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Viatris Inc

For the period ended Mar 31, 2026. Filed May 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

VTRS$19.91+5.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001792044-25-000046

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001792044-26-000029

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 259 previous paragraphs and 189 current paragraphs.

107 unchanged; 63 reworded; 18 added; 73 removed; 16 previous and 1 current paragraphs rearranged.

Tables are not compared: 12 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

•the possibility that the Company may be unable to achieve the intended or expected benefits of its enterprise-wide strategic review and related cost-saving and restructuring activities within the expected timeframe or at all;

Current report

In 2025, the Company initiated an EWSR to enable the Company to build a more focused, efficient and future-ready organization and position the Company for sustained growth beginning in 2026. On February 26, 2026, the Company announced the results of its EWSR, and as a part of the review, committed to and began implementation of certain restructuring activities. These restructuring activities are expected to optimize the Company’s commercial capabilities, enabling functions, R&D, medical affairs and regulatory activities, and sourcing, manufacturing and supply chain activities, including inventory optimization. As a result, the Company expects a global workforce reduction of up to approximately 10%. The Company anticipates that these restructuring activities, as well as associated costs and savings, will be completed primarily over the next three years.

Current report

The Company expects to record charges for costs associated with the restructuring activities of the EWSR. For the committed restructuring activities, the Company expects to incur total pre-tax charges ranging between $700 million and $850 million. Such charges are expected to include between $50 million and $100 million of non-cash charges mainly related to accelerated depreciation and asset impairment charges, including inventory write-offs. The remaining estimated cash costs of between $650 million and $750 million are expected to be primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations, vendor consolidations, product transfer costs and network related simplification and modernization costs. In addition, management believes the potential savings related to these committed restructuring activities will be between $600 million and $700 million once fully implemented, with most of these savings expected to improve operating cash flow. During the three months ended March 31, 2026, the Company recognized total charges of $77.9 million in the condensed consolidated statements of operations related to this restructuring program.

Current report

In December 2025, the Company entered into definitive agreements with Biocon for the sale of the Company’s equity stake in Biocon Biologics. Under the terms of the definitive agreements, Biocon acquired all of Viatris’ CCPS in Biocon Biologics for total consideration of $815.0 million, consisting of $400.0 million in cash and $415.0 million in newly issued equity shares of Biocon, which are listed and traded on the National Stock Exchange of India. The transaction closed during the first quarter of 2026 and the equity shares of Biocon are subject to a six-month lock up period. In addition, the terms of the definitive agreements accelerate the expiration of biosimilars non-compete restrictions previously placed on Viatris in 2022 in connection with Viatris’ sale of its biosimilars portfolio and related commercial and other capabilities to Biocon Biologics. These restrictions expired immediately at the time of close for all ex-U.S. markets and will expire in November 2026 for the U.S. market.

Current report

In mid-February 2026, a fire occurred in a service area at the Company's oral solid dose manufacturing facility in Nashik, India. Manufacturing at the facility was temporarily suspended. Recently, we have restarted certain manufacturing activities and currently expect to resume full operations in July 2026.

Current report

During the three months ended March 31, 2026, the Company recognized total charges of $71.9 million within Cost of Salesin the condensed consolidated statements of operations related to the write off inventory and fixed assets damaged in the fire and incremental manufacturing variances. The Company believes it has certain insurance coverages for losses, including for assets and business interruption. In the event the plant cannot be returned to normal operations or the Company’s insurance coverage is unavailable or inadequate, this event could have a negative impact on our financial position, results of operations and cash flows.

Current report

Net sales from Emerging Markets increased by $15.5 million, or 3%, for the three months ended March 31, 2026 when compared to the prior year period. This increase in net sales was primarily driven by the favorable impact of foreign currency translation of approximately $14.6 million, or 3%. Constant currency net sales were essentially flat when compared to the prior year period.

Current report

Interest expense for the three months ended March 31, 2026 totaled $120.1 million, compared to $115.5 million for the three months ended March 31, 2025.

Current report

(b)For the three months ended March 31, 2026, charges include approximately $49.8 million in cost of sales, approximately $0.6 million in R&D, and approximately $42.0 million in SG&A, primarily relating to the 2026 restructuring program.

Current report

(d)For the three months ended March 31, 2026, charges include a loss of approximately $64.9 million as a result of changes in the fair value of the Biocon equity shares.

Current report

Reconciliation of U.S. GAAP Net Earnings (Loss) to EBITDA and Adjusted EBITDA

Current report

•cash proceeds from the CCPS settlement of $400.0 million; and
Removed paragraphs (73)

Previous report

•the ongoing risks and uncertainties associated with our recent divestitures;

Previous report

On October 15, 2025, the Company acquired Aculys Pharma, a clinical stage biopharmaceutical company focused on commercializing innovative treatments for neurological conditions. Viatris received rights to develop and commercialize pitolisant and Spydia®, two assets in the CNS therapy area, further expanding Viatris' portfolio of innovative products in Japan. As part of the transaction, Viatris has acquired exclusive development and commercialization rights in Japan for pitolisant, a selective/inverse agonist of the histamine H3 receptor. The transaction also includes exclusive rights in Japan and certain other markets in the Asia-Pacific region for Spydia® Nasal Spray, which was approved in Japan in June 2025 for the treatment of status epilepticus. Under the terms of the acquisition agreement, the Company made a $35.0 million upfront payment to Aculys Pharma shareholders as consideration for the acquisition, with additional consideration contingent upon the achievement of specified regulatory and commercial milestones, and royalties on net sales. The transaction is expected to be accounted for as an asset acquisition, with the upfront payment expensed as Acquired IPR&D.

Previous report

The Company reviews goodwill for impairment annually on April 1st or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. During the first quarter of 2025, the Company experienced a sharp and sustained decline in its share price and significantly increased uncertainty and volatility in the geopolitical and economic environments in which the Company operates. As a result of these factors, the Company determined that a triggering event had occurred for each of its reporting units and performed an interim goodwill impairment test as of March 31, 2025.

Previous report

The Company also performed the annual goodwill impairment test as of April 1, 2025. There were no significant changes from the interim goodwill test performed at March 31, 2025 and the results were consistent with the interim goodwill impairment test. Also, no triggering events have been identified since the April 1, 2025 impairment test date.

Previous report

For the March 31, 2025 interim goodwill impairment test, when compared to the prior year annual goodwill impairment test completed on April 1, 2024, the significantly increased uncertainty and volatility in the geopolitical and economic environments in which the Company operates increased the Company’s business risks, including, but not limited to, the potential for continued or additional drug pricing reduction pressures, general uncertainty related to timing of responses and approvals from the FDA resulting from evolving regulatory priorities and associated changes to the operations of the agency, and the potential for adverse impacts from future tariffs and trade restrictions. The negative impact of any or all of these factors could be material. The significant increase in business risks and uncertainty led to an increase in discount rate assumptions impacting all reporting units as compared to the April 1, 2024 annual goodwill impairment test. In the first quarter of 2025, the Company recorded a non-cash goodwill impairment charge of $2.9 billion as a result of the interim goodwill impairment test performed as of March 31, 2025.

Previous report

The estimated negative impact to third quarter 2025 total revenues versus the third quarter of 2024 was approximately $100 million and the estimated negative impact to total revenues for the nine months ended September 30, 2025 versus the nine months ended September 30, 2024 was approximately $400 million. We do not expect the negative impact to fourth quarter 2025 total revenues and earnings from operations versus the fourth quarter of 2024 to be material.

Previous report

On March 15, 2024, the Company acquired exclusive global development and commercialization rights to two Phase 3 assets from Idorsia, as well as the potential to add additional innovative assets in the future. Under the terms of the original agreements, the development programs and certain personnel for selatogrel and cenerimod were transferred to Viatris from Idorsia in exchange for an upfront payment to Idorsia of $350 million, potential contingent milestone payments (including $300 million payable upon the achievement of certain development and regulatory milestones, and $2.1 billion payable upon the achievement of certain tiered sales milestones), as well as potential contingent tiered sales royalties. Viatris has worldwide commercialization rights for both selatogrel and cenerimod (which excluded, for cenerimod only, Japan, South Korea and certain countries in the Asia-Pacific region). A joint development committee was formed to oversee the development of the ongoing Phase 3 programs through regulatory approval. The agreements also provided Viatris a right of first refusal and a right of first negotiation for certain other assets in Idorsia’s pipeline. Viatris and Idorsia are both contractually obligated to contribute to the development costs for both programs, which are expected to be incurred through 2026.

Previous report

On February 25, 2025, in order to preserve the ongoing continuity of the development programs for selatogrel and cenerimod considering certain capital structuring steps announced by Idorsia to secure its ongoing operations, Viatris and Idorsia entered into a letter agreement to amend certain terms of the original agreements described above. Under the terms of the letter agreement, Viatris received additional territory rights in Japan, South Korea and certain other countries in the Asia-Pacific region for cenerimod, a $250 million reduction in contingent milestone payments, including $200 million of development milestones, and additional personnel to expedite transitioning the development programs to Viatris in exchange for Viatris assuming $100 million of Idorsia’s obligation to contribute to development costs. In addition, the joint development committee has been replaced with a transition committee to oversee the transition of both development programs to Viatris.

Previous report

There are risks and uncertainties associated with the timely and successful completion of these programs, including but not limited to the high cost and uncertainty of conducting clinical trials (particularly with respect to new and/or complex or innovative drugs), obtaining approval by relevant regulatory bodies and our partner’s financial condition. Refer to Note 4 Acquisitions and Other Transactions included in Part I, Item 1 of this Form 10-Q for more information.

Previous report

On February 28, 2022, the Company announced that its Board of Directors had authorized a share repurchase program for the repurchase of up to $1.0 billion of the Company’s shares of common stock. The Company subsequently announced that on February 26, 2024, its Board of Directors authorized a $1.0 billion increase to the Company’s previously announced $1.0 billion share repurchase program. As a result, the Company’s share repurchase program now authorizes the repurchase of up to $2.0 billion of the Company’s shares of common stock. Such repurchases may be made from time-to-time at the Company’s discretion and effected by any means, including but not limited to, open market repurchases, pursuant to plans in accordance with Rules 10b5-1 or 10b-18 under the Exchange Act, privately negotiated transactions (including accelerated stock repurchase programs) or any combination of such methods as the Company deems appropriate. The program does not have an expiration date. The share repurchase program does not obligate the Company to acquire any particular amount of common stock.

Previous report

During the three months ended September 30, 2025, the Company repurchased approximately 6.8 million shares of common stock at a cost of approximately $67.9 million. During the nine months ended September 30, 2025 and 2024, the Company repurchased approximately 45.6 million shares of common stock at a cost of approximately $418.3 million, and approximately 19.2 million shares of common stock at a cost of approximately $250 million, respectively, under the program. As of September 30, 2025, the Company had repurchased a total of approximately 86.1 million shares of common stock at a cost of approximately $918.3 million under the program.

Previous report

Additionally, subsequent to September 30, 2025, the Company repurchased approximately 8.1 million shares of common stock at a cost of approximately $82.1 million, bringing the total shares of common stock repurchased under the program to approximately 94.2 million at a cost of approximately $1.00 billion, in each case through and including November 5, 2025.

Previous report

Net sales from Emerging Markets increased by $37.2 million or 7% for the three months ended September 30, 2025 when compared to the prior year period. Net sales decreased by approximately $4.3 million, or 1%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The favorable impact of foreign currency translation was approximately $2.4 million, or less than 1%. Constant currency net sales from the remaining business increased by $39.1 million, or 7%, when compared to the prior year period, primarily driven by higher volumes and pricing of existing products in certain Middle Eastern and Asian countries. The Indore Impact for the three months ended September 30, 2025 was not significant.

Previous report

Also refer to Note 17 Litigation included in Part I, Item 1 of this Form 10-Q for more information on litigation settlements, net.

Previous report

Interest expense for the three months ended September 30, 2025 totaled $119.6 million, compared to $145.6 million for the three months ended September 30, 2024, a decrease of $26.0 million. The decrease was primarily due to the impact of 2024 debt repayments.

Previous report

The increase in other expense, net was primarily driven by a loss of $100.0 million recorded in the current year period as a result of changes in the fair value of the CCPS in Biocon Biologics, compared to a gain in the prior year period of $39.4 million, lower interest income of $25.9 million, and lower TSA income of $21.0 million. This was partially offset by a decrease in loss on divestitures of $108.9 million compared to the prior year period. Refer to Note 11 Financial Instruments and Risk Management included in Part I, Item 1 of this Form 10-Q for more information with respect to the change in the fair value of the CCPS in Biocon Biologics.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous report

(3)Reductions were driven primarily by the inclusion of net sales in the prior year period related to divestitures that closed during 2024 and the Indore Impact.

Previous report

(4)For the nine months ended September 30, 2025, other revenues in Developed Markets, JANZ, and Emerging Markets were approximately $27.2 million, $3.0 million, and $6.4 million, respectively.

Previous report

Net sales from Developed Markets decreased by $516.7 million, or 8%, for the nine months ended September 30, 2025 when compared to the prior year period. Net sales decreased by approximately $365.6 million, or 5%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The favorable impact of foreign currency translation was approximately $103.6 million, or 2%. Constant currency net sales from the remaining business decreased by approximately $254.7 million, or 4%, when compared to the prior year period, driven primarily by lower net sales of certain existing products, including lenalidomide and everolimus in the U.S., as a result of the Indore Impact of approximately $295 million, partially offset by new product sales. Net sales within North America totaled approximately $2.54 billion and net sales within Europe totaled approximately $3.73 billion.

Previous report

Net sales from Greater China increased by $114.9 million, or 7%, for the nine months ended September 30, 2025 when compared to the prior year period. The unfavorable impact of foreign currency translation was approximately $9.4 million, or 1%. Constant currency net sales increased by approximately $124.8 million, or 8%, when compared to the prior year period, primarily driven by strong growth across multiple channels, including e-commerce, retail, and private hospitals, as well as benefits of timing of customer purchasing patterns. Divestitures did not have a significant impact on the net sales in either period and the Indore Impact for the nine months ended September 30, 2025 was not significant.

Previous report

Net sales from JANZ decreased by $123.6 million, or 12%, for the nine months ended September 30, 2025 when compared to the prior year period. Net sales decreased by approximately $24.0 million, or 2%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. This decrease was also partially driven by the unfavorable impact of foreign currency translation of approximately $11.8 million, or 1%. Constant currency net sales from the remaining business decreased by approximately $87.8 million, or 9%, when compared to the prior year period, driven primarily by lower net sales of existing products in Japan and Australia due to government price reductions and additional competition, and by the Indore Impact of approximately $8 million.

Previous report

Net sales from Emerging Markets decreased by $92.3 million, or 5%, for the nine months ended September 30, 2025 when compared to the prior year period. Net sales decreased by approximately $78.2 million, or 5%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The decrease in net sales was also partially driven by the unfavorable impact of foreign currency translation of approximately $29.6 million, or 2%. Constant currency net sales from the remaining business increased by $15.5 million, or 1%, when compared to the prior year period, primarily driven by new product sales in certain Latin American countries and higher volumes and pricing of existing products in certain Middle Eastern and Asian countries. These increases were partially offset by lower volumes in our ARV business, mainly as a result of the Indore Impact of approximately $95 million.

Previous report

Cost of sales decreased from $6.80 billion for the nine months ended September 30, 2024 to $6.73 billion for the nine months ended September 30, 2025. The decrease in cost of sales was largely driven by the impact of the decrease in net sales, primarily as a result of the divestitures that closed during 2024 and the Indore Impact.

Showing the first 40 of 73 passages. Open the source sections for the rest.

Reworded paragraphs (63)

Previous wording

This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Viatris’ 2024 Form 10-K, the unaudited interim financial statements and related Notes included in Part I — Item 1 of this Form 10-Q and our other SEC filings and public disclosures. The interim results of operations and comprehensive (loss) earnings for the three and nine months ended September 30, 2025, and cash flows for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.

Current wording

This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, the related Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Viatris’ 2025 Form 10-K, the unaudited interim financial statements and related Notes included in Part I — Item 1 of this Form 10-Q and our other SEC filings and public disclosures. The interim results of operations and comprehensive earnings (loss) for the three months ended March 31, 2026, and cash flows for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period.

Previous wording

This Form 10-Q contains “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements aboutthe goals or outlooks with respect to the Company’s strategic initiatives and priorities, including but not limited to divestitures, acquisitions, strategic alliances, collaborations, or other potential transactions; the benefits and synergies of such divestitures, acquisitions, strategic alliances, collaborations, or other transactions, or restructuring programs; future opportunities for the Company and its products; and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy and payments, share repurchases, debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competitions, commitments, confidence in future results, efforts to create, enhance or otherwise unlock value, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as “will”, “may”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “pipeline”, “intend”, “continue”, “target”, “seek” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to:

Current wording

This Form 10-Q contains “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements aboutthe goals or outlooks with respect to the Company’s strategic initiatives and priorities, including but not limited to divestitures, acquisitions, strategic alliances, collaborations, or other potential transactions; the anticipated benefits of such strategic initiatives or priorities or restructuring activities; future opportunities for the Company and its products; the outcomes of clinical trials and research studies; R&D and new product development; and any other statements regarding the Company’s future operations, financial or operating results, capital allocation, dividend policy and payments, share repurchases, debt ratio and covenants, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, imperatives, competitions, commitments, confidence in future results, efforts to create, enhance or otherwise unlock value, and other expectations and targets for future periods. Forward-looking statements may often be identified by the use of words such as “will”, “may”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “pipeline”, “intend”, “continue”, “target”, “seek” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to:

Previous wording

•the possibility that the Company may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic initiatives and priorities (including divestitures, acquisitions, strategic alliances, collaborations, or other potential transactions) or accelerate its growth by building on the strength of its base business with an expanding portfolio of innovative, best-in-class, patent-protected assets;

Current wording

•the possibility that the Company may not realize the intended benefits of, or achieve the intended goals or outlooks with respect to, its strategic initiatives and priorities;

Previous wording

•the possibility that the Company may be unable to achieve intended or expected benefits, goals, outlooks, synergies, growth opportunities and operating efficiencies in connection with divestitures, acquisitions, strategic alliances, collaborations, or other transactions, or restructuring programs, within the expected timeframes or at all;

Current wording

•the possibility that the Company may be unable to achieve intended or expected benefits in connection with divestitures, acquisitions, strategic alliances, collaborations, or other transactions, or restructuring programs, within the expected timeframes or at all;

Previous wording

•any changes in or difficulties with the Company’s manufacturing facilities, including with respect to inspections, remediation and restructuring activities, supply chain or inventory or the ability to meet anticipated demand;

Current wording

•any changes in or difficulties with the Company’s manufacturing facilities, including with respect to short- or long-term shutdowns, inspections, remediation and restructuring activities, supply chain continuity, inventory management, or the ability to meet anticipated demand;

Previous wording

•the potential impact of natural or man-made disasters, public health outbreaks, epidemics, pandemics or social disruption in regions where we or our partners or suppliers operate;

Current wording

•the potential impact of natural or man-made disasters, public health outbreaks, fires, accidents, weather, unrest or other emergencies in regions where we or our partners or suppliers operate;

Previous wording

•any regulatory, legal or other impediments to the Company’s ability to bring new products to market, including but not limited to “at-risk launches”;

Current wording

•any regulatory, legal or other impediments to the Company’s ability to bring new products to market;

Previous wording

•uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions, potential for adverse impacts from future tariffs and trade restrictions, inflation rates and global exchange rates; and

Current wording

•uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions, wars or other conflicts, potential for adverse impacts from future tariffs and trade restrictions, inflation rates and global exchange rates; and

Previous wording

For more detailed information on the risks and uncertainties associated with Viatris, see the risks described in Part I, Item 1A in the 2024 Form 10-K, Part II, Item 1A of this Form 10-Q, and our other filings with the SEC. You can access Viatris’ filings with the SEC through the SEC website at www.sec.gov or through our website, and Viatris strongly encourages you to do so. Viatris routinely posts information that may be important to investors on our website at investor.viatris.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD). The contents of our website are not incorporated by reference in this Form 10-Q and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended. Viatris undertakes no obligation to update any statements herein for revisions or changes after the filing date of this Form 10-Q other than as required by law.

Current wording

For more detailed information on the risks and uncertainties associated with Viatris, see the risks described in Part I, Item 1A in the 2025 Form 10-K, and our other filings with the SEC. You can access Viatris’ filings with the SEC through the SEC website at www.sec.gov or through our website, and Viatris strongly encourages you to do so. Viatris routinely posts information that may be important to investors on our website at investor.viatris.com, and we use this website address as a means of disclosing material information to the public in a broad, non-exclusionary manner for purposes of the SEC’s Regulation Fair Disclosure (Reg FD). The contents of our website are not incorporated by reference in this Form 10-Q and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended. Viatris undertakes no obligation to update any statements herein for revisions or changes after the filing date of this Form 10-Q other than as required by law.

Previous wording

Viatris’ executive management team is focused on ensuring that the Company is optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers and other key stakeholders. The Company operates in more than 165 countries and territories with more than 30,000 employees. The Company has 26 manufacturing and packaging sites worldwide, more than 1,400 approved molecules, and industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise. Viatris’ portfolio consists of generics (including complex products), globally recognized iconic brands, and an expanding portfolio of innovative medicines. Viatris is headquartered in the U.S., with global centers in Pittsburgh, Pennsylvania, Shanghai, China and Hyderabad, India.

Current wording

Viatris’ executive management team is focused on ensuring that the Company is optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers and other key stakeholders. The Company operates in more than 165 countries and territories with approximately 30,000 employees. The Company has 27 manufacturing, packaging, and distribution sites worldwide, approximately 1,300 approved molecules, and what we believe is industry leading commercial, R&D, regulatory, manufacturing, legal and medical expertise. Viatris’ portfolio consists of generics (including complex products), globally recognized iconic brands, and an expanding portfolio of innovative medicines. Viatris is headquartered in the U.S., with global centers in Pittsburgh, Pennsylvania, Shanghai, China and Hyderabad, India.

Previous wording

The process of obtaining regulatory approval to manufacture and market new branded and generic pharmaceutical products is rigorous, time consuming, costly, and inherently unpredictable. Complex generic products are often more difficult, costly and time-consuming to receive regulatory approval and bring to market compared with commodity generic pharmaceutical products. Any delay in regulatory approval could impact the commercial or financial success of a product. Regulatory approval, if and when obtained, may be limited in scope. Even if regulatory approvals for new products are obtained, the success of those products is dependent upon market acceptance.

Current wording

The process of obtaining regulatory approval to manufacture and market new branded and generic pharmaceutical products is rigorous, time consuming, costly, and inherently unpredictable. Complex generic products are often more difficult, costly and time-consuming to receive regulatory approval and bring to market compared with commodity generic pharmaceutical products. Any delay in regulatory approval could impact the commercial or financial success of a product.

Previous wording

For branded products, the majority of the product’s commercial value is usually realized during the period in which the product has market exclusivity. In the U.S. and some other countries, when market exclusivity expires and generic versions of a product are approved and marketed, there can often be very substantial and rapid declines in the branded product’s sales. For example, generic entry for Amitiza® 24 μg may occur in Japan in June 2026 depending on the outcome of regulatory reviews of generic applications and patent litigation.

Current wording

For branded products, the majority of the product’s commercial value is usually realized during the period in which the product has market exclusivity. In the U.S. and some other countries, when market exclusivity expires and generic versions of a product are approved and marketed, there can often be very substantial and rapid declines in the branded product’s sales. For example, generic entry for Amitiza® 24 μg may occur in Japan in December 2026 depending on the outcome of patent litigation.

Previous wording

Additionally, a number of markets in which we operate outside of the U.S. have implemented, or may implement, tender systems for generic pharmaceuticals in an effort to lower prices. Generally speaking, tender systems can have an unfavorable impact on sales and profitability. Under such tender systems, manufacturers submit bids that establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive priority placement for a period of time. The tender system often results in companies underbidding one another by proposing low pricing in order to win the tender. Sales continue to be negatively affected by the impact of tender systems in certain countries.

Current wording

Additionally, a number of markets in which we operate outside of the U.S. have implemented, or may implement, tender systems for generic pharmaceuticals in an effort to lower prices. Generally speaking, tender systems can have an unfavorable impact on sales and profitability. Under such tender systems, manufacturers submit bids that establish prices for generic pharmaceutical products. Upon winning the tender, the winning company will receive priority placement for a period of time. The tender system often results in companies underbidding one another by proposing lower pricing in order to win the tender. Sales continue to be negatively affected by the impact of tender systems in certain countries.

Previous wording

Following an inspection by the FDA at our oral finished dose manufacturing facility in Indore, India in 2024, the FDA has issued a warning letter, and an import alert related to this facility. The import alert affects 11 actively distributed products that will no longer be accepted into the U.S. until the warning letter is lifted. It makes exceptions, subject to certain conditions, for four products based on shortage concerns. Following discussions with the FDA, the Company does not expect additional product exceptions to be granted by the FDA.

Current wording

Following an inspection by the FDA at our oral finished dose manufacturing facility in Indore, India in 2024, the FDA issued a warning letter and an import alert related to this facility. The import alert affects 11 products that will no longer be accepted into the U.S. until the warning letter is lifted.

Previous wording

Following the substance of FDA’s original inspection observations, the Company immediately implemented a comprehensive remediation plan at the site. During 2025, we have made substantial progress on our initial remediation activities at the facility, including but not limited to related personnel actions. Additionally, we have engaged independent third-party subject matter experts to support the remediation plan.

Current wording

Following the substance of FDA’s original inspection observations, the Company immediately implemented a comprehensive remediation plan at the site. During 2025, we made substantial progress on our remediation activities at the facility, including but not limited to related personnel actions. Additionally, we have engaged independent third-party subject matter experts to support the remediation plan.

Previous wording

While product continues to be shipped from the Indore facility to markets outside the U.S., as expected, we have also experienced a negative impact in other markets during 2025, including the ARV business in Emerging Markets and select generic products in Europe.

Current wording

While product continues to be shipped from the Indore facility to markets outside the U.S., as expected, we have also experienced a negative impact in other markets, including the ARV business in Emerging Markets and select generic products in Europe.

Previous wording

We have been in regular communication with FDA during this process and will continue to work to ensure that the FDA is satisfied with the steps we have taken to resolve all the points raised. Our responses to the warning letter and import alert were submitted within the required time periods. The facility will be subject to a reinspection by the FDA. The timing of the reinspection will be determined by the FDA; however, we anticipate that the facility will be ready for reinspection in 2026.

Current wording

We have been in regular communication with the FDA during this process and will continue to work to ensure that the FDA is satisfied with the steps we have taken to resolve all the points raised. Our responses to the warning letter and import alert were submitted within the required time periods. The facility will be subject to a reinspection by the FDA. The timing of the reinspection will be determined by the FDA; however, we anticipate that the facility will be ready for reinspection in 2026.

Previous wording

The table below is a summary of the Company’s financial results for the three and nine months ended September 30, 2025 compared to the prior year period:

Current wording

The table below is a summary of the Company’s financial results for the three months ended March 31, 2026 compared to the prior year period:

Previous wording

A detailed discussion of the Company’s financial results can be found below in the section titled “Results of Operations.” As part of this discussion, we also report sales performance using the non-GAAP financial measures of “constant currency” net sales and total revenues. These measures provide information on the change in net sales and total revenues assuming that foreign currency exchange rates had not changed between the prior and current period. The comparisons presented at constant currency rates reflect comparative local currency sales at the prior year’s foreign exchange rates. We routinely evaluate our net sales and total revenues performance at constant currency so that sales results can be viewed without the impact of foreign currency exchange rates, thereby facilitating a period-to-period comparison of our operational activities, and believe that this presentation also provides useful information to investors for the same reason.

Current wording

A detailed discussion of the Company’s financial results can be found below in the section titled “Results of Operations.” As part of this discussion, we also report sales performance using the non-GAAP financial measures of “constant currency” net sales and total revenues. These measures provide information on the change in net sales and total revenues assuming that foreign currency exchange rates had not changed between the prior and current period. The comparisons presented at constant currency rates reflect comparative local currency sales at the prior year’s foreign exchange rates. We routinely evaluate our net sales and total revenues performance at constant currency so that these results can be viewed without the impact of foreign currency exchange rates, thereby facilitating a period-to-period comparison of our operational activities, and believe that this presentation also provides useful information to investors for the same reason.

Previous wording

(4)For the three months ended September 30, 2025, other revenues in Developed Markets, JANZ, and Emerging Markets were approximately $10.0 million, $1.0 million, and $1.4 million, respectively.

Current wording

(3)For the three months ended March 31, 2026, other revenues in Developed Markets, JANZ, and Emerging Markets were approximately $5.2 million, $0.1 million, and $2.0 million, respectively.

Previous wording

(5)Amounts exclude intersegment revenue which eliminates on a consolidated basis.

Current wording

(4)Amounts exclude intersegment revenue which eliminates on a consolidated basis.

Previous wording

For the nine months ended September 30, 2025, Viatris reported total revenues of $10.60 billion, compared to $11.21 billion for the comparable prior year period, representing a decrease of $614.9 million, or 5%. Total revenues include both net sales and other revenues from third parties. Net sales for the nine months ended September 30, 2025 were $10.56 billion, compared to $11.18 billion for the comparable prior year period, representing a decrease of $617.7 million, or 6%. Other revenues for the nine months ended September 30, 2025 were $36.6 million, compared to $33.8 million for the comparable prior year period.

Current wording

For the three months ended March 31, 2026, Viatris reported total revenues of $3.52 billion, compared to $3.25 billion for the comparable prior year period, representing an increase of $262.7 million, or 8%. Total revenues include both net sales and other revenues from third parties. Net sales for the three months ended March 31, 2026 were $3.51 billion, compared to $3.24 billion for the comparable prior year period, representing an increase of $266.5 million, or 8%. Other revenues for the three months ended March 31, 2026 were $7.3 million, compared to $11.1 million for the comparable prior year period.

Previous wording

Net sales decreased by approximately $18.6 million, or less than 1%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The favorable impact of foreign currency translation was approximately $76.4 million, or 2%, primarily reflecting changes in the U.S. Dollar as compared to the currencies of subsidiaries in the EU. On a constant currency basis, net sales from the remaining business decreased by approximately $48.3 million, or 1%, for the three months ended September 30, 2025 compared to the prior year period. The decrease was the result of net base business erosion of approximately $147.8 million, of which approximately $100 million related to the Indore Impact. This decrease was partially offset by new product sales, primarily in Developed Markets, of approximately $99.5 million. New product sales include new products launched in 2025 and the carryover impact of new products, including business development, launched within the last twelve months.

Current wording

The favorable impact of foreign currency translation was approximately $161.8 million, or 5%, primarily reflecting changes in the U.S. Dollar as compared to the currencies of subsidiaries in the EU and China. On a constant currency basis, net sales increased by approximately $104.7 million, or 3%, for the three months ended March 31, 2026 compared to the prior year period. The increase was the result of new product sales, primarily in Developed Markets, of approximately $70.7 million, and net base business growth, primarily in Greater China, of approximately $34.0 million. New product sales include new products launched in 2026 and the carryover impact of new products, including business development, launched within the last twelve months.

Previous wording

From time to time, a limited number of our products may represent a significant portion of our net sales, gross profit and net earnings. Generally, this is due to the timing of new product introductions, seasonality, and the amount, if any, of additional competition in the market. Our top ten products in terms of net sales, in the aggregate, represented approximately 38% and 36% for the three months ended September 30, 2025 and 2024, respectively.

Current wording

From time to time, a limited number of our products may represent a significant portion of our net sales, gross profit and net earnings. Generally, this is due to the timing of new product introductions, seasonality, and the amount, if any, of additional competition in the market. Our top ten products in terms of net sales, in the aggregate, represented approximately 40% and 38% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

Net sales from Developed Markets decreased by $43.1 million, or 2%, for the three months ended September 30, 2025 when compared to the prior year period. Net sales decreased by approximately $11.1 million, or less than 1%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The favorable impact of foreign currency translation was approximately $76.0 million, or 3%. Constant currency net sales from the remaining business decreased by approximately $108.0 million, or 5%, when compared to the prior year period, driven primarily by lower net sales of certain existing products, including lenalidomide and everolimus in the U.S., as a result of the Indore Impact of approximately $100 million, partially offset by new product sales. Net sales within North America totaled approximately $868.4 million and net sales within Europe totaled approximately $1.39 billion.

Current wording

Net sales from Developed Markets increased by $129.1 million, or 7%, for the three months ended March 31, 2026 when compared to the prior year period. The favorable impact of foreign currency translation was approximately $117.7 million, or 6%. Constant currency net sales increased by approximately $11.4 million, or 1%, when compared to the prior year period driven by new product sales. This was partially offset by lower net sales of certain existing products, primarily as a result of supply constraints and additional competition. Net sales within North America totaled approximately $828.1 million and net sales within Europe totaled approximately $1.19 billion.

Previous wording

Net sales from Greater China increased by $53.4 million, or 10%, for the three months ended September 30, 2025 when compared to the prior year period. The favorable impact of foreign currency translation was approximately $2.3 million, or less than 1%. Constant currency net sales increased by approximately $51.1 million, or 9%, when compared to the prior year period, primarily driven by strong growth across multiple channels, including e-commerce, retail, and private hospitals, as well as benefits of timing of customer purchasing patterns. Divestitures did not have a significant impact on the net sales in either period and the Indore Impact for the three months ended September 30, 2025 was not significant.

Current wording

Net sales from Greater China increased by $124.6 million, or 22%, for the three months ended March 31, 2026 when compared to the prior year period. The favorable impact of foreign currency translation was approximately $25.6 million, or 5%. Constant currency net sales increased by approximately $99.0 million, or 18%, when compared to the prior year period, primarily the result of strong growth across multiple channels, including e-commerce, retail, and private hospitals, driven by increased marketing and selling efforts.

Previous wording

Net sales from JANZ decreased by $38.0 million, or 11%, for the three months ended September 30, 2025 when compared to the prior year period. Net sales decreased by approximately $3.2 million, or 1%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The unfavorable impact of foreign currency translation was approximately $4.3 million, or 1%. Constant currency net sales from the remaining business decreased by approximately $30.5 million, or 9%, when compared to the prior year period, driven primarily by lower net sales of existing products in Japan and Australia due to government price reductions and additional competition. The Indore Impact for the three months ended September 30, 2025 was not significant.

Current wording

Net sales from JANZ decreased by $2.7 million, or 1%, for the three months ended March 31, 2026 when compared to the prior year period. The favorable impact of foreign currency translation was approximately $3.9 million, or 1%. Constant currency net sales decreased by approximately $6.6 million, or 2%, when compared to the prior year period, driven primarily by lower net sales of existing products in Japan and Australia due to government price reductions and additional competition.

Previous wording

Cost of sales increased from $2.29 billion for the three months ended September 30, 2024 to $2.39 billion for the three months ended September 30, 2025. The increase in cost of sales was largely driven by product mix as a result of the Indore Impact.

Current wording

Cost of sales increased from $2.09 billion for the three months ended March 31, 2025 to $2.36 billion for the three months ended March 31, 2026. The increase in cost of sales was largely driven by the increase in net sales, higher restructuring costs, and higher costs associated with other special items, which include certain costs for plants slated for sale or closure or undergoing remediation activities, including $71.9 million related to the write off inventory and fixed assets damaged in the fire at the Nashik manufacturing facility and incremental manufacturing variances.

Previous wording

Gross profit for the three months ended September 30, 2025 was $1.37 billion and gross margins were 36%. For the three months ended September 30, 2024, gross profit was $1.46 billion and gross margins were 39%. The changes in gross profit and gross margins are primarily related to the Indore Impact. Adjusted gross margins were approximately 56% for the three months ended September 30, 2025, compared to approximately 58% for the three months ended September 30, 2024.

Current wording

Gross profit for the three months ended March 31, 2026 was $1.16 billion and gross margins were 33%. For the three months ended March 31, 2025, gross profit was $1.16 billion and gross margins were 36%. The changes in gross profit and gross margins are primarily related to the increase in cost of sales. Adjusted gross margins were approximately 56% for the three months ended March 31, 2026, compared to approximately 56% for the three months ended March 31, 2025.

Previous wording

R&D expense for the three months ended September 30, 2025 was $250.4 million, compared to $198.4 million for the comparable prior year period, an increase of $52.0 million. This increase was primarily the result of higher expenses for the selatogrel and cenerimod development programs.

Current wording

R&D expense for the three months ended March 31, 2026 was $248.6 million, compared to $222.0 million for the comparable prior year period, an increase of $26.6 million. This increase was primarily the result of higher expenses for the selatogrel and cenerimod development programs.

Previous wording

Acquired IPR&D expense for the nine months ended September 30, 2025 was $10.0 million, compared to $(1.7) million for the comparable prior year period, an increase of $11.7 million. The current period expense is related to an upfront licensing payment for rights to cenerimod in Japan, South Korea and certain countries in the Asia-Pacific region.

Current wording

Acquired IPR&D expense for the three months ended March 31, 2026 was $6.0 million, compared to $10.0 million for the comparable prior year period, a decrease of $4.0 million. The current period expense was related to an upfront payment for a licensing deal, and the prior period expense was related to an upfront licensing payment for rights to cenerimod in Japan, South Korea and certain countries in the Asia-Pacific region.

Previous wording

SG&A expense for the current quarter was $886.6 million, compared to $1.00 billion for the comparable prior year period, a decrease of $116.8 million. The decrease was primarily due to lower acquisition and divestiture-related costs of approximately $67.3 million and lower restructuring costs of approximately $18.1 million.

Current wording

SG&A expense for the three months ended March 31, 2026 was $928.8 million, compared to $948.1 million for the comparable prior year period, a decrease of $19.3 million. The decrease was primarily due to lower restructuring costs of approximately $30.3 million.

Previous wording

(a)For the nine months ended September 30, 2025, includes a goodwill impairment charge of $2.94 billion as a result of the interim goodwill impairment test performed as of March 31, 2025.

Current wording

During the prior year period, the Company recorded a goodwill impairment charge of $2.94 billion in conjunction with its interim goodwill impairment test performed as of March 31, 2025.

Previous wording

The following table includes the losses recognized in litigation settlements and other contingencies, net during the three months ended September 30, 2025 and 2024, respectively:

Current wording

The following table includes the losses/(gains) recognized in litigation settlements and other contingencies, net during the three months ended March 31, 2026 and 2025, respectively:

Previous wording

Refer to Note 4 Acquisitions and Other Transactions and Note 11 Financial Instruments and Risk Management included in Part I, Item 1 of this Form 10-Q for more information with respect to the contingent consideration adjustment.

Current wording

Refer to Note 10 Financial Instruments and Risk Management and Note 17 Litigation included in Part I, Item 1 of this Form 10-Q for more information with respect to the contingent consideration adjustment and litigation settlements, net, respectively.

Previous wording

Other expense (income), net includes gains and losses from divestitures of businesses, changes in the fair value of equity securities, extinguishment of debt, foreign exchange, expense (income) related to post-employment benefit plans, TSA income, and interest and dividend income. Other expense, net for the three months ended September 30, 2025 totaled $67.1 million, compared to $10.2 million for the three months ended September 30, 2024.

Current wording

Other expense, net includes gains and losses from divestitures of businesses, changes in the fair value of equity securities, foreign exchange, expense (income) related to post-employment benefit plans, TSA income, and interest and dividend income. Other expense, net for the three months ended March 31, 2026 totaled $47.5 million, compared to $99.3 million for the three months ended March 31, 2025, a decrease of $51.8 million.

Previous wording

The decrease was primarily driven by a loss of $499.8 million recorded in the current year period as a result of changes in the fair value of the CCPS in Biocon Biologics, compared to a net gain in the prior year period of $334.5 million related to our non-marketable equity investments, including the CCPS in Biocon Biologics, and lower interest income of $48.7 million. This was partially offset by a decrease in loss on divestitures of $216.6 million compared to the prior year period. Refer to Note 11 Financial Instruments and Risk Management included in Part I, Item 1 of this Form 10-Q for more information with respect to the change in the fair value of the CCPS in Biocon Biologics.

Current wording

The decrease was primarily driven by a loss in the prior year period of $115.8 million as a result of changes in the fair value of the CCPS in Biocon Biologics, and a decrease in the loss on divestitures of $23.0 million. This was partially offset by a loss of $64.9 million recorded in the current year period as a result of changes in the fair value of equity shares of Biocon. Refer to Note 10 Financial Instruments and Risk Management included in Part I, Item 1 of this Form 10-Q for more information with respect to the Biocon equity shares.

Previous wording

For the nine months ended September 30, 2025, the Company recognized an income tax benefit of $147.2 million, compared to an income tax provision of $21.0 million for the comparable prior year period, a change of $168.2 million. The benefit in the current year period is primarily driven by the loss before income taxes, partially offset by the negative impact of the goodwill impairment charge, for which minimal tax benefit was realized, and a $17.7 million accrual related to the resolution of the previously disclosed Swedish tax matter. The current year and prior year provisions were also impacted by the levels of income and the changing mix at which it is earned in jurisdictions with differing tax rates.

Current wording

For the three months ended March 31, 2026, the Company recognized an income tax benefit of $423.7 million, compared to an income tax benefit of $55.0 million for the comparable prior year period, a change of $368.7 million. The benefit in the current year period is primarily driven by the loss before income taxes and the tax benefit of certain internal restructurings undertaken, partially offset by losses in jurisdictions for which minimal benefit can be recognized. The benefit in the prior year period is primarily driven by the loss before income taxes, partially offset by the negative impact of the goodwill impairment charge, for which minimal tax benefit was realized, and a $17.7 million accrual related to the resolution of the previously disclosed Swedish tax matter. The current quarter and prior quarter provisions were impacted by the levels of income and the changing mix at which it is earned in jurisdictions with differing tax rates.

Previous wording

•Certain acquisition and divestiture costs, including costs relating to integration and planning, advisory and legal fees, certain financing related costs, certain reimbursements related to the Company’s obligation to reimburse Pfizer for certain financing and transaction related costs under the Business Combination Agreement and Separation and Distribution Agreement, certain other TSA related set-up and exit costs, and other business transformation and/or optimization initiatives, which are not part of a formal restructuring program, including employee separation and post-employment costs;

Current wording

•Certain acquisition and divestiture costs, including costs relating to integration and planning, contractual obligations, including under supply agreements, advisory and legal fees, certain financing related costs, certain reimbursements related to the Company’s obligation to reimburse Pfizer for certain financing and transaction related costs under the Business Combination Agreement and Separation and Distribution Agreement, certain other TSA related set-up and exit costs, and other business transformation and/or optimization initiatives, which are not part of a formal restructuring program, including employee separation and post-employment costs;

Previous wording

•Other costs, incurred from time to time, related to certain special events or activities that lead to gains or losses, including, but not limited to, incremental manufacturing variances, certain remediation activities, asset write-downs, including other-than-temporary impairments of investments in equity or debt instruments, or liability adjustments;

Current wording

•Other costs, incurred from time to time, related to certain special events or activities that lead to gains or losses, including, but not limited to, incremental manufacturing variances, contractual termination costs, certain remediation activities, asset write-downs, including other-than-temporary impairments of investments in equity or debt instruments, or liability adjustments;

Showing the first 40 of 63 pairs. Open the source sections for the rest.

Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Regulatory approval, if and when obtained, may be limited in scope. Even if regulatory approvals for new products are obtained, the success of those products is dependent upon market acceptance.
Rearranged previous paragraphs (16)

Previous report — wording carried elsewhere

For the three months ended September 30, 2025, Viatris reported total revenues of $3.76 billion, compared to $3.75 billion for the comparable prior year period, representing an increase of $8.7 million, or essentially flat. Total revenues include both net sales and other revenues from third parties. Net sales for the current quarter were $3.75 billion, compared to $3.74 billion for the comparable prior year period, representing an increase of $9.5 million, or essentially flat. Other revenues for the current quarter were $12.4 million, compared to $13.2 million for the comparable prior year period.

Previous report — wording carried elsewhere

For the three months ended September 30, 2025, the Company recognized an income tax provision of $120.3 million, compared to an income tax benefit of $4.3 million for the comparable prior year period, a change of $124.6 million. The provision in the current year period is primarily driven by reduced tax benefits related to certain remediation costs as well as certain discrete tax items. The current quarter and prior quarter provisions were impacted by the levels of income and the changing mix at which it is earned in jurisdictions with differing tax rates.

Previous report — wording carried elsewhere

(1)Currency impact is shown as unfavorable (favorable).

Previous report — wording carried elsewhere

(2)The constant currency percentage change is derived by translating net sales or revenues for the current period at prior year comparative period exchange rates, and in doing so shows the percentage change from 2025 constant currency net sales or revenues to the corresponding amount in the prior year.

Previous report — wording carried elsewhere

(5)Amounts exclude intersegment revenue which eliminates on a consolidated basis.

Previous report — wording carried elsewhere

Net sales decreased by approximately $468.3 million, or 4%, due to the inclusion of net sales in the prior year period related to divestitures that closed during 2024. The favorable impact of foreign currency translation was approximately $52.8 million, or less than 1%, primarily reflecting changes in the U.S. Dollar as compared to the currencies of subsidiaries in the EU. On a constant currency basis, net sales from the remaining business decreased by approximately $202.2 million, or 2%, for the nine months ended September 30, 2025 compared to the prior year period. The decrease was the result of net base business erosion of approximately $448.1 million, of which approximately $400 million related to the Indore Impact. This decrease was partially offset by new product sales, primarily in Developed Markets, of approximately $245.9 million. New product sales include new products launched in 2025 and the carryover impact of new products, including business development, launched within the last twelve months.

Previous report — wording carried elsewhere

From time to time, a limited number of our products may represent a significant portion of our net sales, gross profit and net earnings. Generally, this is due to the timing of new product introductions, seasonality, and the amount, if any, of additional competition in the market. Our top ten products in terms of net sales, in the aggregate, represented approximately 37% and 33% for the nine months ended September 30, 2025 and 2024, respectively.

Previous report — wording carried elsewhere

Net sales are derived from our four reporting segments: Developed Markets, Greater China, JANZ, and Emerging Markets.

Previous report — wording carried elsewhere

Cost of Sales and Gross Profit

Previous report — wording carried elsewhere

Gross profit for the nine months ended September 30, 2025 was $3.87 billion and gross margins were 36%. For the nine months ended September 30, 2024, gross profit was $4.41 billion and gross margins were 39%. The changes in gross profit and gross margins are primarily related to the impact of the divestitures and the Indore Impact. Adjusted gross margins were approximately 56% for the nine months ended September 30, 2025, compared to approximately 58% for the nine months ended September 30, 2024.

Previous report — wording carried elsewhere

A reconciliation between cost of sales, as reported under U.S. GAAP, and adjusted cost of sales and adjusted gross margin for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is as follows:

Previous report — wording carried elsewhere

(a)Adjusted gross profit is calculated as total revenues less adjusted cost of sales. Adjusted gross margin is calculated as adjusted gross profit divided by total revenues.

Previous report — wording carried elsewhere

R&D expense for the nine months ended September 30, 2025 was $691.2 million, compared to $602.2 million for the comparable prior year period, an increase of $89.0 million. This increase was primarily the result of higher expenses for the selatogrel and cenerimod development programs.

Previous report — wording carried elsewhere

Litigation Settlements and Other Contingencies, Net

Previous report — wording carried elsewhere

The following table includes the (gains)/losses recognized in litigation settlements and other contingencies, net during the nine months ended September 30, 2025 and 2024, respectively:

Previous report — wording carried elsewhere

Other expense (income), net includes gains and losses from divestitures of businesses, changes in the fair value of equity securities, extinguishment of debt, foreign exchange, expense (income) related to post-employment benefit plans, TSA income, and interest and dividend income. Other expense (income), net for the nine months ended September 30, 2025 totaled $499.9 million of expense, compared to $143.2 million of income for the nine months ended September 30, 2024, a decrease of $643.1 million.