Skip to main content

Viatris Inc

For the period ended May 15, 2026. Filed Apr 2, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2026 · Filed Apr 2, 2026

VTRS$19.91+5.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

VIATRIS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Message from

Melina Higgins, Independent Chair of the Board, and Scott A. Smith, Chief Executive Officer

Dear Fellow Viatris Shareholders,

On behalf of the Board of Directors and management, we thank you for your continued confidence in and support of Viatris.

2025 was an important year for our Company. Through disciplined execution, we strengthened our foundation and positioned Viatris for the future. We drove strong commercial performance across our global portfolio, continued to stabilize and strengthen our base business and delivered solid financial results, including $14.3 billion in Total Revenues.

We prioritized capital return with more than $1 billion returned to shareholders through dividends and share repurchases.

We targeted accretive business development, completing 60 regional transactions, including our acquisition of Aculys Pharma in Japan. At the same time, we advanced our pipeline with five positive Phase 3 data readouts and continued progress across key programs, including selatogrel and cenerimod.

These achievements and our significant progress would not have been possible without the efforts of our colleagues around the world. We thank them for their continued dedication to our mission.

Enterprise-Wide Strategic Review

A key priority for the Company in 2025 was our enterprise-wide strategic review.

As a result of this review, we identified opportunities to optimize our Company’s structure, sharpen resource allocation and enhance operational efficiency, while enabling reinvestment in areas that strengthen our growth profile and long-term competitiveness.

In addition, the Board and management are aligned on a focused set of Strategic Imperatives to guide the Company forward:

•Drive Our Base Business by executing successful launches, focusing on supply chain continuity, evolving the generics portfolio over time towards more profitable, higher-margin products and strengthening the established brands portfolio.
•Fuel Our Innovative Portfolio by advancing a pipeline of late-stage and in-market growth assets sourced both internally and externally.
•Modernize for Sustainable Growth by strengthening the technology, data and talent capabilities necessary to support long-term competitiveness in a rapidly evolving healthcare environment.

Together we expect these actions will accelerate Viatris’ transformation into a more focused, efficient and future-ready organization and position our Company to enter a period of sustained growth.

Most recently at our Investor Event in March 2026, we outlined how these Strategic Imperatives can support the execution of the Company’s long-term vision.

2026 Strategic Priorities

To achieve success, we must first focus on delivering our 2026 Strategic Priorities:

•Deliver strong financial performance and realize benefits from cost optimization initiatives identified during the enterprise-wise strategic review.
•Drive strong commercial execution, including key anticipated launches such as the low-dose estrogen weekly patch in the United States and Effexor for Generalized Anxiety Disorder in Japan.
•Advance our pipeline, including multiple regulatory decisions and Phase 3 milestones.
•Pursue accretive in-market business development to support our base business and grow our innovative pipeline.
•Continue disciplined and balanced capital allocation, including returning capital to shareholders.
•Further evolve and modernize the organization to support sustained growth.

Governance and Oversight

Strong governance remains central to the Board’s responsibilities. The Board and management remained closely aligned throughout the enterprise-wide strategic review, the identification of the Company’s Strategic Imperatives and 2026 Strategic Priorities.

In April 2025, the Board established a non-standing Strategic Review Committee to oversee the process to explore and evaluate the range of strategic alternatives available to the Company. The Strategic Review Committee and management met regularly throughout the year, including with external advisors, to develop alignment on the path forward that we believe will best support long-term shareholder value. The Board will continue to provide oversight as management executes against the Company’s Strategic Imperatives and 2026 Strategic Priorities.

We have also refreshed our Board to add the skills that we believe best support the Company, including with respect to these initiatives. Since June 2024, we have welcomed four new directors with deep expertise in pharmaceutical leadership, finance and innovation, while maintaining continuity and institutional knowledge. In addition, we have evolved and strengthened our leadership team, integrating new capabilities and perspectives to support the Company and its next phase of growth.

Additionally, we continued to refine our governance practices and executive compensation framework. At our 2025 Annual Meeting, our Say-on-Pay proposal received approximately 95% shareholder support.

The Board and management will continue to jointly focus on execution, accountability and long-term value creation.

Closing

With a stable base business, an advancing pipeline, a clear strategic framework and long-term vision, we believe Viatris is well positioned for the future.

We thank you for your continued trust in Viatris.

Sincerely,

Melina Higgins Independent Chair of the Board

Scott A. Smith Chief Executive Officer

Notice of 2026 Annual Meeting of Shareholders

Dear Viatris Shareholders:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) of Viatris Inc. (“Viatris” or the “Company”). The meeting will be held on Friday, May 15, 2026 at 11:00 a.m. Eastern Time at the Hilton Naples, 5111 Tamiami Trail North, Naples, Florida 34103. At the meeting, holders of Viatris’ issued and outstanding common stock as of the close of business (5:00 p.m. Eastern Time) on March 20, 2026 (the “Record Date”) will be asked to consider and act upon the following items of business, which are more fully described in this Proxy Statement.

Date and Time:Friday, May 15, 202611:00 a.m. Eastern Time
Location:Hilton Naples5111 Tamiami Trail NorthNaples, FL 34103

If you wish to attend the 2026 Annual Meeting (which is currently scheduled to be held in person), please so inform Viatris in writing by sending notice to the attention of Viatris’ Corporate Secretary at 1000 Mylan Blvd., Canonsburg, PA 15317 or by e-mail to corporatesecretary@viatris.com, in each case prior to 5:00 p.m. Eastern Time on May 14, 2026. See “Important Meeting Information” in this Notice and “How can I attend the 2026 Annual Meeting?” on page A-2 for more information.

Items of Business

Page
1.Election of 13 director nominees, each to hold office until the 2027 annual meeting of shareholders.10
2.Approval of, on a non-binding advisory basis, the 2025 compensation of the named executive officers of the Company.​46
3.Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.76
4.​Such other business as may properly come before the meeting and any postponement or adjournment thereof.​

Only shareholders of record as of the Record Date are entitled to receive notice of, participate in and to vote at the 2026 Annual Meeting and any postponements or adjournments thereof. On or about April 2, 2026, we mailed to Viatris shareholders as of the Record Date a Notice of Internet Availability of Proxy Materials (“Internet Notice”), which includes instructions on how to access our 2026 Proxy Statement and 2025 Annual Report on the Internet, and how to cast your vote. See “Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?” on page A-1 for more information. If you received your proxy materials for the 2026 Annual Meeting by mail, the Proxy Statement, the 2025 Annual Report and proxy card were enclosed.

Please know that your vote is very important, and you are encouraged to vote promptly. Please carefully review the proxy materials for the 2026 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters. Whether or not you expect to attend the 2026 Annual Meeting, we urge you to read the proxy statement and vote your shares as soon as possible using any of the following methods.

Voting Information How to VotePlease vote using one of the advance voting methods. In all cases, you should have your Internet Notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form, in hand and follow the instructions.

Shareholders of Record(shares registered on the books of the Company via Equiniti Trust Company)Via InternetVisit www.proxyvote.com or scan the QR Barcode (the QR code will be on the proxy card)By mailMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
By phoneCall 1-800-690-6903 or the telephone number on your proxy card
Beneficial Owners(shares held through your bank or brokerage account)Via InternetVisit www.proxyvote.comBy mailSign, date and returnyour voting instruction form pursuant to the instructions therein
By phoneCall 1-800-454-8683 or the telephone number on your voting instruction form

All shareholders of record may vote in person at the 2026 Annual Meeting. Beneficial owners may vote in person at the 2026 Annual Meeting if they have a legal proxy, and follow the instructions described in the response to the question titled “How do I vote if I am a beneficial owner of shares of Viatris common stock and hold them in street name?” on page A-4. See “Important Meeting Information” below on how to attend the 2026 Annual Meeting.

Important Meeting Information

If you plan to attend the 2026 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2026 Annual Meeting?” on page A-2 for information about the location, format and how to register to attend the meeting.

For important information concerning the 2026 Annual Meeting, voting and other matters, please refer to Appendix A – Questions and Answers, beginning on page A-1.

By Order of the Viatris Inc. Board of Directors,

Burt Park

Chief Governance Counsel and Corporate Secretary

April 2, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2026.

The Notice of Annual Meeting, Proxy Statement and 2025 Annual Report are available at www.proxyvote.com. Information on our website is not considered part of this Proxy Statement.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.