VTRS 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

Viatris 8-K Report, Financial Results (Aug 6, 2026)

Viatris Inc. (Nasdaq: VTRS) reported second-quarter 2026 results on August 6, 2026. Total revenues were $3.8 billion ($3,756.8 million), up 5% on a reported basis and up 3.5% on an operational basis versus second-quarter 2025. The company reported a U.S. GAAP net loss of $119 million (-$0.10 per diluted share), driven primarily by a non-cash charge of $177.8 million tied to the planned sale of Tyrvaya product rights. Adjusted EBITDA was $1.2 billion ($1,188.3 million), up 10% reported and 8% operational, and adjusted EPS was $0.69, up 11% reported and 9% operational. U.S. GAAP net cash provided by operating activities was $381.8 million and free cash flow excluding transaction and restructuring costs was $449 million. Viatris raised the midpoints of all its 2026 guidance ranges. Total revenues guidance is now $14,550-$14,950 million (midpoint $14,750 million), adjusted EBITDA $4,300-$4,500 million (midpoint $4,400 million), adjusted EPS $2.45-$2.59 (midpoint $2.52), and free cash flow excluding transaction and restructuring costs $2,050-$2,350 million (midpoint $2,200 million). The filing also notes that FDA Form 483 observations at the Nashik, India oral solid dose facility and a February fire are expected to affect product supply in the second half of 2026, with a revenue impact of $100 million to $150 million. On capital allocation, the company returned approximately $550 million to shareholders through August 5, 2026, including about $270 million of share repurchases at a weighted average price of $16.42 per share, and has approximately $730 million remaining under its repurchase authorization. Gross leverage ended the quarter at 2.9x after repaying roughly $900 million of debt maturing in June 2026. The filing also reports the signed sale of Tyrvaya global rights to Harrow for a $30 million upfront payment plus $70 million in contingent milestones, and the completed sale of the Biocon Limited equity stake for about $380 million pre-tax.

Aug 6, 2026 8-K

Viatris 8-K Report, Material Agreement (Jul 1, 2026)

On July 1, 2026, Viatris Inc. entered into an amended and restated term loan credit agreement with Mizuho Bank, Ltd. as administrative agent, providing a ¥40.0 billion senior unsecured term loan facility. Proceeds will fund general corporate purposes, including repayment of obligations under Viatris' prior ¥40.0 billion unsecured term loan facility dated July 1, 2021, with the same administrative agent. The facility bears interest initially at the TIBO Rate plus 1.10% per annum, with the margin able to fluctuate based on Viatris' long-term unsecured senior, non-credit enhanced debt ratings from S&P Global Ratings, Moody's Investors Service and Fitch Ratings. Amounts borrowed are due three years from the Closing Date and may be voluntarily prepaid without premium, other than customary breakage costs. The agreement includes customary affirmative and negative covenants and a financial covenant requiring a leverage ratio no greater than 3.75 to 1.00 at each fiscal quarter end after the Closing Date. As of the Closing Date, Mylan Inc., Utah Acquisition Sub Inc. and Mylan II B.V. guarantee the facility. Other subsidiaries that guarantee or co-obligate third-party indebtedness above $500,000,000 will also be required to guarantee, subject to exceptions for designated receivables entities and Upjohn Finance B.V. (Finco) under specified conditions. The filing also notes that the agreement is filed as Exhibit 10.1, with certain annexes, schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.

Jul 1, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Viatris 8-K Report, Material Agreement (Jun 18, 2026)

On June 17, 2026, Viatris Inc. completed a public offering of €650,000,000 aggregate principal amount of 4.250% Senior Notes due 2033. The Notes are senior unsecured obligations of Viatris, guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc. The offering was registered on Form S-3 (File No. 333-287087), and the Notes accrue interest from June 17, 2026, payable annually beginning June 17, 2027, maturing June 17, 2033. The company intends to use the net proceeds first to fund any amounts borrowed under its senior unsecured revolving credit facility in June 2026 in connection with the repayment at maturity of the entire $1.675 billion outstanding principal of the 3.950% Senior Notes due 2026 issued by Utah Acquisition Sub Inc. Any remainder is to replenish cash used for that repayment, for general corporate purposes. The Indenture, dated June 17, 2026, among Viatris, the Guarantors and The Bank of New York Mellon, as trustee, includes covenants restricting sale-and-leaseback transactions, certain liens, certain subsidiary guarantees without parallel guarantees of the Notes, and consolidations, mergers or sales of substantially all assets. It also provides customary events of default. Before April 17, 2033, the Notes may be redeemed at the greater of par or a make-whole-style present value plus 25 basis points, and at par thereafter. A change of control triggers an offer to purchase at 101% of principal plus accrued interest.

Jun 18, 2026 8-K

Other EventsExhibits & Filings

Viatris 8-K Report, Corporate Update (Jun 15, 2026)

Viatris Inc. (VTRS) disclosed in a Form 8-K filed June 15, 2026 that on June 12, 2026 it entered into an underwriting agreement with several underwriters, for whom BNP PARIBAS, Citigroup Global Markets Limited and Goldman Sachs & Co. LLC act as representatives, to issue and sell €650,000,000 principal amount of 4.250% Senior Notes due 2033. The notes are being offered under a Registration Statement on Form S-3 (File No. 333-287087), which became effective upon filing, and a Prospectus Supplement dated June 12, 2026, to a Prospectus dated May 8, 2025. The offering is expected to close on June 17, 2026, subject to customary closing conditions. The underwriting agreement includes customary representations, warranties, agreements, closing conditions and termination provisions. The filing does not state the use of proceeds. The filing is a debt issuance disclosure under Item 8.01 (Other Events) and contains no earnings, operating or guidance information. Its forward-looking statements relate to the expected closing and timing of the offering.

Jun 15, 2026 8-K

Shareholder Matters

Viatris 8-K Report, Shareholder Vote Results (May 15, 2026)

Viatris Inc. held its 2026 annual meeting of shareholders on May 15, 2026. Shareholders elected all thirteen director nominees, each to serve until the 2027 annual meeting. Shareholders also approved, on a non-binding advisory basis, the 2025 compensation of the named executive officers, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes counted toward quorum but were not treated as votes cast. The director elections drew varying levels of opposition. W. Don Cornwell received 849,532,867 votes for and 24,182,514 against, while JoEllen Lyons Dillon received 798,545,833 for and 59,938,622 against, and Mark Parrish received 810,773,873 for and 63,952,809 against. Michael Severino, by contrast, received 871,428,340 for and 3,309,576 against. The say-on-pay proposal received 846,370,157 votes for and 26,920,688 against, with 2,266,069 abstentions and 122,461,640 broker non-votes. The Deloitte ratification was the most widely supported item, with 969,259,214 votes for, 27,657,863 against, and 1,101,477 abstentions. The filing reports only these certified voting results and does not describe any other corporate action.

May 15, 2026 8-K

Viatris 8-K Report, Financial Results (May 7, 2026)

Viatris Inc. reported first-quarter 2026 results on May 7, 2026, per Exhibit 99.1 of this Form 8-K. Total revenues were $3.5 billion ($3,517.0 million), up 8% on a reported basis and up 3% on an operational basis versus the first quarter of 2025, primarily driven by strong growth in Greater China (up 22% reported, 18% operational). U.S. GAAP net earnings were $176.4 million, or $0.15 per diluted share, compared with a net loss of $3,042.0 million in the prior-year quarter, which included a $2.9 billion goodwill impairment charge. Adjusted EBITDA was $1,049.5 million, up 14% reported and 10% operational, and adjusted EPS was $0.59, up 18% reported and 14% operational. Cash generation was softer in the quarter. U.S. GAAP net cash provided by operating activities was $388.3 million, down 27%, and free cash flow was $348.4 million, down 29%. Excluding $111 million of transaction-related and restructuring-related costs, free cash flow was $459 million. Brands net sales rose 10% reported, and Generics rose 5% reported. New product revenues were approximately $71 million in the quarter. Viatris reaffirmed its 2026 guidance: total revenues of $14,450 to $14,950 million, Adjusted EBITDA of $4,150 to $4,450 million, adjusted EPS of $2.33 to $2.47, and free cash flow excluding transaction and restructuring costs of $1,950 to $2,350 million. It also continues to expect more than $2.5 billion of cash available for deployment in 2026 and $450 to $550 million in new product revenues.

May 7, 2026 8-K

Earnings & ResultsFinancial EventsOther Events+1

Viatris 8-K Report, Executive Changes (May 4, 2026)

Viatris Inc. (Nasdaq: VTRS) announced in an 8-K filed May 4, 2026 that Chief Financial Officer Theodora "Doretta" Mistras is voluntarily stepping down to pursue another professional opportunity. Her departure is effective May 8, 2026, though she will remain employed by the Company until May 22, 2026 for transition purposes. The filing states her resignation was not related to any disagreement with the Company on accounting practices, financial statements, internal controls, or operations. The Board appointed Paul Campbell, the Company's current Chief Accounting Officer and Corporate Controller, as interim Chief Financial Officer effective May 8, 2026, until a permanent CFO is appointed. Mr. Campbell, age 59, has held the Chief Accounting Officer and Corporate Controller role since the November 16, 2020 closing of the combination of Mylan N.V. with Pfizer's Upjohn business. Ms. Mistras will not receive severance or equity vesting, but is eligible for a pro rata 2026 bonus based on actual Company performance, not to exceed target, subject to a release of claims and customary restrictive covenants. The press release (Exhibit 99.1) states that Viatris will release first-quarter 2026 financial results on May 7, 2026, with a conference call at 8:30 a.m. ET, one day before the interim CFO takes effect. CEO Scott A. Smith said Mr. Campbell is the right transitional leader to maintain continuity and operational discipline while the Company searches for a permanent successor.

May 4, 2026 8-K

Viatris 8-K Report, Financial Results (Feb 26, 2026)

Viatris Inc. reported fourth-quarter and full-year 2025 results on February 26, 2026, and announced 2026 guidance. For the full year 2025, total revenues were $14.3 billion, versus $14.7 billion in 2024, and U.S. GAAP net loss was $(3.51) billion, or $(3.00) per share, which includes a $2.9 billion goodwill impairment charge. Adjusted EBITDA was $4.16 billion and adjusted EPS was $2.35, compared with $4.67 billion and $2.65 in 2024. U.S. GAAP net cash provided by operating activities was $2.3 billion for 2025, and free cash flow excluding transaction-related costs was $2.2 billion. The company also completed its enterprise-wide strategic review (EWSR) and committed to restructuring activities expected to reduce its global workforce by up to approximately 10%, with activities completed primarily over the next three years. Viatris expects total pre-tax restructuring charges of $700 million to $850 million, of which $650 million to $750 million are estimated cash costs, and potential savings of $600 million to $700 million once fully implemented, mostly improving operating cash flow. The press release describes total cost savings of $650 million with reinvestment of up to $250 million over the next three years. For 2026, guidance calls for total revenues of $14.45 billion to $14.95 billion, adjusted EBITDA of $4.15 billion to $4.45 billion, adjusted EPS of $2.33 to $2.47, and free cash flow excluding transaction-related and restructuring-related costs of $1.95 billion to $2.35 billion. Management noted a mid-February 2026 fire at the Nashik, India oral solid dose facility, with operations expected to resume in April 2026 and already considered in guidance. An Investor Event is scheduled for March 19, 2026.

Feb 26, 2026 8-K

Viatris 8-K Report, Executive Changes (Feb 3, 2026)

Viatris Inc. (VTRS) filed this Current Report on Form 8-K under Item 5.02 to disclose a leadership change in its legal function. The company announced on February 3, 2026 that Brian Roman, Chief Legal Officer, will transition out of that role effective February 9, 2026, and will remain an employee until April 1, 2026 for transitional purposes. In connection with his departure, Mr. Roman is eligible to receive separation payments equal to the sum of his base salary plus target bonus, plus a pro rata bonus for 2026, consistent with severance benefits paid to similarly situated executives. He would also execute a customary release of claims. The filing does not state any dollar amounts for these payments. The company also announced that Matthew Maletta will join Viatris as Chief Legal Officer on February 9, 2026. The filing describes Mr. Maletta as a seasoned pharmaceutical industry legal professional who served from 2015 to 2025 as Executive Vice President, Chief Legal Officer and Secretary of Endo, Inc.

Feb 3, 2026 8-K

Viatris 8-K Report, Regulation FD Disclosure (Dec 8, 2025)

Viatris Inc. (Nasdaq: VTRS) has entered into definitive agreements with Biocon Limited to sell its equity stake in Biocon Biologics Limited, as announced in a December 6, 2025 press release (Exhibit 99.1) furnished under Item 7.01 of this Form 8-K. Under the agreements, Biocon will acquire all of Viatris' convertible preferred equity 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 Limited. The equity shares will be listed and traded on the National Stock Exchange of India and are subject to a six-month lock-up period. Transaction value will be subject to related taxes. The transaction is expected to close in Q1 2026, subject to satisfaction of closing conditions. Viatris' CEO Scott A. Smith characterized the deal as another important step in the company's evolution, noting that monetizing the stake and regaining access to the global biosimilars market provides significant additional optionality for building a portfolio of generics, established brands and innovative brands. The agreements also accelerate the expiration of biosimilars non-compete restrictions that were placed on Viatris in 2022 in connection with its sale of its biosimilars portfolio to Biocon Biologics. The restrictions will expire immediately at closing for all ex-U.S. markets and in November 2026 for U.S. markets.

Dec 8, 2025 8-K

Shareholder Matters

Viatris 8-K Report, Shareholder Vote Results (Dec 5, 2025)

Viatris Inc. held its 2025 annual meeting of shareholders on December 5, 2025, to elect directors, hold a non-binding advisory vote on 2024 named executive officer compensation, and ratify Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The filing states that each of the director nominees was elected to serve until the 2026 annual meeting of shareholders. The filing's introductory paragraph refers to thirteen nominees, while the Proposal No. 1 heading refers to twelve; the vote tables list thirteen names. Shareholders approved the 2024 executive compensation proposal, with 831,333,073 votes for, 38,599,819 against, and 2,673,714 abstentions. The auditor ratification also passed, with 963,677,498 votes for, 24,965,937 against, and 1,343,223 abstentions. The 117,380,052 broker non-votes recorded on the director and compensation proposals were counted toward quorum but not as votes cast. Vote totals for individual directors varied. Joellen Lyons Dillon (779,329,498 for, 72,187,243 against) and Mark Parrish (804,713,488 for, 66,699,639 against) received the highest level of votes against among the nominees, while the other nominees generally received several million or fewer votes against.

Dec 5, 2025 8-K/A

Viatris 8-K/A Report, Executive Changes (Dec 5, 2025)

Viatris Inc. (VTRS) filed Amendment No. 1 to its Form 8-K, originally filed August 4, 2025, which reported the appointment of David Simmons to the Board of Directors. This amendment, filed under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), discloses the committee assignments that the Initial 8-K had left undetermined. On December 4, 2025, the Board appointed Mr. Simmons to serve on the Compensation Committee and the Science and Technology Committee. Both appointments take effect immediately after the 2025 annual meeting of shareholders. The filing is governance-related and does not report financial results, financial figures, or other operational developments. For investors, its significance lies in clarifying board committee composition, particularly Mr. Simmons's role on the Compensation Committee, which oversees executive pay.

Dec 5, 2025 8-K

Shareholder MattersCorporate ChangesOther Events+1

Viatris 8-K Report, Financial Results (Nov 6, 2025)

Viatris Inc. reported third quarter 2025 results on November 6, 2025, with total revenues of $3.76 billion, flat on a reported basis and down 1% on a divestiture-adjusted operational basis, which the company attributes primarily to the negative Indore Impact (approximately $100 million in the quarter). Adjusted EBITDA was $1.15 billion, down 10% reported, and adjusted EPS was $0.67, down 11% reported. The company posted a U.S. GAAP net loss of $128.2 million, or $(0.11) per share, driven mainly by a reduction in the fair value of its investment in Biocon Biologics compulsory convertible preferred shares and higher income tax expense. Year-to-date, U.S. GAAP net loss was $3.17 billion, including a $2.9 billion goodwill impairment charge recorded in the first half of 2025. Viatris raised and narrowed certain 2025 guidance ranges. Total revenues guidance moved to $13.9 billion to $14.3 billion from $13.5 billion to $14.0 billion, adjusted EBITDA to $4.0 billion to $4.2 billion, and adjusted EPS to $2.25 to $2.35, while free cash flow guidance was lowered to $1.85 billion to $2.15 billion from $1.8 billion to $2.2 billion. The company cited foreign exchange and share repurchases as the primary drivers of the changes. Year-to-date capital returned to shareholders exceeded $920 million, including $500 million in share repurchases, and the company remains on track to return more than $1 billion in 2025. The company also highlighted pipeline and business development progress: it submitted a New Drug Application for a low-dose estrogen weekly patch to the FDA and anticipates approval by mid-2026, completed the acquisition of Aculys Pharma, Inc. (including Japanese rights to pitolisant), and plans to file two JNDAs for pitolisant in Japan in the fourth quarter of 2025. Management also said its enterprise-wide strategic review, launched in February, has identified potential operating efficiencies, and it plans an Investor Event in the first quarter of 2026 to provide a strategic and financial outlook.

Nov 6, 2025 8-K

Viatris 8-K Report, Bylaw Amendment (Oct 24, 2025)

Viatris Inc. filed this Current Report on Form 8-K on October 24, 2025 to report governance and annual meeting changes. The Board approved and made effective Amended and Restated Bylaws that day, with an amendment to Section 2.16(b) specifying timely notice of proxy access nominations when the annual meeting date falls more than 30 days before or more than 60 days after the first anniversary of the prior year's meeting. The filing is attached as Exhibit 3.1. The company stated that, after discussions with investors and to move to a more standard annual meeting cadence and drive further efficiency, it will hold its 2026 Annual Meeting of shareholders on May 15, 2026. Time and location will be set out in the 2026 proxy statement. The filing sets out shareholder deadlines: Rule 14a-8 proposals by November 24, 2025; proxy access nominations between December 16, 2025 and January 15, 2026; general advance notice between January 15, 2026 and February 14, 2026; and Rule 14a-19 universal proxy notice by March 16, 2026. The filing contains no financial results or financial statements. Its significance for investors lies in shareholder rights and governance procedures, including the proxy access terms of a 3% ownership threshold held for three years, nominations of up to the greater of two nominees or 20% of the Board, and a group limit of 20 shareholders.

Oct 24, 2025 8-K

Viatris 8-K Report, Financial Results (Aug 7, 2025)

Viatris Inc. (Nasdaq: VTRS) reported second quarter 2025 results on August 7, 2025, with total revenues of $3.6 billion, down 6% on a reported basis and down 2% on a divestiture-adjusted operational basis versus Q2 2024. The filing attributes the decline primarily to the negative Indore Impact, estimated at approximately $160 million on Q2 2025 total revenues. Excluding the Indore Impact, divestiture-adjusted operational total revenues increased 3%. Brands net sales grew 3% on a divestiture-adjusted operational basis, while Generics declined 10% reported. Q2 U.S. GAAP net loss narrowed to $(4.6) million from $(326.4) million a year earlier, and U.S. GAAP diluted EPS was $0.00 versus $(0.27). Adjusted EBITDA was $1.1 billion, down 11% reported, and adjusted EPS was $0.62, down 10% reported. For the six months ended June 30, 2025, the company recorded a U.S. GAAP net loss of $(3,046.6) million, which includes a $2.9 billion goodwill impairment charge tied to an interim test as of March 31, 2025. Year-to-date free cash flow was $659.7 million, and the company returned more than $630 million to shareholders, including $350 million in share repurchases. The company reaffirmed its 2025 guidance across all metrics, including total revenues of $13.5 billion to $14.0 billion, adjusted EBITDA of $3.89 billion to $4.19 billion, adjusted EPS of $2.16 to $2.30, and free cash flow of $1.8 billion to $2.2 billion, and stated it expects to be in the top half of the range for total revenues and adjusted EPS. It also continues to expect $500 million to $650 million in total share repurchases for 2025. Pipeline news in the period included positive top-line results from two Phase 3 trials of phentolamine ophthalmic solution (MR-142 in LYNX-2 and MR-141 in VEGA-3), while the Phase 3 trial of pimecrolimus ophthalmic ointment (MR-139) in blepharitis missed its primary endpoint. The company also noted it is progressing an enterprise-wide strategic review.

Aug 7, 2025 8-K

Viatris 8-K Report, Executive Changes (Aug 5, 2025)

Viatris Inc. filed a Form 8-K reporting that on August 4, 2025, its Board of Directors increased the number of directors from 14 to 15 and appointed David Simmons as an independent director, effective immediately, with a term expiring at the Company's 2025 annual meeting of shareholders. The Board anticipates naming Mr. Simmons to one or more committees but has not yet determined which committees; the Company says it will file an amendment to this Form 8-K once those are determined. Mr. Simmons will receive compensation consistent with the Company's other non-employee directors, and the Company has entered into an indemnification agreement with him. The filing states there are no arrangements or understandings between Mr. Simmons and any other persons regarding his selection, and he has no material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K. The accompanying press release (Exhibit 99.1), dated August 5, 2025, describes Mr. Simmons as CEO of Caliber Holdings Corporation and a former Operating Partner of Hellman & Friedman, LLC, Chairman and CEO of PPD, Inc., and a 15-plus-year veteran of Pfizer Inc., where he led the Established Products Unit. Viatris Chair Melina Higgins and CEO Scott A. Smith both commented on his appointment, with Higgins citing his pharmaceutical industry, drug development and capital markets knowledge and his familiarity with the Company's established products portfolio. The filing is a board-composition change and does not report financial results or guidance.

Aug 5, 2025 8-K

Viatris 8-K Report, Financial Results (May 8, 2025)

Viatris Inc. reported first quarter 2025 results on May 8, 2025, with total revenues of $3.3 billion ($3,254.3 million), down 11% on a reported basis and down 2% on a divestiture-adjusted operational basis versus the first quarter of 2024. The filing attributes the decline primarily to the negative Indore Impact, which it estimates at approximately $140 million of first quarter 2025 total revenues. Excluding the Indore Impact, total revenues would have increased 2% on a divestiture-adjusted operational basis. Adjusted EBITDA was $923.5 million, down 23% on a reported basis, and adjusted EPS was $0.50, down 25% reported. U.S. GAAP net loss was $(3,042.0) million, or $(2.55) per diluted share, driven by a non-cash goodwill impairment charge of $2.9 billion ($2,936.8 million) recorded as of March 31, 2025. The company cites a sharp, sustained decline in its share price and increased geopolitical and economic uncertainty as triggers for the interim test. Viatris reaffirmed its 2025 outlook, with total revenues of $13.5 billion to $14.0 billion, adjusted EBITDA of $3.89 billion to $4.19 billion, adjusted EPS of $2.16 to $2.30 (after adjusting for acquired IPR&D and share repurchases), and free cash flow of $1.8 billion to $2.2 billion. Guidance does not include potential adverse effects from future tariffs and trade restrictions, which the filing describes as potentially material. The company expects U.S. GAAP net cash provided by operating activities of $2.2 billion to $2.5 billion for 2025. It returned more than $450 million to shareholders year to date, including over $300 million in share repurchases and about $143 million in dividends, and expects $500 million to $650 million in total share repurchases for 2025. On the pipeline, the company reported positive Phase 3 results for a fast-acting meloxicam formulation (MR-107A-02), with an NDA targeted by the end of 2025, and positive Phase 3 results for XULANE LO, with an NDA planned for the second half of 2025. It also reported positive Phase 3 data for EFFEXOR in Japan and filed for approval of EFFEXOR SR Capsules there. The filing also states the company generated approximately $67 million in new product revenues in the quarter and expects $450 million to $550 million in 2025.

May 8, 2025 8-K

Viatris 8-K Report, Executive Changes (May 5, 2025)

Viatris Inc. (Nasdaq: VTRS) filed this Current Report on Form 8-K dated May 5, 2025 to disclose Board changes. The Board increased its size from 12 to 14 directors and appointed Frank D'Amelio and Michael Severino as independent directors, effective immediately, with terms expiring at the 2025 annual meeting of shareholders. Mr. D'Amelio joined the Finance Committee and Dr. Severino joined the Science and Technology Committee. Both will receive non-employee director compensation consistent with the company's other directors, and both have entered into indemnification agreements with the company. In the same filing, directors Rajiv Malik and Harry Korman notified the company that they will not stand for re-election at the 2025 Annual Meeting and will retire from the Board at the end of their current terms. The filing states that neither retirement resulted from any disagreement with the company on its operations, policies, or practices. The company issued a press release on the same day, attached as Exhibit 99.1, describing the appointments and retirements; the Board chair and CEO commented on the transition in that release. The filing is focused on governance and board refreshment rather than financial results. It contains no financial figures, and the press release frames the changes as part of the company's ongoing Board refreshment efforts.

May 5, 2025 8-K

Leadership ChangesShareholder Matters

Viatris 8-K Report, Financial Results (Feb 27, 2025)

Viatris Inc. (Nasdaq: VTRS) reported fourth-quarter and full-year 2024 results on February 27, 2025, and issued 2025 guidance. For 2024, total revenues were $14.7 billion, with a U.S. GAAP net loss of $(634.2) million and a diluted loss of $(0.53) per share. Adjusted EBITDA was $4.7 billion and adjusted EPS was $2.65. U.S. GAAP net cash provided by operating activities was $2.3 billion, and free cash flow was $1,976.9 million, including transaction-related costs. Management said 2024 results met guidance for total revenues, adjusted EBITDA and adjusted EPS, and that free cash flow exceeded guidance. Divestiture-adjusted operational revenue growth was 2% for the full year, and new product revenues were $582 million. For 2025, Viatris guided to total revenues of $13,500 to $14,000 million, adjusted EBITDA of $3,900 to $4,200 million, adjusted EPS of $2.12 to $2.26, and free cash flow of $1,800 to $2,200 million. The guidance includes an expected negative impact from the Indore facility of approximately $500 million on total revenues and approximately $385 million on adjusted EBITDA. The Indore facility received an FDA warning letter and import alert in December 2024, and the company expects to request a reinspection once remediation is completed in a few months. The company also plans to prioritize capital return, including $500 million to $650 million in share repurchases in 2025, and to begin an enterprise-wide review of its global infrastructure to identify additional cost savings. The company repaid $3.7 billion of debt in 2024 and ended the year at a 2.9x gross leverage ratio, which it described as achieving its long-term gross leverage target. It also expects six Phase 3 data readouts in 2025 for selatogrel, cenerimod and sotagliflozin. In February 2025, Viatris updated its collaboration agreements with Idorsia, including a reduction of certain contingent milestone payments by $250 million and additional territory rights for cenerimod.

Feb 27, 2025 8-K

Viatris 8-K Report, Executive Changes (Dec 6, 2024)

At its 2024 annual meeting on December 6, 2024, Viatris Inc. shareholders elected all twelve director nominees to serve until the 2025 annual meeting, ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024, and approved an amendment to the 2020 Stock Incentive Plan. The most notable result is that the non-binding advisory vote on 2023 compensation for the named executive officers was not approved. The filing reports 445,035,979 votes for, 458,870,163 against, and 5,352,861 abstentions, with 114,954,306 broker non-votes. It states that the proposal received 49.23% of votes in favor, missing approval by less than 0.80%. The approved 2020 Stock Incentive Plan Amendment increases the maximum aggregate number of shares of common stock reserved for awards by 49,000,000, subject to adjustment under the plan. It also eliminates an exception to the 12-month minimum vesting requirement for awards granted on an ad hoc basis to achieve a specified business objective. The full amendment is attached as Appendix C to the company's October 25, 2024 proxy statement.

Dec 6, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Viatris 8-K Report, Financial Results (Nov 7, 2024)

Viatris Inc. (Nasdaq: VTRS) reported third-quarter 2024 results for the period ended September 30, 2024, per Exhibit 99.1 to this Form 8-K. Total revenues were $3.8 billion ($3,751.2 million), with net sales of $3,738.0 million, and the company described divestiture-adjusted operational net sales growth of 3% for the quarter. U.S. GAAP net earnings were $94.8 million, or $0.08 per diluted share, compared with $331.6 million and $0.27 per share in the prior-year quarter. Adjusted EBITDA was $1,284.6 million and adjusted EPS was $0.75, which management said grew about 4% and about 6%, respectively, on a divestiture-adjusted operational basis. Management highlighted new product revenues of $133 million in the quarter, the repayment of approximately $1.9 billion of debt including a make-whole call on 2025 Euro Senior Notes, and an exclusive licensing agreement with Lexicon Pharmaceuticals for sotagliflozin outside the U.S. and Europe. The company reaffirmed its 2024 full-year outlook, with U.S. GAAP total revenues estimated at $14.60 to $15.10 billion and adjusted EBITDA guidance of $4,575 to $4,845 million, and it stated it expects to reach a long-term gross leverage target of about 3.0x by year end. The company's gross debt to adjusted EBITDA ratio was 3.1x as of September 30, 2024. For investors, the filing shows a quarter with reported GAAP earnings sharply lower year over year, driven in part by a $107.4 million loss on divestitures and $207.5 million of restructuring, acquisition, divestiture-related and other special items in the adjusted EBITDA reconciliation, while adjusted metrics and free cash flow of $749.5 million were more stable. Under the item 8.01 disclosure, the conference call and webcast were scheduled for 8:30 a.m. ET on the filing date.

Nov 7, 2024 8-K

Viatris 8-K Report, Material Agreement (Sep 27, 2024)

On September 27, 2024, Viatris Inc. entered into a Second Amended and Restated Revolving Credit Agreement with certain affiliates and subsidiaries as guarantors, lenders and issuing banks, and Bank of America, N.A. as administrative agent. The agreement provides a revolving credit facility of up to $3.5 billion, available in U.S. dollars or alternative currencies including Euro, Sterling, Yen and other approved currencies, subject to customary closing conditions. It includes a $300 million letter of credit subfacility and a $175 million swingline sublimit. Proceeds will be used for general corporate purposes, including repaying obligations under Viatris' existing $4 billion revolving credit facility dated July 1, 2021. The facility bears interest at SOFR, Eurocurrency or SONIA rates plus 1.10% per annum, or a base rate plus 0.10%, with a facility fee currently accruing at 0.15% on the aggregate revolving commitments. Margins can fluctuate based on Viatris' long-term unsecured senior, non-credit-enhanced debt ratings from S&P Global Ratings, Moody's Investors Service and Fitch Ratings. The agreement contains customary affirmative and negative covenants and a financial covenant requiring a leverage ratio no greater than 3.75 to 1.00 at each fiscal quarter end after the Closing Date. The facility is scheduled to expire five years from the Closing Date, and borrowings are due on the same date and may be prepaid without penalty other than customary breakage costs. The filing also notes that Viatris is incorporating the agreement by reference under Item 2.03 as a direct financial obligation, and that the full agreement is filed as Exhibit 10.1, with certain annexes, schedules and exhibits omitted under Item 601(a)(5) of Regulation S-K.

Sep 27, 2024 8-K

Viatris 8-K Report, Regulation FD Disclosure (Sep 4, 2024)

On September 4, 2024, Viatris Inc. (NASDAQ: VTRS) announced it has commenced cash tender offers, made together with its subsidiaries Mylan Inc. and Utah Acquisition Sub Inc., to repurchase certain outstanding senior notes. The offers cover any and all of Viatris's 1.650% Senior Notes due 2025 ($750,000,000 principal outstanding), any and all of Mylan's 2.125% Senior Notes due 2025 (€500,000,000 principal outstanding), and up to $450,000,000 aggregate principal amount of Utah Acquisition's 3.950% Senior Notes due 2026 (of $2,250,000,000 outstanding). The tender offers are governed by an Offer to Purchase dated the same day, and the filing itself does not state the total consideration amounts. Key timing: the Any and All tender offers expire September 10, 2024, with expected settlement September 16, 2024. For the Maximum Tender Offer on the 3.950% notes, holders who tender by the Early Tender Date of September 17, 2024 are eligible for a $30 per $1,000 early tender payment, with settlement expected September 20, 2024. The Maximum Tender Offer expires October 2, 2024, with later-tendered notes settling around October 7, 2024. Purchases in the Maximum Tender Offer are subject to proration because of the $450,000,000 cap, which the offerors may increase, decrease or eliminate at their discretion. The company also states that if less than all of the Viatris and Mylan notes are tendered, it currently intends, but is not obligated, to satisfy and discharge the Viatris indenture and redeem any remaining Mylan notes. The release is furnished under Item 7.01 and is not deemed filed for Section 18 purposes.

Sep 4, 2024 8-K

Acquisitions & Dispositions

Viatris 8-K Report, Financial Results (Aug 8, 2024)

Viatris Inc. (NASDAQ: VTRS) reported second-quarter 2024 results for the period ended June 30, 2024, with total revenues of $3.8 billion ($3,796.6 million) and new product revenues of about $210 million. Net sales grew approximately 2% on a divestiture-adjusted operational basis, and the company stated this was its fifth consecutive quarter of divestiture-adjusted operational revenue growth. Growth was reported across all segments, including Greater China. On a U.S. GAAP basis, total revenues declined about 3% and the company posted a net loss of $326.4 million, or $(0.27) per diluted share, compared with net earnings of $264.0 million, or $0.22 per share, a year earlier. Adjusted EBITDA was $1,207.9 million, up approximately 2% on a divestiture-adjusted operational basis, and adjusted EPS was $0.69, up approximately 3% on the same basis. The U.S. GAAP loss included a $321.0 million goodwill impairment related to the JANZ reporting unit and $258.8 million of losses on divestitures. Free cash flow was $320.3 million, or $426 million excluding transaction costs primarily related to the divestitures, and the company paid down approximately $800 million of debt. Management stated that the substantial completion of its divestitures, including the OTC business sale to Cooper Consumer Health that closed in July, marks an inflection point. For 2024, the company raised its new product revenue outlook to $500 million to $600 million and updated its guidance as of August 8, 2024. Total revenues are now estimated at $14.60 billion to $15.10 billion, versus $14.98 billion to $15.48 billion previously. Adjusted EBITDA is now estimated at $4.600 billion to $4.870 billion, and adjusted EPS at $2.58 to $2.73, both lower than the May 9, 2024 ranges, reflecting the removal of the OTC business's expected performance for the rest of the year. The company expects to finish at the midpoint of the new ranges.

Aug 8, 2024 8-K

Viatris 8-K Report, Acquisition Completed (Jul 3, 2024)

On July 3, 2024, Viatris Inc. closed the previously announced transaction with Cooper Consumer Health SAS, under which Viatris divested substantially all of its over-the-counter products business and related assets and liabilities to Cooper Consumer Health and certain affiliates (the Buyer Parties). The consideration is up to €1,950.0 million in cash on a cash-free, debt-free basis, consisting of €1,850.0 million in cash at closing, subject to adjustments for net indebtedness and net working capital, plus up to €100.0 million in contingent additional cash payable if the buyer group's shareholders achieve a 2.5x cash-on-cash multiple on invested capital upon a change of control or an initial public offering of the parent company. At closing, the Buyer Parties also paid €25.0 million as a partial advance toward transition services fees and costs under a transition services agreement between Viatris and Cooper Consumer Health. The Buyer Parties retained €120.0 million of the closing cash consideration in anticipation of a future sale of certain portions of the Business operated in select geographies, with proceeds to be allocated under the Transaction Agreement if and when that sale is executed. The transaction was governed by the Transaction Agreement dated January 29, 2024, previously disclosed in an 8-K filed October 2, 2023 and amended January 30, 2024. The filing flags risks including failure to realize the total transaction value or proceeds (including from post-closing adjustments), failure to meet conditions for the contingent consideration, failure to complete the proposed divestiture of the select-geography portion, and goodwill or other impairment charges or losses related to the Transaction.

Jul 3, 2024 8-K

Viatris 8-K Report, Executive Changes (Jun 3, 2024)

Viatris Inc. (NASDAQ: VTRS) filed this Form 8-K on June 3, 2024 to report the appointment of Rogério Vivaldi Coelho, M.D., M.B.A., as a new independent member of its Board of Directors. The Board increased its size from 11 to 12 directors to accommodate the appointment. Dr. Vivaldi's term expires at the Company's 2024 annual meeting of shareholders, and he was also appointed to the recently reestablished Science and Technology Committee, with both appointments effective June 3, 2024. According to the filing, Dr. Vivaldi will receive compensation consistent with the Company's other non-employee directors, and the Company has entered into an indemnification agreement with him. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no direct or indirect material interest in any related-party transaction requiring disclosure under Item 404(a) of Regulation S-K. The Company also issued a press release, attached as Exhibit 99.1, announcing the appointment as part of its ongoing Board refreshment efforts. Chair Melina Higgins and CEO Scott A. Smith are quoted in the release, which describes Dr. Vivaldi's background as former President and CEO of Sigilon Therapeutics and his prior roles at Genzyme, Bioverativ, Spark Therapeutics and Minerva Neurosciences. The filing itself reports no financial results or operating metrics.

Jun 3, 2024 8-K

Viatris 8-K Report, Financial Results (May 9, 2024)

Viatris Inc. (NASDAQ: VTRS) reported first-quarter 2024 results for the period ended March 31, 2024, in a press release furnished as Exhibit 99.1 under Item 2.02. Total revenues were $3.66 billion, U.S. GAAP net earnings were $113.9 million (U.S. GAAP diluted EPS of $0.09), adjusted EBITDA was $1.19 billion, and adjusted EPS was $0.67. U.S. GAAP net cash provided by operating activities was $615 million and free cash flow was $565 million. Net sales declined 2% on a U.S. GAAP basis but rose 2% on a divestiture-adjusted operational basis, which the company described as the fourth consecutive quarter of operational revenue growth. Compared with the prior-year quarter, U.S. GAAP net earnings fell 49% and adjusted EPS fell 13%. The company closed the Idorsia transaction and its women's healthcare business divestiture, and said the API divestiture is expected to close imminently. It reaffirmed its 2024 new product revenue range of $450 million to $550 million. After adjusting for divestitures and acquired IPR&D, it reaffirmed other 2024 guidance, now showing total revenues of $14.98 billion to $15.48 billion, adjusted EBITDA of $4.71 billion to $5.01 billion, free cash flow of $2.26 billion to $2.66 billion, and adjusted EPS of $2.66 to $2.81. Estimated 2024 U.S. GAAP operating cash flow is now $2.71 billion to $3.01 billion. Capital returns totaled $393 million in the quarter through dividends and share repurchases. The board declared a quarterly dividend of $0.12 per share, payable June 14, 2024, to holders of record on May 24, 2024. Since the $2.0 billion repurchase program was authorized, the company has repurchased a total of $500 million in shares.

May 9, 2024 8-K

Material AgreementsExhibits & Filings

Viatris 8-K Report, Financial Results (Feb 28, 2024)

Viatris Inc. (NASDAQ: VTRS) reported fourth-quarter and full-year 2023 results on February 28, 2024, with the results detailed in an attached press release (Exhibit 99.1). For full-year 2023, the company reported total revenues of $15.43 billion, U.S. GAAP net earnings of $54.7 million, adjusted EBITDA of $5.12 billion, U.S. GAAP net cash provided by operating activities of $2.80 billion, and free cash flow of $2.42 billion. The company stated it met its 2023 guidance for total revenues, adjusted EBITDA and free cash flow. Fourth-quarter total net sales were $3.83 billion, up 1% on a divestiture-adjusted operational basis, and the company described this as its third consecutive quarter of operational revenue growth on that basis. The company provided 2024 guidance of total revenues of $15.25 billion to $15.75 billion, adjusted EBITDA of $4.8 billion to $5.1 billion, free cash flow of $2.3 billion to $2.7 billion, and adjusted EPS of $2.70 to $2.85. The guidance includes full-year expected performance for pending announced divestitures, which are estimated to contribute about $1.1 billion in 2024 total revenues and about $320 million in adjusted EBITDA. Viatris also announced a global research and development collaboration with Idorsia that adds two Phase 3 assets, selatogrel and cenerimod, and scheduled an R&D event for March 27, 2024. Capital return actions were also announced. The Board maintained a 2024 dividend policy of $0.48 per share, declared a first-quarter dividend of $0.12 per share payable March 18, 2024, and increased its share repurchase authorization by $1.0 billion to $2.0 billion total. The company had repurchased about $500 million of shares under the program through February 28, 2024, and reported debt paydown of approximately $1.25 billion for the year 2023.

Feb 28, 2024 8-K/A

Viatris 8-K/A Report, Material Agreement (Jan 30, 2024)

Viatris Inc. filed this Amendment No. 1 to its October 2, 2023 Form 8-K to report that it exercised its option on January 26, 2024, requiring Cooper Consumer Health SAS and certain affiliates (the Buyer Parties) to purchase and assume substantially all of Viatris' over-the-counter products business and related assets and liabilities. The option was exercised after completion of applicable employee consultation procedures in France, Italy and the Netherlands. On January 29, 2024, Viatris, Viatris Italia S.r.l., Ipex AB and the Buyer Parties entered into the Transaction Agreement, under which the terms described in the Initial 8-K apply. Consummation remains subject to closing conditions, including regulatory consents and approvals from the European Commission (under European antitrust laws and the EU Foreign Subsidiaries Regulation) and the French Ministry of Economy, consents or renewals under certain material supply, license and service contracts relating to the business (subject to limits on their aggregate economic impact), and other customary conditions. The parties have already received regulatory consents and approvals from the Presidency of the Italian Council of Ministries and the Commission for Protection of Competition of the Republic of Serbia. For investors, the filing confirms that the divestiture has moved from a binding offer to a signed agreement, but it does not state closing timing or the purchase price in this document. The filing also includes standard forward-looking statement cautions, noting risks that the transaction may not complete on expected timelines or at all, that expected proceeds may not be realized, and that impairment or other losses may arise from the sale.

Jan 30, 2024 8-K/A

Viatris 8-K/A Report, Executive Changes (Dec 15, 2023)

Viatris Inc. (VTRS) filed Amendment No. 1 to its Initial 8-K from May 22, 2023, which reported the appointment of Leo Groothuis to the Board of Directors. This amendment reports that on December 14, 2023, the Board appointed Mr. Groothuis to serve on the Compliance and Risk Oversight Committee, the Executive Committee and the Governance and Sustainability Committee, effective immediately after the 2023 annual meeting of shareholders. The filing also reports governance restructuring approved by the Board on December 14, 2023. The Compliance Committee and the Risk Oversight Committee were consolidated into a single Compliance and Risk Oversight Committee, and the Governance and Nominating Committee was renamed the Governance and Sustainability Committee. These changes take effect immediately after the 2023 annual meeting of shareholders. The filing is a governance update under Item 5.02 and does not report financial results, guidance, or financial figures.

Viatris 8-K Report, Executive Changes (Dec 15, 2023)

Viatris Inc. (NASDAQ: VTRS) disclosed on December 15, 2023 that Chief Financial Officer Sanjeev Narula will transition out of his role and cease to serve as CFO effective March 1, 2024. The Company determined this on December 14, 2023. Narula will receive severance equal to two times his base salary and target bonus, subject to a release of claims and other customary conditions, plus a pro rata portion of his 2022 and 2023 performance-based restricted stock units based on actual performance. Other unvested equity awards will be forfeited. The Company appointed Theodora (Doretta) Mistras as CFO effective March 1, 2024. She will join the Company on January 1, 2024 as CFO-elect. Mistras, age 41, was most recently Managing Director, Healthcare Investment Banking at Citigroup Global Markets, and previously held a similar role at Goldman Sachs. Her offer letter provides an annual base salary of $825,000, a target bonus of 100% of base salary, and eligibility for an annual long-term incentive award with an intended value of 400% of base salary. She also receives a $500,000 cash sign-on bonus, subject to net after-tax repayment if she leaves before January 1, 2025, and $500,000 in restricted stock units vesting ratably on January 1, 2025 and January 1, 2026. Severance on termination without cause is one-half of base salary plus target bonus if it occurs on or before January 1, 2025, and one times that sum thereafter. In a press release dated December 15, 2023 (Exhibit 99.1), the Company also announced that Philippe Martin was appointed Chief R&D Officer with immediate effect. The release frames the CFO change as part of preparations for Phase 2 of the Company's strategic plan, and states that Narula will support a smooth transition before departing.

Shareholder MattersCorporate ChangesExhibits & Filings

Viatris 8-K Report, Bylaw Amendment (Dec 15, 2023)

Viatris Inc. reported two items in this Form 8-K, both tied to its 2023 Annual Meeting of shareholders held on December 15, 2023. First, the Board approved Amended and Restated Bylaws on December 14, 2023, effective immediately after the annual meeting. The bylaws update shareholder director-nomination procedures for the universal proxy card rules, including Rule 14a-19 representations, a two-business-day notice requirement for changes in solicitation intent, a cap on nominees at the number of seats being filled, and a requirement that soliciting shareholders use a proxy card color other than white. They also clarify shareholder meeting procedures under recent Delaware General Corporation Law amendments. The full bylaws are filed as Exhibit 3.1. Second, shareholders elected all eleven director nominees to serve until the 2024 annual meeting. Shareholders also approved, on a non-binding advisory basis, the 2022 compensation of the named executive officers, ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2023, and approved two amendments to the Amended and Restated Certificate of Incorporation. One adds a federal forum selection provision, and the other reflects new Delaware law provisions on officer exculpation. Every proposal was approved, with the reported For votes shown in the filing. For investors, the filing mainly reflects governance updates. It sets new rules for how shareholders can nominate directors in contested elections and confirms shareholder support for the board slate, executive pay, the auditor, and the charter amendments.

Viatris 8-K Report, Regulation FD Disclosure (Dec 15, 2023)

Viatris Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish prepared remarks given by Robert J. Coury, Executive Chairman until the conclusion of the company's 2023 annual meeting of shareholders, held December 15, 2023. The remarks, attached as Exhibit 99.1, mark a leadership transition: Coury moves from the board to the role of Chairman Emeritus and Strategic Advisor, Melina Higgins was elected Board Chair, and Scott A. Smith is CEO. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. Coury describes Phase 1 (from the 2020 creation of Viatris through 2023) as having achieved a $1 billion synergy target by the end of 2023, returned approximately $1.8 billion to shareholders through dividends and buybacks, and paid down approximately $6.6 billion of debt, with a line of sight to a leverage target of 3x debt to adjusted EBITDA while maintaining an investment grade rating. Several divestitures were also announced to focus the portfolio. For Phase 2 (2024 and beyond), the company describes itself as a "Next-Gen Hybrid Global Pharmaceutical Company" and expects its platform to keep generating strong free cash flow. Its stated capital allocation priority is returning approximately 50% of free cash flow to shareholders, with the remainder directed to pipeline investment, licensing and partnership deals, and opportunistic business development and M&A. The remarks contain forward-looking statements and a non-GAAP long-term gross leverage target of 3.0x (range 2.8x to 3.2x), which the company states does not reflect guidance.

Viatris 8-K Report, Financial Results (Nov 7, 2023)

Viatris Inc. (NASDAQ: VTRS) reported third-quarter 2023 results in a press release furnished as Exhibit 99.1 to this Item 2.02 filing. Total revenues were $3.94 billion, U.S. GAAP net earnings were $332 million, adjusted EBITDA was $1.36 billion, U.S. GAAP net cash provided by operating activities was $834 million, and free cash flow was $738 million for the quarter. Total net sales declined 3% on a U.S. GAAP basis and increased 1% on a divestiture-adjusted operational basis, which the company described as its second consecutive quarter of year-over-year operational revenue growth on that basis. Adjusted EBITDA fell 9% on a reported basis for the quarter, while nine-month adjusted EBITDA was $4.01 billion. Management reaffirmed its full-year 2023 adjusted EBITDA and free cash flow guidance ranges, and revised the full-year total revenues guidance range solely to reflect the expected negative impact of foreign exchange. The filing states that the company is raising its adjusted gross margin key metric range to 58.5%-59.0%, and that it expects to be at the midpoint of its 2023 guidance ranges for adjusted EBITDA and free cash flow after absorbing foreign exchange headwinds. The company is on track to complete all planned divestitures by the end of the first half of 2024, and it expects more than $450 million in new product revenues in 2023. Its Board declared a quarterly dividend of $0.12 per share, payable December 15, 2023, to holders of record on November 24, 2023. The company also reported nine-month U.S. GAAP net earnings of $820 million, down 23% from the prior-year period, and year-to-date debt repayments of $750 million. Management stated it remains committed to maintaining its investment grade credit rating.

Nov 7, 2023 8-K

Regulation FD

Viatris 8-K Report, Regulation FD Disclosure (Oct 24, 2023)

Viatris Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce a board governance change. On October 24, 2023, the Board of Directors announced it has reduced the size of the Board to 11 directors, effective after the company's 2023 annual meeting of shareholders scheduled for December 15, 2023 (the "Annual Meeting"). The filing also states that Pauline van der Meer Mohr will retire from the Board effective December 15, 2023, and has not been nominated for re-election at the Annual Meeting. The filing contains no financial results, operating metrics, or guidance, so the disclosure is limited to board composition. The information in Item 7.01 is furnished rather than filed, meaning it is not subject to the liability of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated.

Oct 24, 2023 8-K

Viatris 8-K Report, Executive Changes (Oct 20, 2023)

On October 20, 2023, Viatris Inc. (NASDAQ: VTRS) disclosed under Item 5.02 that Rajiv Malik, its President, will retire from his executive role effective April 1, 2024. To support the transition of his operating responsibilities and to assist the new Chief Executive Officer, Mr. Malik agreed to consult with the Company on all operational matters. He will also remain a member of the Board of Directors. The Company states that his outstanding equity awards will continue vesting during his service, and he was not granted any additional awards or other compensation for his consulting services. The filing also reports that Anthony Mauro, President, Developed Markets, will depart effective April 1, 2024, because his position is being eliminated in connection with a realignment of the Company's commercial function. Mr. Mauro will be eligible for severance equal to two times his base salary and target bonus, subject to a release of claims and other customary conditions, and his unvested equity awards will be forfeited unless the applicable award agreements provide otherwise. The Company furnished a press release dated October 20, 2023 (Exhibit 99.1) announcing Mr. Malik's retirement under Item 7.01. In that release, Executive Chairman Robert J. Coury said he will leave the Viatris board in December, and CEO Scott A. Smith said Malik's experience will remain accessible to him as the company executes Phase 2 of its strategic plan in 2024.

Oct 20, 2023 8-K

Viatris 8-K Report, Regulation FD Disclosure (Oct 2, 2023)

On October 1, 2023, Viatris Inc. (NASDAQ: VTRS) announced it received an offer for substantially all of its Over-the-Counter (OTC) business and entered into definitive agreements to divest its Women's Healthcare business, its Active Pharmaceutical Ingredients (API) business in India, and commercialization rights in certain non-core markets acquired in the Upjohn transaction. The company states that total gross proceeds from all divestitures, including the completed biosimilars divestiture, and estimated retained value are in line with its previously communicated range. Total gross proceeds are up to $6.94 billion, or up to approximately $5.2 billion in estimated aggregate net proceeds. Viatris also says it will retain rights to Viagra, Dymista and select OTC products in certain markets, with estimated retained value of approximately $1.6 billion. The company says that upon closing, the divestitures would achieve its original total target of a multiple above 12x on 2022 estimated Adjusted EBITDA. Management intends to use net proceeds to pay down debt, targeting a gross leverage ratio of 3.0x in the first half of 2024, which it describes as completing all Phase 1 commitments and positioning the company for its Phase 2 strategy in 2024 and beyond. The divestitures would convey up to 12 facilities and more than 6,000 employees, about 15 percent of the global workforce, and most transactions are expected to close by the end of the first half of 2024, subject to regulatory approvals and other closing conditions. The OTC offer is subject to completion of works council consultations, and the API divestiture is subject to a financing condition. The company expects the OTC sale to close in Q2 2024, the API and Women's Healthcare sales in Q1 2024, and the Duphaston and Femoston rights sale in Q4 2023, with non-core market transactions also expected in Q4 2023.

Oct 2, 2023 8-K

Material Agreements

Viatris 8-K Report, Material Agreement (Oct 2, 2023)

Viatris Inc. disclosed that on October 1, 2023, it entered into an agreement with Cooper Consumer Health SAS, a French corporation (Buyer Parent), under which Buyer Parent granted Viatris a binding option to require the buyer parties to purchase and assume substantially all of Viatris' over-the-counter products business and related assets and liabilities. The option expires on the earlier of the fifth business day after completion of required employee consultation processes or 11:59 p.m. (Paris time) on February 2, 2024. If exercised, the buyers would pay up to €1,950.0 million in cash on a cash-free, debt-free basis, consisting of €1,850.0 million at closing, subject to adjustments for net indebtedness and net working capital, plus up to €100.0 million in contingent additional consideration payable if the buyer group's shareholders achieve a 2.5x cash-on-cash multiple on invested capital upon a change of control or IPO of the parent. An additional €25.0 million would be paid at closing as a partial advance on transition services fees. The transaction is financed by committed equity from Buyer Parent's existing shareholders and committed third-party debt, and is not subject to a financing condition. Closing requires regulatory approvals, including from the European Commission, the Commission for Protection of Competition of the Republic of Serbia, the French Ministry of Economy, and the Presidency of the Italian Council of Ministries, along with certain material contract consents. The agreement includes Viatris non-compete obligations, €120.0 million of cash retained by the buyers in anticipation of a future divestiture of certain geographies, and a termination date of August 1, 2024, extendable to October 1, 2024 if regulatory conditions remain unsatisfied. Investors should note that the option has not yet been exercised, and the filing states that the transaction may not be completed on the expected timelines or at all. The full Offer and form of Transaction Agreement are to be filed as an exhibit to the Form 10-Q for the quarter ended September 30, 2023.

Oct 2, 2023 8-K

Viatris 8-K Report, Financial Results (Aug 7, 2023)

Viatris Inc. (NASDAQ: VTRS) reported second-quarter 2023 results on August 7, 2023, describing them as one of its strongest quarters to date. Total revenues were $3.92 billion, U.S. GAAP net earnings were $264 million (versus $313.9 million in the prior-year quarter), and Adjusted EBITDA was $1.31 billion. U.S. GAAP net cash provided by operating activities was $515 million and free cash flow was $447 million for the quarter. Total net sales were up 1% on a divestiture adjusted operational basis, while reported net sales declined 5%. Generics grew 5% on a reported basis, Complex Gx fell 61%, and Brands were flat on an operational basis. Management reaffirmed its full-year 2023 guidance ranges and said total revenues, Adjusted EBITDA and free cash flow are expected to land at the midpoints of those ranges: total revenues of $15.5 to $16.0 billion, Adjusted EBITDA of $5.0 to $5.4 billion, and free cash flow of $2.3 to $2.7 billion. The company paid down $181 million of debt in the quarter and $727 million year to date, and said it remains committed to an investment grade credit rating. The Board declared a quarterly dividend of $0.12 per share, payable September 15, 2023, to holders of record on August 24, 2023. Management stated it remains on track to announce all planned divestitures in 2023, including at least one significant divestiture in the third quarter, and it expects new product revenues of approximately $500 million in 2023. Management is positioning the company for a Phase 2 growth phase beginning in 2024. Note that this 8-K furnishes the earnings release under Item 2.02, so its contents are not deemed filed under Section 18 of the Exchange Act.

Aug 7, 2023 8-K

Viatris 8-K Report, Executive Changes (May 22, 2023)

Viatris Inc. (NASDAQ: VTRS) announced on May 22, 2023 that Robert J. Coury, its Executive Chairman, will transition to a new role as Chairman Emeritus and Senior Strategic Advisor after the conclusion of the 2023 Annual Meeting of Shareholders, and will not stand for re-election as a director. His advisory role runs through the end of 2025, the period his Executive Employment Agreement previously covered. Coury will be treated as separating from employment for Good Reason for severance purposes, and the Company will honor his existing compensation rights for 2024 and 2025 through an annual consulting fee of $15 million, paid monthly. The Board says it believes this fee is commensurate with the value of his advisory services. The Board will select a new independent chair, to be announced in the coming months, with tenure intended to begin after the 2023 Annual Meeting. The filing states the transition is not the result of any disagreement with the Company on its operations, policies, or practices. The Board also appointed Leo Groothuis as an independent director, effective immediately, to fill the vacancy left by Michael Goettler's departure in April 2023. Groothuis is a Class I director whose term expires at the 2023 Annual Meeting. He is General Counsel of HAL Investments, and previously served as practice leader at NautaDutilh. His committee assignments have not yet been determined, and the Company will file an amendment to this Form 8-K once they are set. The filing describes the Coury transition as a planned, orderly handover following the successful integration of Mylan and Upjohn, with Scott A. Smith serving as the new CEO. Investors should watch the naming of the new independent chair and Groothuis's committee assignments.

May 22, 2023 8-K

Viatris 8-K Report, Financial Results (May 8, 2023)

Viatris Inc. (NASDAQ: VTRS) reported first-quarter 2023 results for the period ended March 31, 2023, in a press release furnished as Exhibit 99.1. Total revenues were $3.73 billion, U.S. GAAP net earnings were $225 million, Adjusted EBITDA was $1.34 billion, U.S. GAAP net cash provided by operating activities was $971 million, and free cash flow was $923 million. Total net sales were $3.7 billion, down 2% on a divestiture adjusted operational basis compared with the prior-year quarter. Brands were in line with expectations, Complex Generics performed below expectations, and Generics performed ahead of expectations. New product revenues were approximately $85 million, primarily driven by lenalidomide in the U.S. The company reaffirmed its 2023 guidance ranges, with full-year total revenues of $15.5 to $16.0 billion, Adjusted EBITDA of $5.0 to $5.4 billion, and free cash flow of $2.3 to $2.7 billion. Management expects full-year results at the midpoint of these ranges and reaffirmed its Phase 2 outlook for 2024. The company paid down $546 million of debt in the quarter and returned approximately $400 million to shareholders through dividends and share repurchases. Its Board declared a quarterly dividend of $0.12 per share, payable June 16, 2023, to holders of record on May 24, 2023. The filing also notes a $32.0 million intangible asset charge tied to the potential divestiture of the Upjohn Distributor Markets, and an $18.9 million gain from remeasuring a pre-existing equity interest in Famy Life Sciences. Diluted earnings per share were $0.19, compared with $0.33 a year earlier, and cash and cash equivalents declined to $506.6 million from $1,259.9 million at December 31, 2022.

May 8, 2023 8-K/A

Viatris 8-K/A Report, Executive Changes (Feb 27, 2023)

Viatris Inc. filed this Current Report on Form 8-K/A (Amendment No. 1) to its December 29, 2022 Form 8-K, which had reported the appointment of Elisha Finney and Scott Smith to the Board of Directors. At the time of the original filing, the Board had not yet determined committee assignments for either director. This amendment reports the committee decisions made since then. According to the filing, on February 24, 2023, the Board appointed Ms. Finney to serve on the Audit Committee and the Finance Committee, effective immediately. The Board also determined not to appoint Mr. Smith to serve on any Board committee. The filing is limited to board composition and committee assignments under Item 5.02. It does not report financial results, compensation terms, or other operational or financial information.

Feb 27, 2023 8-K

Viatris 8-K Report, Executive Changes (Feb 27, 2023)

Viatris Inc. (NASDAQ: VTRS) filed this Form 8-K on February 27, 2023 to announce a leadership change. The Board appointed Scott A. Smith, a current director and most recently President of BioAtla, Inc., as Chief Executive Officer effective April 1, 2023. Michael Goettler, the company's current CEO, will cease to serve as CEO and as a Board member on that date. The filing states that the departure was not related to any disagreement with the company on its operations, policies or practices. The filing states that Smith's appointment is intended to lead execution of Phase 2 of Viatris' strategic plan, which the company expects to enter in 2024. Executive Chairman Robert J. Coury cited the recent divestiture of the biologics business to Biocon Biologics, other planned divestitures, and the recent establishment of the Viatris Eye Care Division as the foundation for that phase. Smith's compensation is an annual base salary of $1.4 million, a target bonus of 150% of base salary (pro-rated for 2023), and a long-term incentive award with an intended value of 700% of base salary (800% for 2023). Smith's severance terms are two times the sum of base salary and annual target bonus for a termination without cause after June 30, 2024, and two and a half times that sum for a termination within 24 months after a change in control. Goettler will receive separation benefits under his previously disclosed letter agreement. The press release announcing the appointment was issued the same day, alongside the company's fourth quarter and full year 2022 results conference call.

Feb 27, 2023 8-K

Viatris 8-K Report, Financial Results (Feb 27, 2023)

Viatris Inc. (NASDAQ: VTRS) reported fourth quarter and full year 2022 results on February 27, 2023, stating that it met its adjusted 2022 guidance after incorporating the fourth-quarter impact of the closing of the Biosimilars Transaction with Biocon Biologics and acquired IPR&D. Full-year 2022 total revenues were $16.26 billion, adjusted EBITDA was $5.78 billion, and free cash flow was $2.55 billion, with U.S. GAAP net earnings of $2.08 billion. Fourth-quarter total revenues were $3.88 billion, and U.S. GAAP net earnings were $1.01 billion, which included a $1.75 billion Biocon Biologics gain on divestiture. For 2023, the company guided to total revenues of $15.5 to $16.0 billion, adjusted EBITDA of $5.0 to $5.4 billion, and free cash flow of $2.3 to $2.7 billion, with U.S. GAAP net cash provided by operating activities estimated at $2.8 to $3.1 billion. The guidance includes full-year expected performance for planned divestitures and excludes related costs. Management reaffirmed its 2024 Phase 2 outlook and said it expects to significantly increase capital returned to shareholders in 2023 while continuing to pay down debt. Capital allocation was a key theme. Viatris repurchased approximately 21.2 million shares for about $250 million in January and February 2023 under its $1 billion repurchase program, paid down approximately $3.3 billion of debt in 2022, and declared a first-quarter 2023 dividend of $0.12 per share, with a 2023 dividend policy of $0.48 per share. The company stated it remains committed to an investment grade credit rating and remains on track to execute planned divestitures.

Feb 27, 2023 8-K

Acquisitions & DispositionsMaterial AgreementsRegulation FD+1

Viatris 8-K Report, Executive Changes (Dec 29, 2022)

On December 28, 2022, Class I directors Neil Dimick and Ian Read each resigned from the Viatris Inc. Board of Directors, effective immediately. The filing states that neither resignation resulted from any disagreement with the Company on its operations, policies, or practices. On December 29, 2022, the Board appointed Elisha Finney and Scott Smith as Class I directors, effective immediately, with terms expiring at the 2023 annual meeting of shareholders. The Board has not yet determined their committee assignments and will file an amendment to this Form 8-K once those are set. Each new director has entered into an indemnification agreement with the Company, and the filing states that neither has a material interest in any related-party transaction requiring disclosure under Item 404(a) of Regulation S-K. The press release furnished as Exhibit 99.1 announces the board changes. It describes Smith as President and Executive Director of BioAtla, Inc. and former President and Chief Operating Officer of Celgene Corporation. It describes Finney as the former Executive Vice President and Chief Financial Officer of Varian Medical Systems, Inc., and a current director of Mettler-Toledo International Inc., NanoString Technologies, Inc., and ICU Medical, Inc. Executive Chairman Robert J. Coury said the new directors will support the Company's strategy of moving up the pharmaceutical value chain. The filing states that Dimick and Read each served on the Viatris board since the November 2020 combination of Mylan N.V. and Pfizer's Upjohn business.

Dec 29, 2022 8-K

Shareholder Matters

Viatris 8-K Report, Shareholder Vote Results (Dec 9, 2022)

Viatris Inc. held its 2022 Annual Meeting of shareholders on December 9, 2022. Shareholders elected four Class II directors, W. Don Cornwell, Harry A. Korman, Rajiv Malik, and Richard A. Mark, C.P.A., each to serve until the 2023 annual meeting. Each nominee received more "For" votes than "Against" votes and "Abstain" votes, with broker non-votes reported separately. Shareholders also voted on the non-binding advisory approval of 2021 compensation for the named executive officers, which was approved with 763,132,088 votes for and 78,356,451 against. Shareholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, with 942,960,216 votes for and 54,046,575 against. The proposal passed. A shareholder proposal regarding an independent board chairman was not approved. It received 386,308,608 votes for and 454,640,169 votes against, with 3,660,905 abstentions and 154,375,659 broker non-votes.

Dec 9, 2022 8-K

Viatris 8-K Report, Material Agreement (Nov 29, 2022)

Viatris Inc. (NASDAQ: VTRS) reported on November 29, 2022 that it closed its previously announced transaction with Biocon Biologics Limited, under which Viatris transferred substantially all of its biosimilars portfolio (the "Biosimilars Business") to Biocon Biologics and its subsidiaries. The total consideration is $3.335 billion on a cash-free, debt-free basis, comprising $2.0 billion in cash at closing (subject to adjustments), a convertible preferred equity stake in Biocon Biologics initially representing 12.9% of the equity on a fully diluted basis (valued at $1 billion), $160.0 million payable on the second anniversary of closing, and $175.0 million payable on April 8, 2024. The latter reflects Biocon Biologics not exercising its right to exclude certain assets and liabilities related to Viatris' aflibercept product candidate. Amendment No. 1 to the Transaction Agreement, dated November 28, 2022, modified the transaction structure and the timing and procedures for purchase price adjustments, and increased the working capital target from $150 million to $225 million. Viatris will provide commercialization and certain other transition services for an expected two-year period under a Transition Services Agreement. Viatris guided that its reported 2022 total revenues and adjusted EBITDA will be lower by approximately $80 million and $20 million, respectively, and expects about $400 million of deal-related expenses, primarily taxes and transaction costs, which will reduce operating cash flow and free cash flow. The $2 billion cash proceeds are expected to be reported as investing cash flows. The company plans to use net divestiture cash to pay down short-term debt, advance toward $6.5 billion of Phase 1 debt reduction, fund ophthalmology acquisitions of approximately $700 to $750 million expected to close in Q1 2023, and begin the share buyback in 2023.

Nov 29, 2022 8-K

Viatris 8-K Report, Regulation FD Disclosure (Nov 7, 2022)

Viatris Inc. (NASDAQ: VTRS) announced it has agreed to acquire Oyster Point Pharma, Inc. for $11 per share in cash upfront, plus a non-tradeable contingent value right of up to an additional $2 per share tied to certain full-year 2022 performance metrics. It also expects to acquire Famy Life Sciences. The two acquisitions have an aggregate purchase price of approximately $700-$750 million, which Viatris expects to fund with cash on hand. The company targets closing the Oyster Point acquisition in Q1 2023, subject to customary conditions including regulatory approval and tender acceptance of more than 50% of Oyster Point shares. Viatris anticipates the acquisitions could add at least $1 billion in sales and at least $500 million in adjusted EBITDA by 2028, and expects the combination of acquisitions and share repurchases to be accretive to adjusted EPS in 2023 on a standalone basis. In a strategic update tied to its February 2022 investor event, the Executive Chairman outlined planned divestitures of its OTC, women's health, selected API and certain smaller geographic businesses, expected to be completed by the end of 2023. Viatris expects approximately $5 to 6 billion in pre-tax proceeds from these divestitures in addition to the biosimilars business sale, and $8 to $9 billion in aggregate pre-tax proceeds by the end of 2023 or shortly thereafter. The company set Phase 2 (2024-2028) targets of a top-line revenues CAGR of approximately 3%, adjusted EBITDA CAGR of approximately 4-5%, and adjusted EPS CAGR of approximately mid-teens. It expects the base business to deliver 1% organic top-line growth long-term, with base business erosion now expected at 2-3% in Phase 2 versus 4-5% previously modeled for Phase 1. Viatris reaffirmed total pre-tax proceeds from the Biocon Biologics transaction and certain non-core divestitures of up to approximately $9 billion, and reiterated its commitment to an investment grade rating and a gross leverage ratio of approximately 3x. It intends to begin executing its $1 billion share repurchase program in 2023 after receiving Biocon Biologics proceeds, and expects to generate at least $2.3 billion of free cash flow per year in Phase 2, with approximately 50% earmarked for shareholder returns.

Nov 7, 2022 8-K