What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 30 added, 96 removed, 314 unchanged (29% of the section changed)

12 unchanged sentences

Directors, Executive Officers and Corporate Governance

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.

Code of Ethics

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

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

The Viatris board of directors also has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees.

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.

The Code of Ethics for our Chief Executive Officer, Chief Financial Officer and 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 Corporate 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.

standards applicable to us.

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

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.

Executive Compensation

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 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.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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 Plan Information

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

Number of Securities to be

Issued upon Exercise of

Outstanding Options,

Warrants and Rights

(a) Weighted-Average Exercise

Price of Outstanding

Options, Warrants and

(b) Number of Securities

Remaining Available for

Future Issuance Under

Equity Compensation Plans

(excluding securities reflected

in column (a))

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

(a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

(b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Plan Category

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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.

Certain Relationships and Related Transactions, and Director Independence

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 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.

Principal Accounting Fees and Services

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.

Exhibits, Consolidated Financial Statement Schedules

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Year ended December 31, 2023 $ 387.0 41.0 16.1 ( 22.7 ) $ 421.4

(1) These amounts include balances from acquisitions.

(2) These amounts include balances reclassified to Assets Held for Sale and Liabilities Held for Sale .

(1) These amounts include balances from acquisitions and foreign currency translation.

(2) 2023 amounts include balances reclassified to Assets Held for Sale and Liabilities Held for Sale .

Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V.

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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.^

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, 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.^

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

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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.

with the SEC on December 15, 2023, and incorporated herein by reference.

Indenture, dated December 21, 2012, between and among Mylan Inc., as issuer, the guarantors named therein, 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 December 24, 2012, and incorporated herein by reference.

First Supplemental Indenture, dated February 27, 2015, 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 December 21, 2012, filed as Exhibit 4.4 to the Report on Form 8-K filed by Mylan N.V.

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

Second 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 December 21, 2012, filed by Mylan N.V.

as Exhibit 4.3(b) to Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference.

Third Supplemental Indenture dated November 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 December 21, 2012, by and between Mylan Inc.

and the Bank of New York Mellon, as trustee, filed as Exhibit 4.6 to the Report on Form 8-K/A filed by Viatris Inc.

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

Amended and Restated Bylaws of Viatris Inc., effective as of October 24, 2025, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc.

with the SEC on October 24, 2025, and incorporated herein by reference.

Indenture, dated November 29, 2013, between Mylan Inc.

55 unchanged sentences

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.

2020 Stock Incentive Plan dated December 6, 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.*

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

as Exhibit 10.1(c) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement under the Viatris 2020 Stock Incentive Plan for Michael Goettler and Sanjeev Narula, filed by Viatris Inc.

as Exhibit 10.1(d) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Value Creation Incentive Award Performance-Based Restricted Stock Unit Award Agreement for Robert J.

Coury under the Viatris Inc.

2020 Stock Incentive Plan, effective as of November 23, 2020, filed by Viatris Inc.

as Exhibit 10.1(e) to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement under the Viatris Inc.

1 unchanged sentence

as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2021, and incorporated herein by reference.*

Form of Performance-Based Restricted Stock Unit Award Agreement under the Viatris Inc.

2020 Stock Incentive Plan for awards granted on or after March 2, 2021, filed by Viatris Inc.

as Exhibit 10.2 to Form 10-Q for the quarter ended March 3 1, 2021, and incorporated herein by reference.*

Form of Director Restricted Stock Unit Award Agreement under the Viatris Inc.

14 unchanged sentences

with the SEC on March 3, 2023, 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.*

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

and Robert J.

Coury, filed by Viatris Inc.

as Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 2020, and incorporated herein by reference.*

Transition and Advisory Agreement and Release, dated May 19, 2023, by and between Viatris Inc.

and Robert J.

Coury, filed by Viatris Inc.

as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.*

Offer Letter with Scott A.

3 unchanged sentences

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

Offer Letter with Corinne Le Goff, dated February 16, 2024, filed by Viatris Inc.

as Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2025, 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.

9 unchanged sentences

Amended and Restated Form of Stock Option Agreement under the Mylan N.V.

2003 Long-Term Incentive Plan for Robert J.

Coury and Rajiv Malik, filed by Mylan Inc.

as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.*

Amended and Restated Form of Stock Option Agreement under the Mylan N.V.

2003 Long-Term Incentive Plan for awards granted following fiscal year 2012, filed by Mylan Inc.

15 unchanged sentences

as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.*

Retirement Benefit Agreement, dated August 31, 2009, by and between Mylan Inc.

and Rajiv Malik, filed by Mylan Inc.

as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2009, and incorporated herein by reference.*

Transition and Succession Agreement, dated January 31, 2007, between Mylan Inc.

and Rajiv Malik, filed by Mylan Inc.

as Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference.*

Amendment No.

1 to Transition and Succession Agreement, dated December 22, 2008, between Mylan Inc.

and Rajiv Malik, filed by Mylan Inc.

as Exhibit 10.28(b) to Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.*

Transition and Succession Agreement, dated February 25, 2008, by and between Mylan Inc.

and Anthony Mauro, filed by Mylan Inc.

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

Amendment No.

1 to Transition and Succession Agreement, dated December 15, 2008, by and between Mylan Inc.

and Anthony Mauro, filed by Mylan Inc.

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

Amendment No.

2 to Transition and Succession Agreement, dated October 15, 2009, by and between Mylan Inc.

and Anthony Mauro, filed by Mylan Inc.

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

12 unchanged sentences

as Exhibit 10.57 to Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.*

Third Amended and Restated Executive Employment Agreement, entered into on February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc.

and Rajiv Malik, filed by Mylan N.V.

as Exhibit 10.20(c) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*

Executive Employment Agreement, dated as of February 25, 2019, and effective as of April 1, 2019, by and between Mylan Inc.

and Anthony Mauro, filed by Mylan N.V.

as Exhibit 10.21(b) to Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.*

2007 Supplemental Health Insurance Plan for Certain Key Employees of Mylan Laboratories Inc., adopted as of January 29, 2007, filed by Mylan N.V.

44 unchanged sentences

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

Global Insider Trading Policy and Insider Trading Policy Additional Procedures.

Global Insider Trading Policy and Insider Trading Policy Additional Procedures, filed by Viatris Inc.

as Exhibit 19 to Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.

Subsidiaries of the registrant.

33 unchanged sentences

DON CORNWELL Director

/s/ FRANK D’AMELIO

Frank D’Amelio

/s/ JOELLEN LYONS DILLON Director

5 unchanged sentences

KILTS Director

/s/ HARRY KORMAN

/s/ RAJIV MALIK

/s/ RICHARD MARK

1 unchanged sentence

Vice Chair and Director

/s/ MICHAEL SEVERINO

Michael Severino

/s/ DAVID SIMMONS

David Simmons

/s/ ROGÉRIO VIVALDI COELHO

1 unchanged sentence

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