Viatris Inc

VTRS

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001140361-26-008116
Filing date: Mar 5, 2026
Earliest execution date: Mar 3, 2026
Reporting Owners: Smith Scott Andrew (CEO)

Summary

Type

Sell

Net shares

-606,798

% of shares

-11.91%

Amount (USD)

$9,028,053

Insider confidence score

36.3 out of 100

Positive

  • Tax withholding obligation

Negative

  • Large tax withholding sell (≥1% of shares)
  • Huge sell amount ($5M+)

Stock transactions

Transaction 1

Security

Common Stock

Action

Exercise

Date

2026-03-03

Code

M

Net shares

+135,828.0

Acquired/Disposed

Acquired

Shares Owned Before

314,807.0

Shares Owned After

450,635.0

Transaction 2

Security

Common Stock

Action

Tax_withhold

Date

2026-03-03

Code

F

Net shares

-53,449.0

Price per Share

$14.89

Amount (USD)

$795,855.61

Acquired/Disposed

Disposed

Shares Owned Before

450,635.0

Shares Owned After

397,186.0

Transaction 3

Security

Common Stock

Action

Exercise

Date

2026-03-03

Code

M

Net shares

+18,154.0

Acquired/Disposed

Acquired

Shares Owned Before

397,186.0

Shares Owned After

415,340.0

Transaction 4

Security

Common Stock

Action

Tax_withhold

Date

2026-03-03

Code

F

Net shares

-7,144.0

Price per Share

$14.89

Amount (USD)

$106,374.16

Acquired/Disposed

Disposed

Shares Owned Before

415,340.0

Shares Owned After

408,196.0

Transaction 5

Security

Common Stock

Action

Exercise

Date

2026-03-03

Code

M

Net shares

+1,286,849.0

Acquired/Disposed

Acquired

Shares Owned Before

408,196.0

Shares Owned After

1,695,045.0

Transaction 6

Security

Common Stock

Action

Tax_withhold

Date

2026-03-03

Code

F

Net shares

-506,376.0

Price per Share

$14.89

Amount (USD)

$7,539,938.64

Acquired/Disposed

Disposed

Shares Owned Before

1,695,045.0

Shares Owned After

1,188,669.0

Transaction 7

Security

Common Stock

Action

Exercise

Date

2026-03-04

Code

M

Net shares

+92,503.0

Acquired/Disposed

Acquired

Shares Owned Before

1,188,669.0

Shares Owned After

1,281,172.0

Transaction 8

Security

Common Stock

Action

Tax_withhold

Date

2026-03-04

Code

F

Net shares

-36,400.0

Price per Share

$14.71

Amount (USD)

$535,444.00

Acquired/Disposed

Disposed

Shares Owned Before

1,281,172.0

Shares Owned After

1,244,772.0

Transaction 9

Security

Common Stock

Action

Exercise

Date

2026-03-04

Code

M

Net shares

+8,714.0

Acquired/Disposed

Acquired

Shares Owned Before

1,244,772.0

Shares Owned After

1,253,486.0

Transaction 10

Security

Common Stock

Action

Tax_withhold

Date

2026-03-04

Code

F

Net shares

-3,429.0

Price per Share

$14.71

Amount (USD)

$50,440.59

Acquired/Disposed

Disposed

Shares Owned Before

1,253,486.0

Shares Owned After

1,250,057.0

Derivative Transactions

Transaction 1

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-03

Code

M

Net shares

-135,828.0

Acquired/Disposed

Disposed

Shares Owned Before

135,828.0

Shares Owned After

0.0

Transaction 2

Security

Dividend Equivalent Units

Action

Exercise

Date

2026-03-03

Code

M

Net shares

-18,153.1987

Acquired/Disposed

Disposed

Shares Owned Before

18,153.1987

Shares Owned After

0.0

Transaction 3

Security

Performance Restricted Stock Units(11)

Action

Grant

Date

2026-03-03

Code

A

Net shares

+1,286,849.0

Acquired/Disposed

Acquired

Shares Owned Before

0.0

Shares Owned After

1,286,849.0

Transaction 4

Security

Performance Restricted Stock Units

Action

Exercise

Date

2026-03-03

Code

M

Net shares

-1,286,849.0

Acquired/Disposed

Disposed

Shares Owned Before

1,286,849.0

Shares Owned After

0.0

Transaction 5

Security

Restricted Stock Units

Action

Exercise

Date

2026-03-04

Code

M

Net shares

-92,503.0

Acquired/Disposed

Disposed

Shares Owned Before

185,006.0

Shares Owned After

92,503.0

Transaction 6

Security

Dividend Equivalent Units

Action

Exercise

Date

2026-03-04

Code

M

Net shares

-8,713.6496

Acquired/Disposed

Disposed

Shares Owned Before

17,427.6496

Shares Owned After

8,714.0

Filing's footnotes

1. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on April 1, 2023.

2. Fractional shares have been rounded up in connection with the settlement described in footnote 10 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

3. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the dividend equivalent units (DEUs) that accrued with respect to the RSUs previously granted on April 1, 2023.

4. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of the performance restricted stock units (PRSUs) granted on April 1, 2023.

5. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the RSUs granted on March 4, 2024.

6. Fractional shares have been rounded up in connection with the settlement described in footnote 14 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

7. Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the DEUs that accrued with respect to the RSUs previously granted on March 4, 2024.

8. Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 135,829 of the RSUs granted on April 1, 2023 vested on March 3, 2024, 135,828 vested on March 3, 2025, and 135,828 vested on March 3, 2026.

9. Amount represents DEUs that accrued with respect to such RSUs in transactions exempt from Section 16 under Rule 16a-11.

10. Represents DEUs that accrued with respect to the RSUs previously granted on April 1, 2023 and vest on the same schedule as the underlying RSUs.

11. Amount includes DEUs that accrued with respect to the PRSUs previously granted on April 1, 2023 and vest on the same schedule as the underlying PRSUs. Fractional shares with respect to such DEUs were rounded up pursuant to the terms of the PRSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.

12. Each PRSU represents the right to receive one share of common stock of Viatris. The PRSUs were initially granted on April 1, 2023, subject to the attainment of previously established three-year performance goals and a vesting period. The PRSUs vested on March 3, 2026.

13. Each RSU represents the right to receive one share of common stock of Viatris. 92,503 of the RSUs granted on March 4, 2024 vested on each of March 4, 2025 and March 4, 2026 and 92,503 will vest on March 4, 2027.

14. Represents DEUs that accrued with respect to the RSUs previously granted on March 4, 2024 and vest on the same schedule as the underlying RSUs.

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.