What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 49 added, 67 removed, 361 unchanged (24% of the section changed)

8 unchanged sentences

Trading Arrangements

On November 28, 2023 , JoEllen Lyons Dillon , a director of the Company , adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.

The plan provides for the sale of up to 20,000 shares of the Company’s common stock until all such shares are sold or March 4, 2025 , whichever comes first.

During the three months ended December 31, 2024, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

6 unchanged sentences

The Code of Ethics for our Chief Executive Officer, Chief Financial Officer and 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 Controller and the Code of Business Conduct and Ethics that are required to be disclosed on that website.

Insider Trading Policies and Procedures

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 standards applicable to us.

A copy of our Global Insider Trading Policy and Insider Trading Policy Additional Procedures is filed as Exhibit 19 to this Form 10-K.

Executive Compensation

62 unchanged sentences

and Upjohn Inc., filed as Exhibit 2.2 to the Report on Form 8-K filed by Mylan N.V.

with the SEC on June 1, 2020, and incorporated herein by reference.

with the SEC on June 1, 2020, and incorporated herein by reference.^

Amendment No.

1 unchanged sentence

and Upjohn Inc., filed as Exhibit 2.6 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on November 19, 2020, and incorporated herein by reference.

with the SEC on November 19, 2020, and incorporated herein by reference.^

Amendment No.

1 unchanged sentence

and Upjohn Inc., filed as Exhibit 2.7 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on November 19, 2020, and incorporated herein by reference.

with the SEC on November 19, 2020, and incorporated herein by reference.^

Transaction Agreement, dated as of February 27, 2022, by and among Biocon Biologics Limited and Viatris Inc., filed as Exhibit 2.1 to the Report on Form 8-K filed by Viatris Inc.

7 unchanged sentences

Omnibus Amendment No.

2, effective as of December 19, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilars Newco Limited, and Biocon Biologics Limited.^

2, effective as of December 19, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilars Newco Limited, and Biocon Biologics Limited, filed by Viatris Inc.

as Exhibit 2.3(d) to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.^

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 Limited.^

Put Option Agreement, dated October 1, 2023, between Cooper Consumer Health SAS and Viatris Inc., filed by Viatris Inc.

1 unchanged sentence

Transaction Agreement, dated as of January 29, 2024, by and among Cooper Consumer Health SAS, Cooper Consumer Health IT S.r.l., Viatris Inc., Viatris Italia S.r.l.

and Ipex AB, filed by Viatris Inc.

as Exhibit 2.1 to the Report on Form 8-K/A filed by Viatris Inc.

with the SEC on January 30, 2024, and incorporate herein by reference.

and Ipex AB, filed as Exhibit 2.1 to the Report on Form 8-K/A filed by Viatris Inc.

with the SEC on January 30, 2024, and incorporated herein by reference.

Amended and Restated Certificate of Incorporation of Upjohn Inc., effective as of November 13, 2020, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc.

2 unchanged sentences

with the SEC on November 19, 2020, and incorporated herein by reference.

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023.

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023, filed by Viatris Inc.

as Exhibit 3.1(c) to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023, filed by Viatris Inc.

as Exhibit 3.1(d) to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.

Amended and Restated Bylaws of Viatris Inc., effective as of December 15, 2023, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc.

61 unchanged sentences

Description of Viatris Inc.

Securities Registered Under Section 12 of the Exchange Act.

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.

2020 Stock Incentive Plan, included as Exhibit 10.1 to Amendment No.

1 unchanged sentence

with the SEC on February 6, 2020, and incorporated herein by reference.*

Amendment to the Viatris Inc.

2020 Stock Incentive Plan dated December 6, 2024.*

Form of Make-Whole Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan, filed by Viatris Inc.

30 unchanged sentences

with the SEC on March 3, 2023, and incorporated herein by reference.*

Letter Agreement entered into on February 6, 2020 by and between Pfizer Inc.

and Sanjeev Narula, filed by Viatris Inc.

as Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Letter Agreement entered into on June 25, 2019 by and between Pfizer Inc.

and Sanjeev Narula, filed by Viatris Inc.

as Exhibit 10.3 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Letter Agreement entered into on June 26, 2019 by and between Pfizer Inc.

and Michael Goettler, filed by Viatris Inc.

as Exhibit 10.4 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Letter Agreement entered into on July 29, 2019 by and between Pfizer Inc.

and Michael Goettler, filed by Viatris Inc.

as Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Severance Agreement entered into on December 3, 2020 by and between Viatris Inc.

and Michael Goettler, filed by Viatris Inc.

as Exhibit 10.6 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

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.*

Retention Agreement entered into on December 3, 2020, by and between Viatris Inc.

and Rajiv Malik, filed by Viatris Inc.

as Exhibit 10.7 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Retention Agreement entered into on December 3, 2020, by and between Viatris Inc.

and Anthony Mauro, filed by Viatris Inc.

as Exhibit 10.1 to Amendment No.

1 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Executive Employment Agreement, entered into on November 20, 2020, by and between Viatris Inc.

9 unchanged sentences

with the SEC on February 27, 2023, and incorporated herein by reference.*

Offer Letter with Theodora (Doretta) Mistras, dated December 15, 2023.*

Retirement and Operating Consulting Agreement and Release with Rajiv Malik, dated October 20, 2023.*

Separation Agreement and Release with Anthony Mauro, dated October 20, 2023.*

Separation Agreement and Release with Sanjeev Narula, dated December 15, 2023.*

Offer Letter with Theodora (Doretta) Mistras, dated December 15, 2023, filed by Viatris Inc.

as Exhibit 10.13 to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.*

Retirement and Operating Consulting Agreement and Release with Rajiv Malik, dated October 20, 2023, filed by Viatris Inc.

as Exhibit 10.14 to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.*

Separation Agreement and Release with Anthony Mauro, dated October 20, 2023, filed by Viatris Inc.

as Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.*

Separation Agreement and Release with Sanjeev Narula, dated December 15, 2023, filed by Viatris Inc.

as Exhibit 10.16 to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.*

Amended and Restated 2003 Long-Term Incentive Plan, filed as Appendix B to Mylan N.V.’s Definitive Proxy Statement on Schedule 14A filed by Mylan N.V.

49 unchanged sentences

as Exhibit 10.5(c) to Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.*

Mylan 401(k) Restoration Plan, dated January 1, 2010, filed by Mylan Inc.

as Exhibit 10.1 to the Report on Form 8-K filed by Mylan Inc.

Mylan 401(k) Restoration Plan, dated January 1, 2010, filed as Exhibit 10.1 to the Report on Form 8-K filed by Mylan Inc.

with the SEC on December 14, 2009, and incorporated herein by reference.*

1 unchanged sentence

as Exhibit 10.41(b) to Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.*

Mylan Executive Income Deferral Plan, filed by Mylan Inc.

as Exhibit 10.2 to the Report on Form 8-K filed by Mylan Inc.

Mylan Executive Income Deferral Plan, filed as Exhibit 10.2 to the Report on Form 8-K filed by Mylan Inc.

with the SEC on December 14, 2009, and incorporated herein by reference.*

24 unchanged sentences

with the SEC on February 27, 2015, and incorporated herein by reference.*

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, filed as Exhibit 10.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on July 1, 2021, and incorporated herein by reference.

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 Inc., 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, filed by Viatris Inc.

as Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2023, and incorporated herein by reference.^

Second Amended and Restated Revolving Credit Agreement, dated as of September 27, 2024, among Viatris, certain affiliates and subsidiaries of Viatris from time to time party thereto as guarantors, each lender and issuing bank from time to time party thereto and Bank of America, N.A., as administrative agent, filed as Exhibit 10.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on September 27, 2024 and incorporated herein by reference.^

Term Loan Credit Agreement, dated as of July 1, 2021, among Viatris, the guarantors from time to time party thereto, the lenders from time to time party thereto and Mizuho Bank, Ltd., as administrative agent, filed as Exhibit 10.2 to the Report on Form 8-K filed by Viatris Inc.

3 unchanged sentences

with the SEC on November 19, 2020, and incorporated herein by reference.

Settlement Agreement with the U.S.

Department of Justice and two relators finalizing the Medicaid drug rebate settlement, dated August 16, 2017, filed as Exhibit 10.1 to the Report on Form 8-K filed by Mylan N.V.

with the SEC on August 21, 2017, and incorporated herein by reference.

Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Mylan Inc.

and Mylan Specialty L.P., dated August 16, 2017, filed as Exhibit 10.2 to the Report on Form 8-K filed by Mylan N.V.

with the SEC on August 21, 2017, and incorporated herein by reference.

Asset Purchase Agreement, dated as of September 7, 2020, between Aspen Global Incorporated and Mylan Ireland Limited, filed by Mylan N.V.

as Exhibit 10.2 to the Form 10-Q for the quarter ended September 30, 2020, and incorporated herein by reference.^

Amendment No.

1, dated as of November 5, 2020, to the Asset Purchase Agreement dated as of September 7, 2020, between Aspen Global Incorporated and Mylan Ireland Limited, filed by Viatris Inc.

as Exhibit 10.34(b) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.

Transition Services Agreement, dated as of November 16, 2020, by and between Pfizer Inc.

26 unchanged sentences

with the SEC on November 19, 2020, and incorporated herein by reference.

Global Insider Trading Policy and Insider Trading Policy Additional Procedures.

Subsidiaries of the registrant.

4 unchanged sentences

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive-Based Compensation Recovery Policy, effective December 1, 2023.

Incentive-Based Compensation Recovery Policy, effective December 1, 2023, filed by Viatris Inc.

as Exhibit 97 to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.

101.INS Inline XBRL Instance Document

15 unchanged sentences

Smith (Principal Executive Officer)

/s/ SANJEEV NARULA Chief Financial Officer

Sanjeev Narula (Principal Financial Officer)

CAMPBELL Chief Accounting Officer and Corporate Controller

Campbell (Principal Accounting Officer)

/s/ THEODORA MISTRAS Chief Financial Officer

Theodora Mistras (Principal Financial Officer)

/s/ PAUL CAMPBELL

Chief Accounting Officer and Corporate Controller

Paul Campbell

(Principal Accounting Officer)

/s/ MELINA HIGGINS

9 unchanged sentences

KILTS Director

KORMAN Director

/s/ RAJIV MALIK President and Director

/s/ RICHARD A.

MARK Director

PARRISH Vice Chair and Director

/s/ HARRY KORMAN

/s/ RAJIV MALIK

/s/ RICHARD MARK

/s/ MARK PARRISH

Vice Chair and Director

/s/ ROGÉRIO VIVALDI COELHO

Rogério Vivaldi Coelho

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures