filings.toolsItem 1A. RISK FACTORS
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Item 1A. RISK FACTORS
There have been no material changes in the Company’s risk factors from those disclosed in Viatris’ 2022 Form 10-K.
ITEM 2. 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 | ||||||||||||||||||||||
| January 1 - January 31, 2023 | 9,509,707 | $ | 11.77 | 9,509,707 | $ | 888,085,194 | ||||||||||||||||||||
| February 1 - February 28, 2023 | 11,729,814 | 11.77 | 11,729,814 | 750,013,515 | ||||||||||||||||||||||
| March 1 - March 31, 2023 | — | — | — | — | ||||||||||||||||||||||
| Total | 21,239,521 | $ | 11.77 | 21,239,521 | $ | 750,013,515 |
(a)Refer to Part I, Item 2. Management’s Discussion and Analysis of Financial Condition - Results of Operations and Results of Operations – Recent Developments” of this Form 10-Q for additional information regarding the Company’s authorized share repurchase program. During the three months ended March 31, 2023, the Company repurchased approximately 21.2 million shares of common stock at a cost of approximately $250 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.
| ITEM 6. EXHIBITS | |||||
| 10.1 | Offer Letter with Scott A. Smith, dated February 24, 2023, filed as Exhibit 10.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on February 27, 2023, and incorporated herein by reference.* | ||||
| 10.2 | Separation Agreement with Michael Goettler, dated February 24, 2023, filed as Exhibit 10.2 to the Report on Form 8-K filed by Viatris Inc. with the SEC on February 27, 2023, and incorporated herein by reference.* | ||||
| 10.3 | Form of Performance-Based Restricted Stock Unit Award Agreement under the Viatris Inc. 2020 Stock Incentive Plan for awards granted on or after March 3, 2023.* | ||||
| 10.4 | LIBOR Transition Amendment, dated as of April 28, 2023, to the Amended and Restated Revolving Credit Agreement, dated as of July 1, 2021, among Viatris, the guarantors from time to time party thereto, the lenders and issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent.^ | ||||
| 22 | List of subsidiary guarantors and issuers of guaranteed securities. | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). | ||||
| * | Denotes management contract or compensatory plan or arrangement. | ||||
| ^ | Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Viatris agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Viatris Inc. | ||||||||
| By: | /s/ SCOTT A. SMITH | |||||||
| Scott A. Smith | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) |
May 8, 2023
| /s/ SANJEEV NARULA | ||||||||
| Sanjeev Narula | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) |
May 8, 2023
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