed: (3)] [added: (4)] | | % |

| Consolidated total revenues (3)(5) | | | $ | [removed: 14,739.3] [added: 14,299.9] | | | | | $ | [removed: 15,426.9] [added: 14,739.3] | | | | | [removed: (4)] [added: (3)] | | % | | | | $ | [removed: 239.6] [added: (178.5)] | | | | | $ | [removed: 14,978.9] [added: 14,121.3] | | | | | [removed: (3)] [added: (4)] | | % |

(2)The constant currency percentage change is derived by translating net sales or revenues for the current period at prior year comparative period exchange rates, and in doing so shows the percentage change from [removed: 2024] [added: 2025] constant currency net sales or revenues to the corresponding amount in the prior year.

- the possibility that the Company may be unable to achieve the intended or expected benefits of its enterprise-wide strategic review and related cost-saving and restructuring activities within the expected timeframe or at all;

- products in development that receive regulatory approval may not achieve expected levels of market acceptance, efficacy or safety;

- longer review, response and approval times as a result of evolving regulatory priorities and reductions in personnel at health agencies;

You can access Viatris’ filings with the SEC through the SEC

In the U.S. and some other countries, when market exclusivity expires and generic versions of a

*2026 Restructuring Program*

In 2025, the Company initiated an EWSR to enable the Company to build a more focused, efficient and future-ready organization and position the Company for sustained growth beginning in 2026.

On February 26, 2026, the Company announced the results of its EWSR, and as a part of the review, committed to and began implementation of certain restructuring activities.

These restructuring activities are expected to optimize the Company’s commercial capabilities, enabling functions, R&D, medical affairs and regulatory activities, and sourcing, manufacturing and supply chain activities, including inventory optimization.

As a result, the Company expects a global workforce reduction of up to approximately 10%.

The Company anticipates that these restructuring activities, as well as associated costs and savings, will be completed primarily over the next three years.

The Company expects to record charges for costs associated with the restructuring activities of the EWSR.

For the committed restructuring activities, the Company expects to incur total pre-tax charges ranging between $700 million and $850 million.

Such charges are expected to include between $50 million and $100 million of non-cash charges mainly related to accelerated depreciation and asset impairment charges, including inventory write-offs.

The remaining estimated cash costs of between $650 million and $750 million are expected to be primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations, vendor consolidations, product transfer costs and network related simplification and modernization costs.

In addition, management believes the potential savings related to these committed restructuring activities will be between $600 million and $700 million once fully implemented, with most of these savings expected to improve operating cash flow.

*Acquisition of Aculys Pharma*

On October 15, 2025, the Company acquired Aculys Pharma, a clinical stage biopharmaceutical company focused on commercializing innovative treatments for neurological conditions.

Viatris received rights to develop and commercialize pitolisant and Spydia®, two assets in the CNS therapy area, further expanding Viatris' portfolio of innovative products in Japan.

As part of the transaction, Viatris acquired exclusive development and commercialization rights in Japan for pitolisant, a selective/inverse agonist of the histamine H3 receptor.

One indication is for the treatment of excessive daytime sleepiness or

cataplexy in adult patients with narcolepsy and the second is for the treatment of excessive daytime sleepiness

associated with obstructive sleep apnea syndrome.

The Japanese NDAs for both indications have been submitted to the Japan Pharmaceuticals and Medical Devices Agency and are under review by the agency.

The transaction also includes exclusive rights in Japan and certain other markets in the Asia-Pacific region for Spydia® Nasal Spray, which was approved in Japan in

June 2025 for the treatment of status epilepticus and launched in December 2025.

Under the terms of the acquisition agreement, the Company made a $35.0 million upfront payment to Aculys Pharma shareholders as consideration for the acquisition, with additional consideration contingent upon the achievement of specified regulatory and commercial milestones, and royalties on net sales.

*CCPS in Biocon Biologics*

In December 2025, the Company entered into definitive agreements with Biocon for the sale of the Company’s equity stake in Biocon Biologics.

Under the terms of the definitive agreements, Biocon acquired all of Viatris’ CCPS in Biocon Biologics for total consideration of $815.0 million, consisting of $400.0 million in cash and $415.0 million in newly issued equity shares of Biocon, which are listed and traded on the National Stock Exchange of India.

The transaction closed during the first quarter of 2026 and the shares are subject to a six-month lock up period.

In addition, the terms of the definitive agreements accelerate the expiration of biosimilars non-compete restrictions previously placed on Viatris in 2022 in connection with Viatris’ sale of its biosimilars portfolio and related commercial and other capabilities to Biocon Biologics.

These restrictions expired immediately at the time of close for all ex-U.S. markets and will expire in November 2026 for U.S. markets.

*Manufacturing Facilities*

During 2025, we made substantial progress on our remediation activities at the facility, including but not limited to related personnel actions.

The facility will be subject to a reinspection by the FDA.

The timing of the reinspection will be determined by the FDA; however, we anticipate that the facility will be ready for reinspection in 2026.

The estimated negative impact to total revenues for the year ended December 31, 2025 versus the year ended December 31, 2024 was approximately $370 million.

In mid-February 2026, a fire occurred in a service area at the Company's oral solid dose manufacturing facility in Nashik, India.

Manufacturing at the facility has been temporarily suspended and the Company currently expects to resume operations beginning in April 2026.

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

government oversight of healthcare systems in the region.

*Lexicon Licensing Agreement*

In October 2024, the Company entered into an exclusive licensing agreement with Lexicon for sotagliflozin in all markets outside of the U.S. and Europe in exchange for an upfront payment of $25.0 million, and additional potential contingent payments, including regulatory milestones, sales milestones and tiered royalties ranging from low-double-digit to upper-teens on annual net sales.

Viatris will be responsible for all regulatory and commercialization activities for sotagliflozin in the licensed territories.

Lexicon will be responsible for providing clinical and commercial supply of sotagliflozin to Viatris.

*Indore Manufacturing Facility*

It makes exceptions, subject to certain conditions, for four products based on shortage concerns.

Following recently concluded discussions with the FDA, the Company does not expect additional product exceptions to be granted by the FDA.

The necessary corrective and preventive actions are well underway, including but not limited to related personnel actions.

The Company currently estimates the negative impact to 2025 total revenues to be approximately $500 million and to 2025 earnings from operations to be approximately $385 million.

*Divestitures*

In October 2023, the Company announced it had received an offer for the divestiture of its OTC Business and had entered into definitive agreements to divest its women’s healthcare business, its API business in India, its rights to two women’s healthcare products in certain countries, and commercialization rights in the Upjohn Distributor Markets.

The divestiture of the women’s healthcare business was primarily related to our oral and injectable contraceptives and did not include all of our women’s healthcare related products.

The transaction to divest the Company’s rights to two women’s healthcare products in certain countries closed in December 2023 (other than in the U.K.), and the divestiture of the women’s healthcare business closed in March 2024.

In the third quarter of 2024, the Company closed the divestiture of the product rights in the U.K. The divestitures of the commercialization rights in the majority of the Upjohn Distributor Markets closed during 2023 and 2024, the divestiture of our API business in India closed in June 2024, and the OTC Transaction closed in July 2024.

| Developed Markets (3) | | | $ | 8,929.4 | | | | | $ | 9,251.9 | | | | | (3) | | % | | | | $ | (5.3) | | | | | $ | 8,924.1 | | | | | (4) | | % |

| Greater China | | | 2,166.5 | | | | | | 2,160.4 | | | | | | — | | % | | | | 47.2 | | | | | | 2,213.7 | | | | | | 2 | | % |

| JANZ | | | 1,346.2 | | | | | | 1,424.5 | | | | | | (5) | | % | | | | 81.4 | | | | | | 1,427.6 | | | | | | — | | % |

| Emerging Markets (3) | | | 2,250.7 | | | | | | 2,551.6 | | | | | | (12) | | % | | | | 116.2 | | | | | | 2,366.9 | | | | | | (7) | | % |

| Other revenues (4) | | | 46.5 | | | | | | 38.5 | | | | | | NM | | | | | | 0.1 | | | | | | 46.6 | | | | | | NM | | |

The increase was partially offset by base business erosion of approximately $306.3 million.

This increase was partially offset by lower net sales of existing products mainly driven by lower pricing in Japan as a result of government price reductions and additional competition.

Constant currency net sales from the remaining business increased by approximately $109.9 million, or 4%, when compared to the prior year, primarily driven by new products and higher net sales of existing products in certain Latin American, Middle Eastern and Asian countries.

The increase in cost of sales was largely driven by IPR&D intangible asset impairment charges of $177.1 million.

This increase was partially offset by the impact of the decrease in net sales, including as a result of the divestitures that have closed in 2023 and 2024.

An increase in spend on the selatogrel and cenerimod programs was partially offset by lower spending on base business programs.

The decrease was primarily due to upfront licensing payments to Mapi of $75.0 million related to additional products under development recorded during the prior year.

The decrease was primarily due to lower goodwill impairment charges of approximately $259.1 million (refer to Note 8 *Goodwill and Intangible Assets* included in Part II, Item 8 of this Form 10-K for more information on the goodwill impairment charges recorded in 2023 and 2024), and the impact of the divestitures.

Partially offsetting these decreases was a gain recorded in 2023 of approximately $156.2 million on the transaction to divest the Company’s rights to two women’s healthcare products in certain countries.

The contingent consideration adjustment for the year ended December 31, 2024 was primarily due to fair value adjustments related to the Respiratory Delivery Platform and the Idorsia contingent consideration liabilities.

The decrease was primarily due to the impact of debt repayments, partially offset by the non-cash accretion of the contingent consideration liability related to the Idorsia Transaction.

Biocon Biologics had substantially exited all transition services with Viatris as of December 31, 2023.

The costs related to the transition services are included in SG&A and R&D.

This was partially offset by: (1) current year gains of $373.5 million as a result of remeasuring the CCPS in Biocon Biologics to fair value, (2) higher interest income of approximately $32.1 million, and (3) gain on debt extinguishments of $16.5 million.

The income tax provision for the year ended December 31, 2023 was negatively impacted by the goodwill impairment related to the divestiture of the OTC Business, partially offset by the deferred tax impact of the Company’s internal tax restructuring.

2023 Compared to 2022

(b) Includes a goodwill impairment charge of $321.0 million related to the JANZ reporting unit.

(d) Consists primarily of pre-tax charges / (gains) related to the divestitures of the OTC, biosimilars, API, and women’s healthcare businesses of approximately $369.0 million, $60.0 million, $47.8 million, and $(77.8) million, respectively.

(g) Includes: (1) a gain of approximately $373.5 million as a result of remeasuring the CCPS in Biocon Biologics to fair value; (2) a gain on the extinguishment of debt of $16.5 million; and (3) charges of $184.6 million related to the impairment of our equity investment in Mapi and advances for GA Depot inventory (refer to Note 18 *Licensing and Other Partner Agreements* included in Part II, Item 8 of this Form 10-K for more information).

As of December 31, [removed: 2024,] [added: 2025,] Viatris’ outstanding fixed rate borrowings consist principally of [removed: $13.33] [added: $13.72] billion notional amount of senior U.S. [removed: dollar] [added: Dollar] and Euro notes.

As of December 31, [removed: 2024,] [added: 2025,] the fair value of our outstanding fixed rate senior U.S. [removed: dollar] [added: Dollar] and Euro notes was approximately [removed: $11.53] [added: $11.99] billion.

As of December 31, [removed: 2024,] [added: 2025,] Viatris’ outstanding variable rate borrowings consist principally of borrowings under the Yen Term Loan Facility of [removed: $254.4] [added: $255.2] million.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the carrying value of these investments were approximately [removed: $1.35 billion] [added: $815.0 million] and [removed: $1.14] [added: $1.35] billion, respectively.

A hypothetical 20 percent decline in the fair value of these investments would have decreased the carrying value and increased other expense (income), net by approximately [removed: $270.0] [added: $163.0] million at December 31, [removed: 2024.][added: 2025.]

The Company operates in more than 165 countries and territories with [removed: approximately 32,000] [added: more than 30,000] employees.

The Company has [removed: 26 manufacturing] [added: 27 manufacturing, packaging,] and [removed: packaging] [added: distribution] sites worldwide, more than 1,400 approved molecules, and [added: what we believe is] industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise.

Viatris has executed various strategic initiatives, transactions and business arrangements over the last few years to return its base business to growth, deliver on its pipeline, reduce debt, [removed: maintain an investment grade credit rating] and return capital to shareholders.

The Company has also completed certain [added: divestiture-related] transactions to simplify and streamline its business, accelerate paydown of debt and unlock [removed: value, including the Biocon Biologics Transaction and the recently completed divestitures] [added: value as] discussed below.

[removed: On] [added: - In] November [removed: 29,] 2022, Viatris completed a transaction to contribute its biosimilars portfolio to Biocon Biologics to create a vertically integrated global biosimilars [removed: leader.][added: leader, for a combination of cash and stock in the form of CCPS representing a stake of approximately 12.9% (on a fully diluted basis) in Biocon Biologics.]

Unless otherwise indicated, industry data included in this Item 1 are sourced from IQVIA Holdings Inc. and are for the twelve months ended November [removed: 2024] [added: 2025] and Viatris product and other company data included in this Item 1 are from internal sources and are as of November 30, [removed: 2024.][added: 2025.]

Mylan’s strategy then led to many acquisitions which played a significant role in the evolution of that company, including Matrix Laboratories Limited (2007); [removed: Merck KGaA’s generic and specialty pharmaceutical business (2007); the EPD Business (2015) and Meda AB (publ.) (2016).]

[removed: ][added: ]

Viatris provides high-quality, trusted medicines, regardless of geography or circumstance. As noted [removed: above] [added: above,] access is fundamental to [removed: our] [added: the Company’s] mission.

It is not an initiative; it is [removed: our] [added: Viatris’] business model, and it is personal.

It begins with [removed: our] [added: Viatris’] ability to sustainably deliver quality medicines to people, regardless of geography or circumstance.

[removed: We believe we are a company] [added: The Company believes it is] uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally.

[removed: We are] [added: Viatris is] committed to improving access to high-quality medicines and [removed: working to ensure] [added: maintaining] a reliable supply so patients can get the treatments they need, when and where they need them.

[removed: We see] [added: Viatris sees] access as fundamental to empowering people worldwide to live healthier at every stage of life—a powerful concept in challenging times.

[removed: We produce] [added: - Covers a broad range of therapeutic areas. The Company produces] medicines for patients across a broad range of major therapeutic areas.

[removed: We] [added: It] also [removed: offer] [added: offers] support services such as diagnostic clinics, educational seminars and digital tools to help patients better manage their health.

[removed: We continue] [added: Viatris continues] to seek opportunities in various therapeutic areas that move the Company forward and leverage the strength of [removed: our] [added: its] internal capabilities and global platform.

With [removed: our] [added: its] acquisition of selatogrel and licensing agreement for sotagliflozin, [removed: we are] [added: Viatris is] continuing to build on [removed: our] [added: its] strong presence in cardiovascular disease.

[removed: Our] [added: Its] deep experience in emerging and developed markets affords a tried-and-true method of achieving high impact across the patient experience, from awareness to adherence.

In close collaboration with governments, healthcare providers, technology partners and patients, [removed: we at] Viatris [removed: work] [added: works] to nurture healthcare systems that can adapt and respond to patients’ ever-changing needs.

[removed: We continue] [added: The Company continues] to collaborate with medical associations, patient advocacy groups and academia to develop innovative, integrated solutions and programs to help strengthen both the delivery and quality of healthcare.

[removed: We are also] [added: - Fights infectious disease. Viatris has] a [removed: global leader] [added: long history] in [removed: treating] [added: the fight against] infectious diseases such as HIV/AIDS, hepatitis, and tuberculosis, and offer an extensive portfolio across these disease states.

[removed: From manufacturing] [added: With] a [added: portfolio that includes] pediatric-friendly [removed: antiretroviral] [added: ARV] used to treat HIV-positive infants [removed: to providing HIV self-tests in some low-] and [removed: middle-income countries,] [added: HIV self-tests,] we are innovating to help patients.

[removed: Our] [added: Viatris’] confidence in the [removed: future] delivery of [removed: our] [added: its] pipeline is rooted in [removed: our] [added: its] strong historic development programs and list of firsts, including the first FDA approvals of the generic [removed: version] [added: versions] of [removed: Allergan's Restasis®] [added: Advair Diskus® (Wixela Inhub®), Restasis®, Symbicort® (Breyna™),] and [removed: the generic version of Symbicort®, Breyna™.][added: Venofer®.]

[removed: In addition, we are] [added: The Company is] working on [removed: many other programs,] [added: a number of programs] including [added: patent-protected, innovative assets such as selatogrel and cenerimod, and on] the potential to be [removed: first to market] [added: first-to-market] for our generics of Abilify Maintena®, Injectafer®, [removed: Invega Trinza®,] Ozempic®, [removed: Venofer®] and Wegovy™.

While [removed: we continue] [added: the Company continues] to diligently pursue important generics opportunities, [removed: we have] [added: it has] increasingly focused on limited-competition complex and novel products targeting gaps in care, all with a first-to-market emphasis and serving [removed: our] [added: Viatris’] mission of patient access.

[removed: Our] [added: The Company’s] goal is to enhance [removed: our] [added: its] proven scientific capabilities and current global platform, [removed: including our Global Healthcare Gateway®,] which allows partners to access [removed: our] [added: Viatris’] infrastructure and many established strengths to reach patients they may not have the resources to reach on their own, to create a durable and higher-margin portfolio of products.

And that means further expanding beyond [removed: our] [added: the Company’s] current scope into more innovative products, including innovative, best-in-class, patent-protected assets that address areas of significant unmet medical need.

[removed: ][added: ]

Viatris is [removed: advancing] [added: working to further advance] sustainable operations and innovative solutions to improve patient health and support more resilient healthcare systems. Viatris is committed to providing steady leadership in a world that is constantly evolving.

[removed: We take] [added: The Company takes] that commitment seriously and [removed: know] [added: knows] that advancing sustainable operations and innovative solutions to improve patient health requires strong global leadership.

[removed: We know] [added: Viatris knows] what it takes to reach more patients with more products, and [removed: believe] [added: believes] that [removed: Viatris] [added: it] is uniquely positioned to make a difference through [removed: our:][added: its:]

- Powerful global operating platform, which combines what [removed: we believe] [added: it believes] to be best-in-class manufacturing and supply chain capabilities.

[removed: We have] [added: Viatris has] designed [removed: our] [added: its] global operations and supply chain to be a reliable and flexible partner for access across the world, constantly adapting to an ever-evolving landscape.

Viatris [removed: operates approximately 26 manufacturing] [added: owns 27 manufacturing, packaging,] and [removed: packaging] [added: distribution] sites worldwide that produce oral solid doses, injectables, and products with complex dosage forms on five different continents.

Together with a global, flexible and diverse supply chain, [removed: our] [added: the Company’s] platform strives to mitigate risks of disruption and ensure supply reliability.

[removed: Our] [added: Viatris’] responsive global network has helped [removed: us] [added: the Company] maintain a reliable supply of much needed medicines through times of significant volatility.

[removed: We are] [added: Viatris is] committed to advancing responsible and sustainable operations and work diligently to minimize [removed: our] [added: its] environmental footprint across the Viatris network while safeguarding access to medicine.

- [removed: Diverse] [added: Increasingly innovative] and differentiated [removed: global portfolio] [added: pipeline] includes products in more than 10 major therapeutic areas, including both infectious diseases and NCDs, and medicines that help treat the top 10 leading causes of death globally, as determined by the WHO.

We are a leading supplier of medicines to the HIV/AIDS community around the world, with a legacy of providing access to high-quality and affordable [removed: ARVs] [added: ARV] in more than 100 countries.

*A Strong Foundation for Performance and Impact*

We believe that Viatris’ ability to sustainably deliver high-quality medicines is grounded in its mission to empower people worldwide to live healthier at every stage of life.

*2025 Significant Accomplishments*

In 2025, Viatris continued to reshape its business while delivering meaningful progress for shareholders, patients, and employees alike.

Among this year’s achievements:

- Strong Commercial Execution: Viatris reported 2025 total revenues of $14.30 billion, despite the impact of divestitures and the Indore Impact, demonstrating renewed momentum in our base business.

- Pipeline Progress:

◦The Company advanced its innovative pipeline with five positive Phase 3 data readouts:

▪Received positive results from the Phase 3 open-label, long-term extension study for EFFEXOR® required for approval in Japan.

The Company also filed applications to the Japan Ministry of Health, Labor and Welfare for approval of EFFEXOR SR Capsules (venlafaxine hydrochloride), a serotonin-noradrenaline reuptake inhibitor to treat adults with generalized anxiety disorder, an indication for which no other treatment option is currently approved in Japan.

▪Announced positive top-line results from two pivotal Phase 3 studies of its novel fast-absorbing formulation of meloxicam (MR-107A-02) for the treatment of moderate-to-severe acute pain.

The Phase 3 program consisted of two randomized, double-blind, placebo-(double-dummy) and active-controlled trials – one following herniorrhaphy surgery and one following bunionectomy surgery.

In both Phase 3 studies, all primary and key secondary endpoints were met and MR-107A-02 demonstrated statistically significant and clinically meaningful results.

▪Announced positive results of its Phase 3 study evaluating the contraceptive efficacy and safety of investigational low dose estrogen weekly dermal patch with 150 mcg norelgestromin and 17.5 mcg ethinyl estradiol per day in women of childbearing potential.

In this study, the patch demonstrated a favorable efficacy and safety profile with no new safety concerns identified, as well as a potential best-in-class patch performance profile.

The Company’s NDA was accepted under the FDA’s 505(b)(2) regulatory pathway, and the FDA has assigned a target action date of July 30, 2026.

▪Announced positive top-line results from LYNX-2, a pivotal Phase 3 trial evaluating MR-142 (phentolamine ophthalmic solution 0.75%) in treating significant, chronic night driving impairment in keratorefractive patients with reduced mesopic vision.

▪Announced positive top-line results from VEGA-3, the second pivotal Phase 3 trial evaluating MR-141 (phentolamine ophthalmic solution 0.75%) in treating presbyopia, the age-related progressive loss of the ability to focus on close objects that results in blurred near vision and eye strain.

The supplemental NDA was accepted for review by the FDA in February 2026 and the Company anticipates FDA action during the second half of 2026.

◦Patient enrollment for selatogrel and cenerimod clinical trials remains on track.

◦The Company received the first approval for Inpefa® (sotagliflozin) in the United Arab Emirates, and the product was launched in early 2026 — an important milestone in our innovative brands strategy.

Viatris obtained the rights to sotagliflozin for all markets outside of the U.S. and Europe in October 2024.

The Company filed regulatory submissions in Saudi Arabia, Canada, Australia, and New Zealand.

◦The Company launched its Iron Sucrose Injection, USP, in the U.S. The product, which is an intravenous iron replacement product used to treat iron deficiency anemia in adult and pediatric patients (2 years of age and older) with chronic kidney disease, is available in single dose vials in the following strengths: 50 mg/2.5mL, 100mg/5mL and 200mg/10mL.

- Capital Return: In 2025, Viatris returned more than $1 billion of capital to shareholders, including approximately $500 million in share repurchases and $561 million in dividends.

- Operational Resilience: Viatris made substantial progress on its initial remediation activities at its oral finished dose manufacturing facility in Indore, India, including but not limited to related personnel actions.

The Company has been in regular communication with the FDA during this process and will continue to work to ensure that the FDA is satisfied with the steps taken to resolve all the points raised.

- Accretive Business Development Opportunities: Viatris continued to advance its pipeline of innovative, best-in-class, patent-protected assets in areas of unmet medical need through accretive in-market business development opportunities, including its October 2025 acquisition of Aculys Pharma, a clinical stage biopharmaceutical company focused on commercializing innovative treatments for neurological conditions primarily in Japan.

As part of this

transaction, Viatris acquired exclusive development and commercialization rights in Japan for pitolisant, a selective/inverse agonist of the histamine H3 receptor.

One indication is for the treatment of excessive daytime sleepiness or cataplexy in adult patients with narcolepsy and the second is for the treatment of excessive daytime sleepiness associated with obstructive sleep apnea syndrome.

The Japanese NDAs for both indications have been submitted to the Japan Pharmaceuticals and Medical Devices Agency and are under review by the agency.

The transaction also included exclusive rights in Japan and certain other markets in the Asia-Pacific region for Spydia® Nasal Spray, which was approved in Japan in June 2025 for the treatment of status epilepticus and launched in December 2025.

These accomplishments reinforce the disciplined execution of Viatris’ continuing strategy and its ability to invest for the future while continuing to deliver value today.

*Enterprise-Wide Strategic Review*

In 2025, the Company initiated an enterprise-wide strategic review (“EWSR”) to enable the Company to build a more focused, efficient and future-ready organization and position the Company for sustained growth beginning in 2026.

On February 26, 2026, the Company announced the results of its EWSR, and as a part of the review, committed to and began implementation of certain restructuring activities.

These restructuring activities are expected to optimize the Company’s commercial capabilities, enabling functions, R&D, medical affairs and regulatory activities, and sourcing, manufacturing and supply chain activities, including inventory optimization.

As a result, the Company expects a global workforce reduction of up to approximately 10%.

The Company anticipates that these restructuring activities, as well as associated costs and savings, will be completed primarily over the next three years.

A portion of the consideration received from Biocon at closing included approximately $1 billion of CCPS representing a stake of approximately 12.9% (on a fully diluted basis) in Biocon Biologics.

In October 2023, the Company announced it had received an offer for the divestiture of its OTC Business and had entered into definitive agreements to divest its women’s healthcare business primarily related to oral and injectable contraceptives, its API business in India, its rights to two women’s healthcare products in certain countries, and commercialization rights in the Upjohn Distributor Markets.

The Company has substantially completed all of these divestitures:

*Business Strategy*

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

- Diversified & Growing Base Business: We believe the Company’s continued success in its base business comes from its large and diversified portfolio of generics and off-patent brands that extends across markets and 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: We believe the Company’s 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 and maintaining its commitment to its investment grade debt rating.

- 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 our innovative portfolio, we believe the Company has the potential to drive accelerated and durable revenue growth over the long-term.

As part of expanding our innovative portfolio, on March 15, 2024, the Company acquired exclusive global development and commercialization rights to two Phase 3 assets from Idorsia, as well as the potential to add additional innovative assets in the future.

The collaboration includes selatogrel, a potential life-saving self-administered medicine for patients with a history of acute myocardial infarction (AMI), 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.

The collaboration also includes cenerimod, a novel immunology asset that has the potential to be a first-in-class oral therapy for the treatment of systemic lupus erythematosus (SLE), 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.

Under the terms of the original agreements, the development programs and certain personnel for selatogrel and cenerimod were transferred to Viatris from Idorsia in exchange for an upfront payment to Idorsia of $350 million, potential contingent milestone payments (including $300 million payable upon the achievement of certain development and regulatory milestones, and $2.1 billion payable upon the achievement of certain tiered sales milestones), as well as potential contingent tiered sales royalties.

Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs.

Viatris has worldwide commercialization rights for both selatogrel and cenerimod (excluding, for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region).

A joint development committee was formed to oversee the development of the ongoing Phase 3 programs through regulatory approval.

The agreements also provide Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline.

On February 25, 2025, in order to preserve the ongoing continuity of the development programs for selatogrel and cenerimod considering certain capital structuring steps announced by Idorsia to secure its ongoing operations, Viatris and Idorsia entered into a letter agreement to amend certain terms of the original agreements described above.

Under the terms of the letter agreement, Viatris will receive additional territory rights in Japan, South Korea and certain other countries in the Asia-Pacific region for cenerimod, a $250 million reduction in contingent milestone payments, including $200 million of development milestones, and additional personnel to expedite transitioning the development programs to Viatris in exchange for Viatris assuming $100 million of Idorsia’s obligation to contribute to development costs.

In addition, the letter agreement provides for the replacement of the joint development committee with a transition committee to oversee the transition of both development programs to Viatris.

Our global portfolio, supported by our science, medical and manufacturing expertise, delivers global iconic and key brands, and generics, including complex products.

With what we believe is an extensive portfolio of medicines to meet nearly every health need, a one-of-a-kind global supply chain designed to reach more people with health solutions when and where they need them, and the scientific expertise to address some of the world’s most enduring health challenges, access takes on deeper meaning at Viatris.

From our unique vantage point, we touch all of life’s moments, from birth to the end of life, acute conditions to chronic diseases.

We see across multiple therapeutic areas to the person at the center of their own unique health journey.

We are focused on meeting individual needs, whether with a generic medicine, an improved version of an existing medicine, or a truly novel therapeutic solution.

Ultimately, we know we are stronger together.

Both as a company and as a global community.

Our pursuit of access is relentless.

Because health matters everywhere.

- Covers a broad range of therapeutic areas.

From cardiovascular health to oncology, Viatris offers quality treatment options across more than 10 major therapeutic areas covering a wide variety of noncommunicable and infectious diseases.

- Fights infectious disease.

While many important strides have been made to treat these illnesses, there is still more to be done in countries where lack of access to therapeutics, preventative treatment and diagnostics often result in patients not receiving proper care, and those where HIV transmission continues decades into the epidemic.

An Increasingly Innovative and Differentiated Pipeline

We are also working with our partners in developing patent-protected, innovative assets such as selatogrel and cenerimod, and on novel and complex products such as our BOTOX® (onabotulinumtoxinA) biosimilar.

Global Healthcare Gateway® Built to Fuel Growth and Partnerships

For information regarding legal proceedings, refer to Note [removed: 19] [added: 20] *Litigation* included in Part II, Item 8 of this 10-K.

| | | | For the Fiscal Year Ended December 31, [removed: 2024] [added: 2025] | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $12,661,582,065.][added: $10,384,706,269.]

The number of shares of common stock outstanding, par value $0.01 per share, of the registrant as of February [removed: 21, 2025] [added: 23, 2026] was [removed: 1,193,688,749.][added: 1,151,392,922.]

| [removed: An amendment to this Form 10-K] [added: The definitive proxy statement for the registrant’s 2026 annual meeting of shareholders] will be filed no later than 120 days after the close of [added: the] registrant’s fiscal year. | | | III | | |

For the Year Ended December 31, [removed: 2024][added: 2025]

| ITEM 1. | | | [removed: [Business](#i294e6e3112ae4c32a7f27a2ec714b350_16)] [added: [Business](#ibf5bec8029254c079063330130bbea5e_16)] | | | [removed: [6](#i294e6e3112ae4c32a7f27a2ec714b350_16)] [added: [8](#ibf5bec8029254c079063330130bbea5e_16)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i294e6e3112ae4c32a7f27a2ec714b350_49)] [added: Factors](#ibf5bec8029254c079063330130bbea5e_55)] | | | [removed: [21](#i294e6e3112ae4c32a7f27a2ec714b350_49)] [added: [23](#ibf5bec8029254c079063330130bbea5e_55)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i294e6e3112ae4c32a7f27a2ec714b350_52)] [added: Comments](#ibf5bec8029254c079063330130bbea5e_58)] | | | [removed: [49](#i294e6e3112ae4c32a7f27a2ec714b350_52)] [added: [53](#ibf5bec8029254c079063330130bbea5e_58)] | | |

| ITEM 1C. | | | [removed: [Cybersecurity](#i294e6e3112ae4c32a7f27a2ec714b350_55)] [added: [Cybersecurity](#ibf5bec8029254c079063330130bbea5e_61)] | | | [removed: [50](#i294e6e3112ae4c32a7f27a2ec714b350_55)] [added: [54](#ibf5bec8029254c079063330130bbea5e_61)] | | |

| ITEM 2. | | | [removed: [Properties](#i294e6e3112ae4c32a7f27a2ec714b350_58)] [added: [Properties](#ibf5bec8029254c079063330130bbea5e_64)] | | | [removed: [51](#i294e6e3112ae4c32a7f27a2ec714b350_58)] [added: [55](#ibf5bec8029254c079063330130bbea5e_64)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i294e6e3112ae4c32a7f27a2ec714b350_61)] [added: Proceedings](#ibf5bec8029254c079063330130bbea5e_67)] | | | [removed: [51](#i294e6e3112ae4c32a7f27a2ec714b350_61)] [added: [55](#ibf5bec8029254c079063330130bbea5e_67)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i294e6e3112ae4c32a7f27a2ec714b350_64)] [added: Disclosures](#ibf5bec8029254c079063330130bbea5e_70)] | | | [removed: [51](#i294e6e3112ae4c32a7f27a2ec714b350_64)] [added: [55](#ibf5bec8029254c079063330130bbea5e_70)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i294e6e3112ae4c32a7f27a2ec714b350_70)] [added: Securities](#ibf5bec8029254c079063330130bbea5e_76)] | | | [removed: [52](#i294e6e3112ae4c32a7f27a2ec714b350_70)] [added: [56](#ibf5bec8029254c079063330130bbea5e_76)] | | |

| ITEM 6. | | | [removed: [\[Reserved\]](#i294e6e3112ae4c32a7f27a2ec714b350_73)] [added: [\[Reserved\]](#ibf5bec8029254c079063330130bbea5e_79)] | | | [removed: [53](#i294e6e3112ae4c32a7f27a2ec714b350_73)] [added: [57](#ibf5bec8029254c079063330130bbea5e_79)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i294e6e3112ae4c32a7f27a2ec714b350_79)] [added: Operations](#ibf5bec8029254c079063330130bbea5e_85)] | | | [removed: [54](#i294e6e3112ae4c32a7f27a2ec714b350_79)] [added: [57](#ibf5bec8029254c079063330130bbea5e_85)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i294e6e3112ae4c32a7f27a2ec714b350_118)] [added: Risk](#ibf5bec8029254c079063330130bbea5e_124)] | | | [removed: [76](#i294e6e3112ae4c32a7f27a2ec714b350_118)] [added: [80](#ibf5bec8029254c079063330130bbea5e_124)] | | |

| ITEM 8. | | | [Financial Statements and Supplementary [removed: Data](#i294e6e3112ae4c32a7f27a2ec714b350_121)] [added: Data](#ibf5bec8029254c079063330130bbea5e_127)] | | | [removed: [77](#i294e6e3112ae4c32a7f27a2ec714b350_121)] [added: [82](#ibf5bec8029254c079063330130bbea5e_127)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i294e6e3112ae4c32a7f27a2ec714b350_217)] [added: Disclosure](#ibf5bec8029254c079063330130bbea5e_226)] | | | [removed: [149](#i294e6e3112ae4c32a7f27a2ec714b350_217)] [added: [153](#ibf5bec8029254c079063330130bbea5e_226)] | | |

| ITEM 9A. | | | [Controls and [removed: Procedures](#i294e6e3112ae4c32a7f27a2ec714b350_220)] [added: Procedures](#ibf5bec8029254c079063330130bbea5e_229)] | | | [removed: [149](#i294e6e3112ae4c32a7f27a2ec714b350_220)] [added: [153](#ibf5bec8029254c079063330130bbea5e_229)] | | |

| ITEM 9B. | | | [Other [removed: Information](#i294e6e3112ae4c32a7f27a2ec714b350_223)] [added: Information](#ibf5bec8029254c079063330130bbea5e_232)] | | | [removed: [149](#i294e6e3112ae4c32a7f27a2ec714b350_223)] [added: [153](#ibf5bec8029254c079063330130bbea5e_232)] | | |

| ITEM 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i294e6e3112ae4c32a7f27a2ec714b350_229)] [added: Inspections](#ibf5bec8029254c079063330130bbea5e_238)] | | | [removed: [149](#i294e6e3112ae4c32a7f27a2ec714b350_229)] [added: [153](#ibf5bec8029254c079063330130bbea5e_238)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i294e6e3112ae4c32a7f27a2ec714b350_235)] [added: Governance](#ibf5bec8029254c079063330130bbea5e_244)] | | | [removed: [150](#i294e6e3112ae4c32a7f27a2ec714b350_235)] [added: [153](#ibf5bec8029254c079063330130bbea5e_244)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i294e6e3112ae4c32a7f27a2ec714b350_238)] [added: Compensation](#ibf5bec8029254c079063330130bbea5e_247)] | | | [removed: [150](#i294e6e3112ae4c32a7f27a2ec714b350_238)] [added: [154](#ibf5bec8029254c079063330130bbea5e_247)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i294e6e3112ae4c32a7f27a2ec714b350_241)] [added: Matters](#ibf5bec8029254c079063330130bbea5e_250)] | | | [removed: [150](#i294e6e3112ae4c32a7f27a2ec714b350_241)] [added: [154](#ibf5bec8029254c079063330130bbea5e_250)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i294e6e3112ae4c32a7f27a2ec714b350_244)] [added: Independence](#ibf5bec8029254c079063330130bbea5e_253)] | | | [removed: [150](#i294e6e3112ae4c32a7f27a2ec714b350_244)] [added: [154](#ibf5bec8029254c079063330130bbea5e_253)] | | |

| ITEM 14. | | | [Principal Accounting Fees and [removed: Services](#i294e6e3112ae4c32a7f27a2ec714b350_247)] [added: Services](#ibf5bec8029254c079063330130bbea5e_256)] | | | [removed: [151](#i294e6e3112ae4c32a7f27a2ec714b350_247)] [added: [154](#ibf5bec8029254c079063330130bbea5e_256)] | | |

| ITEM 15. | | | [Exhibits and Consolidated Financial Statement [removed: Schedules](#i294e6e3112ae4c32a7f27a2ec714b350_253)] [added: Schedules](#ibf5bec8029254c079063330130bbea5e_262)] | | | [removed: [152](#i294e6e3112ae4c32a7f27a2ec714b350_253)] [added: [155](#ibf5bec8029254c079063330130bbea5e_262)] | | |

Unless the context requires otherwise, references to “Viatris,” “the Company,” “we,” “us” or “our” in this [removed: 2024] [added: 2025] Form 10-K (defined below) refer to Viatris Inc. and its subsidiaries.

We also have used several other terms in this [removed: 2024] [added: 2025] Form 10-K, most of which are explained or defined below.

| Form 10-K | | | This annual report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] | | |

| Receivables Facility | | | The [removed: $400 million] accounts receivable facility [added: for up to an aggregate amount of $600 million] entered into in [removed: August 2020] [added: May 2025] and expiring in April [removed: 2025] [added: 2028] | | |

| [Signatures](#ibf5bec8029254c079063330130bbea5e_265) | | | | | | [162](#ibf5bec8029254c079063330130bbea5e_265) | | |

| 2026 Proxy Statement | | | The definitive proxy statement for the Company’s 2026 annual meeting of shareholders | | |

| Aculys Pharma | | | Aculys Pharma, Inc. | | |

| Administration | | | The current presidential administration in the U.S. | | |

| CNS | | | Central Nervous System | | |

| DPDP Act | | | Digital Personal Data Protection Act, 2023 | | |

| EWSR | | | Enterprise-wide strategic review | | |

| Indore Impact | | | The estimated negative financial impact on 2025 total revenues and (loss) earnings from operations versus the comparable 2024 periods as a result of supply disruptions and the FDA issued warning letter and import alert related to our oral finished dose manufacturing facility in Indore, India | | |

| ML | | | Machine learning | | |

| | | | | | |

| [Signatures](#i294e6e3112ae4c32a7f27a2ec714b350_256) | | | | | | [160](#i294e6e3112ae4c32a7f27a2ec714b350_256) | | |

| 2021 Revolving Facility | | | The $4.0 billion revolving facility dated as of July 1, 2021, by and among Viatris, certain lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent and which was amended and restated in September 2024 | | |

| EPD Business | | | Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business, prior to its acquisition by Mylan in February 2015 | | |

| LIBOR | | | London Interbank Offered Rate | | |

| Upjohn Euro Notes | | | Senior unsecured notes denominated in euros and issued by Upjohn Finance B.V. pursuant to an indenture dated June 23, 2020 | | |

Viatris operates in a complex and rapidly changing environment that involves many potential risks, including [removed: IT] [added: IT, information security, cybersecurity,] and [removed: cybersecurity] [added: AI] risks.

With respect to [removed: IT and] cybersecurity risks, Viatris maintains [removed: an information security] [added: a cybersecurity] program that is aligned with the National Institute of Standards and Technology [added: (NIST)] Cybersecurity Framework, [removed: and which is] designed to govern, identify, protect, detect, respond to and recover from cybersecurity threats.

Viatris’ [removed: information security] [added: cybersecurity] program includes policies, procedures, [removed: cybersecurity] awareness communications, testing, and training for employees (including mandatory training programs for [removed: system] [added: privileged] users), [added: as well as] system monitoring, risk reduction, vulnerability and patch management and monitoring of external [removed: developments.][added: threats.]

The [removed: information security] [added: Global Security] team is responsible for defining and overseeing the execution of the Company’s [removed: information security] [added: cybersecurity] program and strategy.

In addition, the delivery of many [removed: information security] [added: cybersecurity] programs relies on IT resources to execute the selection, delivery and implementation of security solutions, such as [added: identity and access management,] end-point protection and end-of-life protocols.

The Company’s Chief Information Security Officer & Head of Global Security, under the direction of the Company’s Chief [removed: Compliance] [added: Administrative and Transformation] Officer, reports quarterly to an internal risk committee of senior management, which includes the CEO, CFO, Chief Legal Officer, Chief [removed: People] [added: Administrative and Transformation] Officer, Chief [added: People and] Corporate Affairs Officer, Chief Information Officer, Chief Compliance Officer, Chief [removed: Quality Officer, Chief] Supply Officer, Chief R&D Officer and Regional Presidents, as well as the Viatris Board on the progress of the [removed: information security] [added: cybersecurity] program and overall security status.

Viatris’ current Chief Information Security Officer & Head of Global Security has over [removed: 25] [added: 30] years of experience in [removed: information security] [added: cybersecurity] within the pharmaceutical industry.

As part of its [removed: information security] [added: cybersecurity] program, Viatris has adopted a Cybersecurity Incident Response Plan (CIRP) to establish a guide for Viatris’ leadership and incident response stakeholders through an “incident” – a single event or a set of anomalous and adverse “events” or, for purposes of the CIRP, a change in a system, technology device or environment that could impact the confidentiality, integrity, availability or safety of Viatris’ data, employees or assets, caused by malicious intent or accident and impacting Viatris’ network, computing systems, digital information, employees or assets.

The CIRP is managed by the Viatris global [removed: information] security team and [added: their managed security service providers and] is reviewed at least annually.

Viatris tests the CIRP through [added: semi-annual] technical exercises [removed: semi-annually, reviews the CIRP with executive management annually,] and periodically conducts executive tabletop exercises/scenarios.

The CIRP provides an overview of critical actions to take [removed: through] [added: throughout] the incident response lifecycle and contains a severity matrix used to guide the Company’s incident response stakeholders on communication and escalation protocols.

The severity of the incident guides the determination of the parties to whom the incident will be escalated, and the Company may decide to seek assistance from [removed: a] third-party incident response [removed: vendor.][added: vendors.]

Viatris’ Cybersecurity Incident Response Team (CIRT) reports to the Chief Information Security Officer & Head of Global Security and has the role of [removed: investigating] [added: responding to incidents] and executing incident protocols.

The CIRT is responsible for determining the potential impacts to the Company, including [added: type and] severity, notifying appropriate parties pursuant to the CIRP and determining whether to engage a third-party incident response vendor, among other responsibilities.

The Company’s Disclosure Controls and Procedures also require (i) the Company’s [removed: Information Security] [added: Cybersecurity] function to monitor and escalate, as appropriate, cybersecurity incidents or series of related [removed: incidents] [added: “incidents”] (including with respect to any third party provider to the Company of IT services) and (ii) the Disclosure Committee to determine, without unreasonable delay, the materiality of any such escalated cybersecurity incidents or series of related incidents with input from Global Compliance, [removed: Information] [added: Global Privacy, Global] Security, Legal, Finance and other groups, as appropriate.

Key aspects of the [removed: information security] [added: cybersecurity] program are also provided by third-party managed security providers, including first- and second-line support for incident response and the Company’s vulnerability assessment process.

[removed: Our suppliers,] subcontractors and third-party service providers, including third-party managed security providers, are subject to cybersecurity obligations and controls.

We conduct initial risk assessments of third-party suppliers and service providers based [added: on various factors and then review and monitor these third-party suppliers and service providers based on their relative assessed level of risk.]

On a biannual basis, the Compliance and Risk Oversight Committee and chairs of each other Committee of the Viatris Board receive [removed: an information security] [added: a cybersecurity] update from the Company’s Chief Information Security Officer & Head of Global Security, the Chief Compliance Officer and the Chief Information Officer.

Our suppliers,

on various factors and then review and monitor these third-party suppliers and service providers based on their relative assessed level of risk.

As of February [removed: 21, 2025,] [added: 23, 2026,] there were approximately [removed: 95,287] [added: 87,770] holders of record of shares of Viatris common stock.

The Company paid quarterly cash dividends of $0.12 per share on the Company’s issued and outstanding common stock [removed: on] [added: in] March [removed: 18, 2024,] [added: 2025,] June [removed: 14, 2024,] [added: 2025,] September [removed: 13, 2024] [added: 2025] and December [removed: 13, 2024.][added: 2025.]

On February [removed: 24, 2025,] [added: 23, 2026,] the Company’s Board of Directors declared a quarterly cash dividend of $0.12 per share on the Company’s issued and outstanding common stock, which will be payable on March 18, [removed: 2025] [added: 2026] to shareholders of record as of the close of business on March [removed: 10, 2025.][added: 9, 2026.]

The Company also paid quarterly cash dividends of $0.12 per share on the Company’s issued and outstanding common stock in each of the four quarters of [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from [removed: November 16,] [added: December 31,] 2020 to December 31, [removed: 2024.][added: 2025.]

[removed: jpeg.jpg](https://www.sec.gov/Archives/edgar/data/1792044/000179204425000008/vtrs-20241231_g4.jpg)][added: ]

| | | | [removed: November 16,] [added: December 31,] 2020 | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2024] [added: 2025] | | |

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Viatris Inc.

Issuer purchases of equity securities

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

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

| Period | | | | | | Total Number of Shares Purchased (a) (b) | | | | | | Average Price Paid per Share (c) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) (b) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) | | |

| October 1 - October 31, 2025 | | | | | | 7,126,338 | | | | | | $ | 10.14 | | | | | 7,126,338 | | | | | | $ | 1,009,421,070 | |

| November 1 - November 30, 2025 | | | | | | 928,388 | | | | | | 10.65 | | | | | | 928,388 | | | | | | 999,532,092 | | |

| December 1 - December 31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 999,532,092 | | |

| Total | | | | | | 8,054,726 | | | | | | $ | 10.20 | | | | | 8,054,726 | | | | | | $ | 999,532,092 | |

____________

(a)Refer to Part II, Item 7.

*Management’s Discussion and Analysis of Financial Condition* *And* *Results of Operations – Recent Developments* of this Form 10-K for additional information regarding the Company’s authorized share repurchase program.

During the three months ended December 31, 2025, the Company repurchased approximately 8.1 million shares of common stock at a cost of approximately $82.1 million under this program.

(b)The number of shares purchased is based on the purchase date and not the settlement date.

(c)Average price per share includes commissions.

| Viatris Inc. | | | 100.00 | | | | | | 73.87 | | | | | | 63.32 | | | | | | 64.63 | | | | | | 77.34 | | | | | | 81.26 | | |

| S&P 500 | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| Dow Jones U.S. Pharmaceuticals | | | 100.00 | | | | | | 124.98 | | | | | | 134.76 | | | | | | 134.75 | | | | | | 145.47 | | | | | | 185.97 | | |

Viatris common stock has been listed on the NASDAQ under the symbol “VTRS” since November 17, 2020.

Prior to that time, there was no public market for our common stock.

![Stock Performance Chart JPEG 2024 v3.

| Viatris Inc. | | | 100.00 | | | | | | 119.67 | | | | | | 88.40 | | | | | | 75.78 | | | | | | 77.34 | | | | | | 92.55 | | |

| S&P 500 | | | 100.00 | | | | | | 115.21 | | | | | | 148.28 | | | | | | 121.43 | | | | | | 153.35 | | | | | | 191.72 | | |

| Dow Jones U.S. Pharmaceuticals | | | 100.00 | | | | | | 104.70 | | | | | | 130.85 | | | | | | 141.10 | | | | | | 141.08 | | | | | | 152.31 | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i294e6e3112ae4c32a7f27a2ec714b350_124)] [added: Reporting](#ibf5bec8029254c079063330130bbea5e_130)] | | | [removed: [78](#i294e6e3112ae4c32a7f27a2ec714b350_124)] [added: [83](#ibf5bec8029254c079063330130bbea5e_130)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i294e6e3112ae4c32a7f27a2ec714b350_127)] [added: Firm](#ibf5bec8029254c079063330130bbea5e_133)] (PCAOB ID No. 34) | | | [removed: [79](#i294e6e3112ae4c32a7f27a2ec714b350_127)] [added: [84](#ibf5bec8029254c079063330130bbea5e_133)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024 and 2023](#i294e6e3112ae4c32a7f27a2ec714b350_133)] [added: 202](#ibf5bec8029254c079063330130bbea5e_139)[5](#ibf5bec8029254c079063330130bbea5e_139) [and 20](#ibf5bec8029254c079063330130bbea5e_139)[24](#ibf5bec8029254c079063330130bbea5e_139)] | | | [removed: [83](#i294e6e3112ae4c32a7f27a2ec714b350_133)] [added: [87](#ibf5bec8029254c079063330130bbea5e_139)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2024, 2023 and 2022](#i294e6e3112ae4c32a7f27a2ec714b350_139)] [added: 202](#ibf5bec8029254c079063330130bbea5e_142)[5](#ibf5bec8029254c079063330130bbea5e_142)[, 202](#ibf5bec8029254c079063330130bbea5e_142)[4](#ibf5bec8029254c079063330130bbea5e_142) [and 20](#ibf5bec8029254c079063330130bbea5e_142)[23](#ibf5bec8029254c079063330130bbea5e_142)] | | | [removed: [84](#i294e6e3112ae4c32a7f27a2ec714b350_139)] [added: [88](#ibf5bec8029254c079063330130bbea5e_142)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i294e6e3112ae4c32a7f27a2ec714b350_142) [(Loss)](#i294e6e3112ae4c32a7f27a2ec714b350_142) [Earnings](#i294e6e3112ae4c32a7f27a2ec714b350_142) [for] [added: Comprehensive (Loss) Earnings for] the Years Ended December 31, [removed: 2024, 2023 and 2022](#i294e6e3112ae4c32a7f27a2ec714b350_142)] [added: 202](#ibf5bec8029254c079063330130bbea5e_145)[5](#ibf5bec8029254c079063330130bbea5e_145)[, 202](#ibf5bec8029254c079063330130bbea5e_145)[4](#ibf5bec8029254c079063330130bbea5e_145) [and 20](#ibf5bec8029254c079063330130bbea5e_145)[23](#ibf5bec8029254c079063330130bbea5e_145)] | | | [removed: [85](#i294e6e3112ae4c32a7f27a2ec714b350_142)] [added: [89](#ibf5bec8029254c079063330130bbea5e_145)] | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2024, 2023 and 2022](#i294e6e3112ae4c32a7f27a2ec714b350_145)] [added: 202](#ibf5bec8029254c079063330130bbea5e_148)[5](#ibf5bec8029254c079063330130bbea5e_148)[, 202](#ibf5bec8029254c079063330130bbea5e_148)[4](#ibf5bec8029254c079063330130bbea5e_148) [and 20](#ibf5bec8029254c079063330130bbea5e_148)[23](#ibf5bec8029254c079063330130bbea5e_148)] | | | [removed: [86](#i294e6e3112ae4c32a7f27a2ec714b350_145)] [added: [90](#ibf5bec8029254c079063330130bbea5e_148)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023 and 2022](#i294e6e3112ae4c32a7f27a2ec714b350_148)] [added: 202](#ibf5bec8029254c079063330130bbea5e_151)[5,](#ibf5bec8029254c079063330130bbea5e_151) [202](#ibf5bec8029254c079063330130bbea5e_151)[4](#ibf5bec8029254c079063330130bbea5e_151) [and 20](#ibf5bec8029254c079063330130bbea5e_151)[23](#ibf5bec8029254c079063330130bbea5e_151)] | | | [removed: [87](#i294e6e3112ae4c32a7f27a2ec714b350_148)] [added: [91](#ibf5bec8029254c079063330130bbea5e_151)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i294e6e3112ae4c32a7f27a2ec714b350_151)] [added: Statements](#ibf5bec8029254c079063330130bbea5e_154)] | | | [removed: [88](#i294e6e3112ae4c32a7f27a2ec714b350_151)] [added: [92](#ibf5bec8029254c079063330130bbea5e_154)] | | |

As a result of this assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the criteria in *Internal Control - Integrated Framework (2013)* issued by COSO.

Deloitte & Touche LLP’s opinion on the Company’s internal control over financial reporting appears on page [removed: 82] [added: 86] of this Annual Report on Form 10-K.

We have audited the accompanying consolidated balance sheets of Viatris Inc. and subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive (loss) earnings, equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 27, 2025,] [added: 26, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Goodwill – Viatris Inc. [removed: Europe and JANZ] [added: All] Reporting Units – Refer to Note 8 to the financial statements.

The Company [added: also] performed [removed: an] [added: the] annual goodwill impairment test as of April 1, [removed: 2024.][added: 2025.]

As of [removed: April 1, 2024,] [added: March 31, 2025,] the Company had approximately [removed: $9.7] [added: $9.4] billion of consolidated goodwill, [removed: $3.86 billion and $0.62 billion of] which was allocated to its [added: North America ($3.1 billion),] Europe [removed: and] [added: ($3.9 billion), Greater China ($0.9 billion),] JANZ [added: ($0.3 billion), and Emerging Markets ($1.2 billion)] reporting [removed: units, respectively.][added: units prior to any impairment charges.]

The Company performed its valuation analysis, using an income-based approach, to determine the fair value of its [removed: Europe and JANZ] reporting units.

The fair value of the [removed: Europe] [added: Greater China] reporting unit exceeded its carrying value by approximately [removed: $0.88 billion,] [added: $322 million,] or [removed: 7.9%] [added: 5.8%] as of [added: March 31, 2025 and] April 1, [removed: 2024.][added: 2025.]

[removed: The] [added: In conjunction with its April 1, 2024 annual goodwill impairment test, the] Company recorded a goodwill impairment charge of $321.0 million during the second quarter [added: of 2024] related to [removed: the] [added: its] JANZ reporting [added: unit.]

The impairment charge was primarily the result of a 1.0% increase in the discount rate and a 0.5% reduction in the terminal growth rate assumption for the reporting [removed: unit.][added: unit compared with the assumptions used for the April 1, 2023 annual goodwill impairment test.]

Our audit procedures related to the forecasts of future revenues (“forecasts”), and the selection of the discount rates and terminal growth rates for [removed: the Europe and the JANZ] [added: each] reporting [removed: units] [added: unit] included the following procedures, among others:

- We evaluated management’s ability to accurately forecast future revenues of the [removed: Europe and JANZ] reporting units by comparing actual results to management’s historical forecasts.

We have audited the internal control over financial reporting of Viatris, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 27, 2025,] [added: 26, 2026,] expressed an unqualified opinion on those financial statements.

| | | | [removed: December 31, 2024] | | | | | | [removed: December 31, 2023] [added: 2024] | | | [added: | | | 2023 | | |]

| Cash and cash equivalents | | | $ | [added: 1,322.4 | | | | | $ |] 734.8 | | | | | $ | 991.9 | |

| Accounts receivable, net | | | [removed: 3,221.3] [added: 3,031.3] | | | | | | [removed: 3,700.4] [added: 3,221.3] | | |

| Inventories | | | [removed: 3,854.1] [added: 3,999.2] | | | | | | [removed: 3,469.7] [added: 3,854.1] | | |

| Prepaid expenses and other current assets | | | [removed: 1,710.5] [added: 1,436.3] | | | | | | [removed: 2,028.1] [added: 1,710.5] | | |

| Total current assets | | | [removed: 9,520.7] [added: 9,789.2] | | | | | | [removed: 12,976.1] [added: 9,520.7] | | |

| Property, plant and equipment, net | | | [removed: 2,666.1] [added: 2,614.0] | | | | | | [removed: 2,759.6] [added: 2,666.1] | | |

| Intangible assets, net | | | [removed: 17,070.9] [added: 15,102.1] | | | | | | [removed: 19,181.1] [added: 17,070.9] | | |

| Goodwill | | | [removed: 9,133.3] [added: 6,754.7] | | | | | | [removed: 9,867.1] [added: 9,133.3] | | |

| Deferred income tax benefit | | | [removed: 753.0] [added: 1,061.2] | | | | | | [removed: 692.9] [added: 753.0] | | |

| Other assets | | | [removed: 2,356.9] [added: 1,871.9] | | | | | | [removed: 2,208.7] [added: 2,356.9] | | |

| Total assets | | | $ | [removed: 41,500.9] [added: 37,193.1] | | | | | $ | [removed: 47,685.5] [added: 41,500.9] | |

During the quarter ended March 31, 2025, the Company recorded goodwill impairment charges for the North America ($707.0 million), Europe ($1,554.0 million), JANZ ($300.8 million), and Emerging Markets ($375.0 million)

reporting units, for a total of $2.9 billion.

The impairment charges were primarily the result of significant increases in the business risks and uncertainty, which led to increases in discount rate assumptions for each reporting unit.

Given that the reporting units’ revenues are sensitive to the potential for continued or additional drug pricing reduction pressures, general uncertainty related to timing of responses and approvals from the FDA resulting from evolving regulatory priorities and associated changes to the operations of the agency, and the potential for adverse impacts from future tariffs and trade restrictions, future revenues, and the selection of the discount rates and terminal growth rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

February 26, 2026

February 26, 2026

| | | | 15,718.5 | | | | | | 19,139.8 | | |

| Impairment of goodwill | | | 2,936.8 | | | | | | 321.0 | | | | | | 580.1 | | |

| Net loss | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | (3,514.9) | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | (3,514.9) | | | | |

| Issuance of restricted stock and stock options exercised, net | | | 10,997,022 | | | | | | 0.2 | | | | | | 14.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 14.4 | | | | | |

| Common stock repurchase | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53,693,185 | | | | | | (502.9) | | | | | | — | | | | | | | | | | | | (502.9) | | | | | |

| Issuance of common stock | | | 263,416 | | | | | | — | | | | | | 2.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 2.5 | | | | | |

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

| Balance at December 31, 2025 | | | 1,245,391,929 | | | | | | $ | 12.5 | | | | | $ | 18,801.3 | | | | | $ | (388.3) | | | | | 94,176,848 | | | | | | $ | (1,007.2) | | | | | $ | (2,707.0) | | | | | | | | | | | $ | 14,711.3 | | | | |

| Net (loss) earnings | | | $ | (3,514.9) | | | | | $ | (634.2) | | | | | $ | 54.7 | |

| Impairment of goodwill | | | 2,936.8 | | | | | | 321.0 | | | | | | 580.1 | | |

Charges related to the impairment of goodwill, which were previously presented in *SG&A* in the consolidated statements of operations, and which were previously presented in *Other non-cash items* in the consolidated statements of cash flows, are now presented in *Impairment of Goodwill* in the consolidated statements of operations and the consolidated statements of cash flows.

We adopted this ASU on a prospective basis beginning with the year ended December 31, 2025.

In July 2025, the FASB issued ASU 2025-05, *Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which provides a practical expedient permitting an entity to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

Entities should apply the new guidance prospectively.

In September 2025, the FASB issued ASU 2025-06, *Intangibles - Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, which amends certain aspects of the accounting for, and disclosure of, internal-use software costs under ASC 350-40, *Intangibles - Goodwill and Other - Internal-Use Software*.

ASU 2025-06 is intended to simplify and modernize the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages under Subtopic 350-40.

The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.

The guidance can be applied prospectively, retrospectively or under a modified transition approach.

In December 2025, the FASB issued ASU 2025-10, *Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities*, which establishes guidance on the recognition, measurement, and presentation of government grants received by business entities.

The amendments in ASU 2025-10 are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The guidance can be applied under a modified prospective approach, a modified retrospective approach, or a full retrospective approach.

| Brands | | | 4,571.2 | | | | | | 2,321.8 | | | | | | 617.4 | | | | | | 1,673.6 | | | | | | 9,184.0 | | |

| Generics | | | 3,942.8 | | | | | | 10.7 | | | | | | 576.4 | | | | | | 536.5 | | | | | | 5,066.4 | | |

| Total Viatris | | | $ | 8,514.0 | | | | | $ | 2,332.5 | | | | | $ | 1,193.8 | | | | | $ | 2,210.1 | | | | | $ | 14,250.4 | |

Amounts also reflect the impact of foreign currency fluctuations.

2025 amounts further reflect the Indore Impact.

| Net sales | | | $ | 14,250.4 | | | | | $ | 14,692.8 | | | | | $ | 15,388.4 | |

Amounts also reflect the impact of foreign currency fluctuations.

2025 amounts further reflect the Indore Impact.

| Chargebacks | | | $ | 493.9 | | | | | $ | 4,816.0 | | | | | | | | | | | $ | (4,870.6) | | | | | $ | 2.5 | | | | | $ | 441.8 | |

| Returns | | | 400.9 | | | | | | 226.6 | | | | | | | | | | | | (283.0) | | | | | | 5.0 | | | | | | 349.5 | | |

| Governmental rebate programs | | | 374.7 | | | | | | 634.7 | | | | | | | | | | | | (688.8) | | | | | | 23.5 | | | | | | 344.1 | | |

| Total | | | $ | 2,536.4 | | | | | $ | 9,482.5 | | | | | | | | | | | $ | (9,842.3) | | | | | $ | 92.0 | | | | | $ | 2,268.6 | |

*Critical Audit Matter Description*

unit.

Given that the Europe and JANZ reporting unit’s revenues are sensitive to changes in consumer demand, the approval of new product launches, the expansion of existing products into new jurisdictions (which have differentiated distribution and commercialization models throughout the regions), and the impact of business development activity, auditing management’s judgments regarding forecasts of future revenues, and the selection of the discount rates and terminal growth rates required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

*How the Critical Audit Matter Was Addressed in the Audit*

Net Revenue Provisions – Sales Returns Accrual at MPI – Refer to Note 3 to the financial statements.

The Company provides customers with the ability to return product, which varies country by country in accordance with local practices, generally within a specified period prior (six months) and subsequent (twelve months) to the expiration date.

The Company’s estimate of the provision for returns is generally based upon historical experience with actual returns.

The returns reserve at Mylan Pharmaceuticals Inc. (MPI) represents a significant component of the global sales returns reserve as of December 31, 2024.

Estimating the amounts to be accrued for returns requires significant estimation as management’s model utilizes historical experience with actual returns and considers levels of inventory in the distribution channel, product dating and expiration period, size and maturity of the market prior to a product launch, entrance into the market of additional competitors, and changes in the regulatory environment.

Given the volume of sales returns and the level of estimation uncertainty involved, auditing management’s judgments required a high degree of auditor judgment and an increased extent of effort.

Our audit procedures related to the Net Revenue Provisions – Sales Returns Accrual at MPI included the following, among others:

- We evaluated the Company’s methodology and assumptions in developing their sales returns accrual model, including assessing the completeness and accuracy of the underlying data used by management in their estimates.

- We tested the effectiveness of controls over the calculation of the sales returns reserve at MPI.

- We compared prior period sales returns accruals to sales returns credits subsequently issued to evaluate management’s ability to accurately forecast sales returns activity.

- We developed independent expectations of product-level sales returns accruals and sales returns accruals in the aggregate using the following: 1) historical sales and returns activity, 2) remaining shelf life information, 3) finished goods inventory on-hand at the end of the period, and 4) adjustments for known or anticipated sales return activity based on market dynamics (market prior to Viatris launch, impact of competition, and overall regulatory environment) and compared those to the recorded amounts.

February 27, 2025

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

| Assets held for sale | | | — | | | | | | 2,786.0 | | |

| Liabilities held for sale | | | — | | | | | | 275.1 | | |

| | | | 19,139.8 | | | | | | 20,719.2 | | |

| Balance at December 31, 2021 | | | 1,209,507,463 | | | | | | $ | 12.1 | | | | | $ | 18,536.1 | | | | | $ | 3,688.8 | | | | | — | | | | | | $ | — | | | | | $ | (1,744.3) | | | | | | | | | | | $ | 20,492.7 | | | | |

| Issuance of restricted stock, net | | | 3,972,427 | | | | | | — | | | | | | 1.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 1.6 | | | | | |

| Issuance of common stock | | | 313,341 | | | | | | — | | | | | | 3.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3.3 | | | | | |

| Income taxes | | | $ | 514.0 | | | | | $ | 570.9 | | | | | $ | 735.2 | |

Beginning in 2024, upfront and milestone payments related to externally developed IPR&D projects acquired directly in a transaction other than a business combination, which were previously included in cash flows from operating activities in the consolidated statements of cash flows, are now classified as cash flows from investing activities.

The adjustments resulted in an increase to net cash provided by operating activities and an increase to net cash used in investing activities of $100.4 million for the year ended December 31, 2023, and in an increase to net cash provided by operating activities and a decrease to net cash provided by investing activities of $46.4 million for the year ended December 31, 2022.

We estimate discounts on branded prescription drug sales to Medicare Part D participants in the Medicare “coverage gap” based on historical experience of prescriptions and utilization expected to result in the discount of the “coverage gap”.

The Company did not repurchase any shares of common stock under the share repurchase program in 2022.

In March 2020, the FASB issued ASU 2020-04, *Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting* (“ASU 2020-04”), which for a limited period of time adds ASC 848 to provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

ASU 2020-04 applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

On December 21, 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC 848 until December 31, 2024.

ASU

2022-06 became effective upon issuance.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”), which includes amendments to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The standard requires retrospective application to all prior periods presented.

We adopted this ASU effective December 31, 2024.

In March 2024, the SEC adopted final rules under SEC Release No. 34-99678 and No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors” (the “Final Rules”), which will require registrants to provide certain climate-related information in their registration statements and annual reports.

The Final Rules require, among other things, disclosure in the notes to the audited financial statements of the effects of severe weather events and other natural conditions, subject to certain thresholds, as well as amounts related to carbon offsets and renewable energy credits or certificates in certain circumstances.

The Final Rules will also require disclosure outside of the financial statements of material scope 1 and scope 2 greenhouse gas emissions, among other climate-related disclosures.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Management has not identified any changes in the Company’s internal control over financial reporting (“ICFR”) that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

Management’s Report on ICFR is on page [removed: 78,] [added: 83,] which is incorporated herein by reference.

The effectiveness of the Company’s ICFR as of December 31, [removed: 2024] [added: 2025] has been audited by Deloitte & Touche LLP (PCAOB ID No. 34), an independent registered public accounting firm, as stated in their report on page [removed: 82,] [added: 86,] which is incorporated herein by reference.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

The Viatris board of directors has adopted a Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and [added: Corporate] Controller.

The Code of Ethics for our Chief Executive Officer, Chief Financial Officer and [added: Corporate] Controller and the Code of Business Conduct and Ethics are posted on Viatris’ website at http://www.viatris.com/en/About-Us/Corporate-Governance, and Viatris intends to post any amendments to and waivers from each of the Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and [added: Corporate] Controller and the Code of Business Conduct and Ethics that are required to be disclosed on that website.

We have adopted a Global Insider Trading Policy and Insider Trading Policy Additional Procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, as well as by Viatris itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing [removed: standards applicable to us.]

A copy of our Global Insider Trading Policy and Insider Trading Policy Additional Procedures is [removed: filed] [added: included] as Exhibit 19 to this Form 10-K.

standards applicable to us.

The additional information required by this Item 10 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

Certain information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

The information required by this Item 11 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

The information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

The following table shows information about the securities authorized for issuance under Viatris’ equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders | | | 35,376,916 | | | | | | $ | 12.23 | | | | | 49,459,997 | | |

| Total | | | 35,376,916 | | | | | | $ | 12.23 | | | | | 49,459,997 | | |

The additional information required by this Item 12 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

The additional information required by this Item will be provided in an amendment to this Form 10-K in accordance with General Instruction G(3) to Form 10-K.

| Equity compensation plans approved by security holders | | | 32,434,720 | | | | | | $ | 14.02 | | | | | 67,843,687 | | |

| Total | | | 32,434,720 | | | | | | $ | 14.02 | | | | | 67,843,687 | | |

The information required by this Item 13 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

The information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

The information required by this Item 14 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

The information required by this Item will be provided in an amendment to this Annual Report on Form 10-K in accordance with General Instruction G(3) to Form 10-K.

(1)These amounts include balances from [removed: acquisitions.][added: acquisitions and foreign currency translation.]

[removed: (2)These] [added: (2)2023] amounts include balances reclassified to *Assets Held for Sale* and *Liabilities Held for Sale*.

| [2.3(e)](https://www.sec.gov/Archives/edgar/data/1792044/000179204425000008/ex_23exvtrsx20241231.htm) | | | | | | Omnibus Amendment No. 3, effective as of December 24, 2024, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilar Collaborations Ireland Limited, Biosimilars Newco Limited, and Biocon Biologics [removed: Limited.^] [added: Limited, filed by Viatris Inc. as Exhibit 2.3(e) to Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.^] | | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1792044/000119312523296654/d662898dex31.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1792044/000114036125039269/ef20057617_ex3-1.htm)] | | | | | | Amended and Restated Bylaws of Viatris Inc., effective as of [removed: December 15, 2023,] [added: October 24, 2025,] filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on [removed: December 15, 2023,] [added: October 24, 2025,] and incorporated herein by reference. | | |

| [removed: [4.1(a)](https://www.sec.gov/Archives/edgar/data/69499/000006949912000042/exhibit_41xindenture.htm)] [added: [4.1(a)](https://www.sec.gov/Archives/edgar/data/69499/000110465913087739/a13-20314_5ex4d1.htm)] | | | | | | Indenture, dated [removed: December 21, 2012,] [added: November 29, 2013,] between [removed: and among] Mylan [removed: Inc., as issuer, the guarantors named therein,] [added: Inc.] and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed by Mylan Inc. with the SEC on [removed: December 24, 2012,] [added: November 29, 2013,] and incorporated herein by reference. | | |

| [removed: [4.1(b)](https://www.sec.gov/Archives/edgar/data/1623613/000119312515068819/d882101dex44.htm)] [added: [4.1(c)](https://www.sec.gov/Archives/edgar/data/1623613/000119312515068819/d882101dex46.htm)] | | | | | | [removed: First] [added: Second] Supplemental Indenture, dated February 27, 2015, [removed: between and] among Mylan Inc., as issuer, Mylan N.V., as guarantor, and The Bank of New York Mellon, as trustee, to the Indenture, dated [removed: December 21, 2012,] [added: November 29, 2013,] filed as Exhibit [removed: 4.4] [added: 4.6] to the Report on Form 8-K filed by Mylan N.V. with the SEC on February 27, 2015, and incorporated herein by reference. | | |

| [removed: [4.1(c)](https://www.sec.gov/Archives/edgar/data/1623613/000162361315000009/myl_ex43bx20150331-10q.htm)] [added: [4.1(d)](https://www.sec.gov/Archives/edgar/data/1623613/000162361315000009/myl_ex45bx20150331-10q.htm)] | | | | | | [removed: Second] [added: Third] Supplemental Indenture, dated March 12, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as parent, and The Bank of New York Mellon, as trustee, to the Indenture, dated [removed: December 21, 2012,] [added: November 29, 2013,] filed by Mylan N.V. as Exhibit [removed: 4.3(b)] [added: 4.5(b)] to Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference. | | |

| [removed: [4.1(d)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex46.htm)] [added: [4.6(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex41.htm)] | | | | | | [removed: Third] [added: First] Supplemental Indenture dated November 16, 2020, by and among [removed: Mylan Inc.,] Viatris Inc., Utah Acquisition Sub Inc., Mylan II [removed: B.V.] [added: B.V., Mylan Inc.] and the Bank of New York Mellon, as trustee, to the Indenture dated [removed: December 21, 2012,] [added: June 22, 2020,] by and [removed: between Mylan] [added: among Viatris] Inc. and the Bank of New York Mellon, as trustee, filed as Exhibit [removed: 4.6] [added: 4.1] to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.2(a)](https://www.sec.gov/Archives/edgar/data/69499/000110465913087739/a13-20314_5ex4d1.htm)] [added: [4.1(b)](https://www.sec.gov/Archives/edgar/data/69499/000110465913087739/a13-20314_5ex4d2.htm)] | | | | | | [added: First Supplemental] Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit [removed: 4.1] [added: 4.2] to the Report on Form 8-K filed by Mylan Inc. with the SEC on November 29, 2013, and incorporated herein by reference. | | |

| [removed: [4.2(b)](https://www.sec.gov/Archives/edgar/data/69499/000110465913087739/a13-20314_5ex4d2.htm)] [added: [4.1(e)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex47.htm)] | | | | | | [removed: First] [added: Fourth] Supplemental [removed: Indenture,] [added: Indenture] dated November [added: 16, 2020, by and among Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the Indenture dated November] 29, 2013, [added: by and] between Mylan Inc. and [removed: The] [added: the] Bank of New York Mellon, as trustee, filed as Exhibit [removed: 4.2] [added: 4.7] to the Report on Form [removed: 8-K] [added: 8-K/A] filed by [removed: Mylan] [added: Viatris] Inc. with the SEC on November [removed: 29, 2013,] [added: 19, 2020,] and incorporated herein by reference. | | |

| [removed: [4.2(c)](https://www.sec.gov/Archives/edgar/data/1623613/000119312515068819/d882101dex46.htm)] [added: [4.2(a)](https://www.sec.gov/Archives/edgar/data/1623613/000119312516622620/d207286dex41.htm)] | | | | | | [removed: Second Supplemental] Indenture, dated [removed: February 27, 2015,] [added: as of June 9, 2016,] among Mylan [removed: Inc.,] [added: N.V.,] as issuer, Mylan [removed: N.V.,] [added: Inc.,] as guarantor, and The Bank of New York Mellon, as trustee, [removed: to the Indenture, dated November 29, 2013,] filed as Exhibit [removed: 4.6] [added: 4.1] to the Report on Form 8-K filed by Mylan N.V. with the SEC on [removed: February 27, 2015,] [added: June 15, 2016,] and incorporated herein by reference. | | |

| [removed: [4.2(d)](https://www.sec.gov/Archives/edgar/data/1623613/000162361315000009/myl_ex45bx20150331-10q.htm)] [added: [4.4(a)](https://www.sec.gov/Archives/edgar/data/1623613/000119312518111603/d560332dex41.htm)] | | | | | | [removed: Third Supplemental] Indenture, dated [removed: March 12, 2015, between and] [added: as of April 9, 2018,] among Mylan Inc., as issuer, Mylan N.V., as [removed: parent,] [added: guarantor,] and [removed: The] [added: the] Bank of New York Mellon, as trustee, [added: filed as Exhibit 4.1] to the [removed: Indenture, dated November 29, 2013,] [added: Report on Form 8-K] filed by Mylan N.V. [removed: as Exhibit 4.5(b) to Form 10-Q for] [added: with] the [removed: quarter ended March 31, 2015,] [added: SEC on April 9, 2018,] and incorporated herein by reference. | | |

| [removed: [4.2(e)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex47.htm)] [added: [4.2(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex44.htm)] | | | | | | [removed: Fourth] [added: First] Supplemental Indenture dated November 16, 2020, by and among [removed: Mylan Inc.,] Viatris Inc., Utah Acquisition Sub Inc., Mylan II [removed: B.V.] [added: B.V., Mylan Inc.] and the Bank of New York Mellon, as trustee, to the Indenture dated [removed: November 29, 2013,] [added: June 9, 2016,] by and [removed: between] [added: among] Mylan [added: N.V., Mylan] Inc. and the Bank of New York Mellon, as trustee, filed as Exhibit [removed: 4.7] [added: 4.4] to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.3(a)](https://www.sec.gov/Archives/edgar/data/1623613/000119312516622620/d207286dex41.htm)] [added: [4.6(a)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520181088/d920857dex41.htm)] | | | | | | Indenture, dated as of June [removed: 9, 2016, among Mylan N.V., as issuer, Mylan] [added: 22, 2020, between Upjohn] Inc., as [removed: guarantor,] [added: issuer,] and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed by [removed: Mylan N.V.] [added: Upjohn Inc.] with the SEC on June [removed: 15, 2016,] [added: 26, 2020,] and incorporated herein by reference. | | |

| [removed: [4.3(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex44.htm)] [added: [4.4(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex48.htm)] | | | | | | First Supplemental Indenture dated November 16, 2020, by and among [added: Mylan Inc.,] Viatris Inc., Utah Acquisition Sub Inc., Mylan II [removed: B.V., Mylan Inc.] [added: B.V.] and the Bank of New York Mellon, as trustee, to the Indenture dated [removed: June] [added: April] 9, [removed: 2016,] [added: 2018,] by and among Mylan [removed: N.V.,] [added: Inc.,] Mylan [removed: Inc.] [added: N.V.] and the Bank of New York Mellon, as trustee, filed as Exhibit [removed: 4.4] [added: 4.8] to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.4(a)](https://www.sec.gov/Archives/edgar/data/1623613/000162361317000007/exhibit49.htm)] [added: [4.3(a)](https://www.sec.gov/Archives/edgar/data/1623613/000162361317000007/exhibit49.htm)] | | | | | | Indenture, dated November 22, 2016, among Mylan N.V., as issuer, Mylan, Inc., as guarantor and Citibank, N.A., London Branch, as trustee, paying agent, transfer agent, registrar and calculation agent, filed by Mylan N.V. as Exhibit 4.9 to Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference. | | |

| [removed: [4.4(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex45.htm)] [added: [4.3(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex45.htm)] | | | | | | First Supplemental Indenture dated November 16, 2020, by and among Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc. and Citibank, N.A., London Branch, as trustee, paying agent, transfer agent, and registrar, to the Indenture dated November 22, 2016, by and among Mylan N.V., Mylan Inc. and Citibank, N.A., London Branch, as trustee, paying agent, transfer agent, registrar and calculation agent, filed as Exhibit 4.5 to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.5(a)](https://www.sec.gov/Archives/edgar/data/1623613/000119312518111603/d560332dex41.htm)] [added: [4.5(a)](https://www.sec.gov/Archives/edgar/data/1623613/000119312518172116/d566535dex41.htm)] | | | | | | Indenture, dated as of [removed: April 9,] [added: May 23,] 2018, among Mylan Inc., as issuer, Mylan N.V., as guarantor, and [removed: the Bank of New York Mellon,] [added: Citibank, N.A., London Branch,] as trustee, [added: paying agent, transfer agent and registrar,] filed as Exhibit 4.1 to the Report on Form 8-K filed by Mylan N.V. with the SEC on [removed: April 9,] [added: May 23,] 2018, and incorporated herein by reference. | | |

| [removed: [4.5(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex48.htm)] [added: [4.5(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex49.htm)] | | | | | | First Supplemental Indenture dated November 16, 2020, by and among Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and [removed: the Bank of New York Mellon,] [added: Citibank, N.A., London Branch,] as trustee, [added: paying agent, transfer agent, and registrar,] to the Indenture dated [removed: April 9,] [added: May 23,] 2018, by and among Mylan Inc., Mylan N.V. and [removed: the Bank of New York Mellon,] [added: Citibank, N.A., London Branch,] as trustee, [added: paying agent, transfer agent, and registrar,] filed as Exhibit [removed: 4.8] [added: 4.9] to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.6(a)](https://www.sec.gov/Archives/edgar/data/1623613/000119312518172116/d566535dex41.htm)] [added: [4.7(a)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520181088/d920857dex49.htm)] | | | | | | Indenture, dated as of [removed: May] [added: June] 23, [removed: 2018,] [added: 2020,] among [removed: Mylan Inc.,] [added: Upjohn Finance B.V.,] as issuer, [removed: Mylan N.V.,] [added: Upjohn Inc.,] as guarantor, and Citibank, N.A., London Branch, as trustee, [removed: paying agent,] transfer [added: agent, paying] agent and registrar, filed as Exhibit [removed: 4.1] [added: 4.9] to the Report on Form 8-K filed by [removed: Mylan N.V.] [added: Upjohn Inc.] with the SEC on [removed: May 23, 2018,] [added: June 26, 2020,] and incorporated herein by reference. | | |

| [removed: [4.6(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex49.htm)] [added: [4.7(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex42.htm)] | | | | | | First Supplemental Indenture dated November 16, 2020, by and among [removed: Mylan Inc.,] [added: Upjohn Finance B.V.,] Viatris Inc., Utah Acquisition Sub Inc., Mylan II [removed: B.V.] [added: B.V., Mylan Inc.] and Citibank, N.A., London Branch, as trustee, paying agent, transfer agent, and registrar, to the Indenture dated [removed: May] [added: June] 23, [removed: 2018,] [added: 2020,] by and among [removed: Mylan Inc., Mylan N.V.] [added: Upjohn Finance B.V., Viatris Inc.] and Citibank, N.A., London Branch, as trustee, paying agent, transfer agent, and registrar, filed as Exhibit [removed: 4.9] [added: 4.2] to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.7(a)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520181088/d920857dex41.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298226/d56774dex103.htm)] | | | | | | [removed: Indenture,] [added: Tax Matters Agreement,] dated as of [removed: June 22,] [added: November 16,] 2020, [added: by and] between [added: Pfizer Inc. and] Upjohn Inc., [removed: as issuer, and The Bank of New York Mellon, as trustee,] filed as Exhibit [removed: 4.1] [added: 10.3] to the Report on Form 8-K filed by [removed: Upjohn] [added: Viatris] Inc. with the SEC on [removed: June 26,] [added: November 19,] 2020, and incorporated herein by reference. [added: ^] | | |

| [removed: [4.7(b)](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex41.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1792044/000119312520298236/d57281dex101.htm)] | | | | | | [removed: First Supplemental Indenture dated November 16, 2020, by and] [added: Form of Commercial Paper Dealer Agreement] among Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V., Mylan Inc. and the [removed: Bank of New York Mellon, as trustee, to the Indenture dated June 22, 2020, by and among Viatris Inc. and the Bank of New York Mellon, as trustee,] [added: dealer thereto,] filed as Exhibit [removed: 4.1] [added: 10.1] to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference. | | |

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_49xvtrsx20231231x10-k.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1792044/000179204424000008/ex_49xvtrsx20231231x10-k.htm)] | | | | | | Description of Viatris Inc. Securities Registered Under Section 12 of the Exchange Act, filed by Viatris Inc. as Exhibit 4.9 to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference. | | |

| [10.1(b)](https://www.sec.gov/Archives/edgar/data/1792044/000179204425000008/ex_101bxvtrsx20241231.htm) | | | | | | Amendment to the Viatris Inc. 2020 Stock Incentive Plan dated December 6, [removed: 2024.*] [added: 2024, filed by Viatris Inc. as Exhibit 10.1(b) to Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.*] | | |

| [removed: [10.1(c)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101b-vtrsx20201231x10xk.htm)] [added: [10.1(c)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_101xvtrsx20210331x10-q.htm)] | | | | | | Form of [removed: Make-Whole] Restricted Stock Unit Award Agreement under the Viatris [added: Inc.] 2020 Stock Incentive [removed: Plan,] [added: Plan for awards granted on or after March 2, 2021,] filed by Viatris Inc. as Exhibit [removed: 10.1(b)] [added: 10.1] to Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2020,] [added: 2021,] and incorporated herein by reference.* | | |

| [removed: [10.1(d)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101c-vtrsx20201231x10xk.htm)] [added: [10.1(e)](https://www.sec.gov/Archives/edgar/data/1792044/000179204423000017/ex_103xvtrsx20230331.htm)] | | | | | | Form of [removed: Retention] [added: Performance-Based] Restricted Stock Unit Award Agreement under the Viatris [added: Inc.] 2020 Stock Incentive [removed: Plan,] [added: Plan for awards granted on or after March 3, 2023,] filed by Viatris Inc. as Exhibit [removed: 10.1(c)] [added: 10.3] to Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2020,] [added: 2023,] and incorporated herein by reference.* | | |

| [removed: [10.1(e)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101d-vtrsx20201231x10xk.htm)] [added: [10.1(d)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_103xvtrsx20210331x10-q.htm)] | | | | | | Form of [added: Director] Restricted Stock Unit Award Agreement under the Viatris [added: Inc.] 2020 Stock Incentive Plan for [removed: Michael Goettler and Sanjeev Narula,] [added: non-employee directors for awards granted on or after March 2, 2021,] filed by Viatris Inc. as Exhibit [removed: 10.1(d)] [added: 10.3] to Form [removed: 10-K] [added: 10-Q] for the [removed: fiscal year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2020,] [added: 2021,] and incorporated herein by reference.* | | |

| [removed: [10.1(f)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_101e-vtrsx20201231x10xk.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000009/ex_1025-vtrsx20201231x10xk.htm)] | | | | | | [removed: Value Creation Incentive Award Performance-Based Restricted Stock Unit Award] [added: Form of Indemnification] Agreement [removed: for Robert J. Coury under the] [added: between] Viatris Inc. [removed: 2020 Stock Incentive Plan, effective as] [added: and each] of [removed: November 23, 2020,] [added: its directors and its executive officers,] filed by Viatris Inc. as Exhibit [removed: 10.1(e)] [added: 10.25] to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.* | | |

| [removed: [10.1(g)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_101xvtrsx20210331x10-q.htm)] [added: [10.7(h)](https://www.sec.gov/Archives/edgar/data/1623613/000162361320000018/mylex10220200331-10q.htm)] | | | | | | Form of [removed: Restricted] Stock [removed: Unit Award] [added: Option] Agreement under the [removed: Viatris Inc. 2020 Stock] [added: Mylan N.V. 2003 Long-Term] Incentive Plan for [added: independent directors for] awards granted on or after March 2, [removed: 2021,] [added: 2020,] filed by [removed: Viatris Inc.] [added: Mylan N.V.] as Exhibit [removed: 10.1] [added: 10.2] to Form 10-Q for the quarter ended March 31, [removed: 2021,] [added: 2020,] and incorporated herein by reference.* | | |

| [removed: [10.1(h)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_102xvtrsx20210331x10-q.htm)] [added: [10.7(g)](https://www.sec.gov/Archives/edgar/data/1623613/000162361319000016/myl_ex107x20190331-10xq.htm)] | | | | | | Form of [removed: Performance-Based Restricted] Stock [removed: Unit Award] [added: Option] Agreement under the [removed: Viatris Inc. 2020 Stock] [added: Mylan N.V. 2003 Long-Term] Incentive Plan for [added: Rajiv Malik for] awards granted on or after [removed: March 2, 2021,] [added: February 19, 2019,] filed by [removed: Viatris Inc.] [added: Mylan N.V.] as Exhibit [removed: 10.2] [added: 10.7] to Form 10-Q for the quarter ended March 31, [removed: 2021,] [added: 2019,] and incorporated herein by reference.* | | |

| [removed: [10.1(i)](https://www.sec.gov/Archives/edgar/data/1792044/000179204421000018/ex_103xvtrsx20210331x10-q.htm)] [added: [10.7(f)](https://www.sec.gov/Archives/edgar/data/1623613/000162361316000046/myl_ex101lx20151231-10k.htm)] | | | | | | Form of [removed: Director Restricted] Stock [removed: Unit Award] [added: Option] Agreement under the [removed: Viatris Inc. 2020 Stock] [added: Mylan N.V. 2003 Long-Term] Incentive Plan for [removed: non-employee directors for] awards granted [removed: on or] after [removed: March 2, 2021,] [added: February 27, 2015,] filed by [removed: Viatris Inc.] [added: Mylan N.V.] as Exhibit [removed: 10.3] [added: 10.1(l)] to Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: fiscal year] ended [removed: March] [added: December] 31, [removed: 2021,] [added: 2015,] and incorporated herein by reference.* | | |

| [removed: [10.1(j)](https://www.sec.gov/Archives/edgar/data/1792044/000179204423000017/ex_103xvtrsx20230331.htm)] [added: [10.1(f)](https://www.sec.gov/Archives/edgar/data/1792044/000119312523060080/d476202dex991.htm)] | | | | | | [removed: Form of Performance-Based Restricted Stock Unit Award Agreement under the Viatris] [added: Oyster Point Pharma,] Inc. [removed: 2020 Stock] [added: 2016 Equity] Incentive [removed: Plan for awards granted on or after March 3, 2023,] [added: Plan,] filed [removed: by Viatris Inc.] as Exhibit [removed: 10.3] [added: 99.1] to Form [removed: 10-Q for] [added: S-8 filed by Viatris Inc. with] the [removed: quarter ended] [added: SEC on] March [removed: 31,] [added: 3,] 2023, and incorporated herein by reference.* | | |