Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a party other than the Registrant  ☐

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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.

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:

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.

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

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.

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,

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.

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.

At VIATRIS™, our ability to sustainably deliver high-quality medicines is grounded in our mission to empower people worldwide to live healthier at every stage of life.

We are a company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. Because health matters everywhere.

 

 

 

Our strong commercial infrastructure enables us to serve patients in almost every corner of the globe through retail and pharmacy establishments, wholesalers, governments, institutions, physicians and other customers. We provide unique reach across North America, Europe, the Asia Pacific region and emerging markets. Through our four reportable segments – Developed Markets, Emerging Markets, Japan, Australia and New Zealand (JANZ) and Greater China – we sold more than 70 billion doses of medicine in 2025 across more than 165 countries and territories.

 

 

As a global healthcare company with a broad and diverse portfolio and global reach, our most significant contribution to society is building access to medicine and partnering in the pursuit of more resilient healthcare systems. As part of working to provide access to medicine throughout the globe, we are committed to advancing responsible and sustainable practices and operations. We are leveraging the shared expertise within Viatris and through our partnerships to address important environmental, social and governance matters, recognizing that our actions affect people and communities that we serve and depend upon. These key topics encompass four broad areas:

We invite you to learn more about our efforts in our upcoming 2025 Viatris Sustainability Report (which we do not incorporate by reference in this Proxy Statement).

 

Our shareholder-centric model is rooted in our Board of Directors’ (“Board”) and management’s commitment to ongoing, robust dialogue with shareholders to discuss and solicit shareholder feedback on key strategic, operational, financial, governance, and executive compensation topics, and to address other topics of importance to shareholders. Since January 1, 2025, we met with 20 of our 50 largest shareholders representing approximately 45% of our outstanding shares and reached out to approximately 30 of our 50 largest shareholders representing approximately 60% of our outstanding shares (in each case based on December 31, 2025 shareholder data). In these meetings, various members of our management and, as appropriate or where requested, our Board, including independent Directors, met with institutional investor executives, governance and stewardship team leads, and portfolio managers. Our leadership has also met with the analyst community, participated in 9 investor conferences, and held informal direct shareholder discussions since January 1, 2025.

In connection with our 2025 annual meeting of shareholders (the “2025 Annual Meeting”), we reached out to 8 of our largest 10 shareholders and offered them an opportunity to meet with independent Directors without members of management present. Two shareholders accepted this offer, while the others expressed that they did not have additional questions or feedback at the time. The participants in these meetings included our Board Chair, Vice Chair and the Chair of our Governance and Sustainability Committee.

Enterprise-Wide Strategic Review: Shareholders asked us to provide more detail on our enterprise-wide strategic review and expressed that they were supportive of the initiative. As we announced in connection with our fourth quarter 2025 earnings, we have identified opportunities across the Company to optimize our organizational structure, sharpen our resource allocation and increase operational efficiency that are designed to deliver meaningful net cost savings while enabling reinvestment in areas that enhance the growth profile and long-term competitiveness of the Company. We also quantified our goals in this area for shareholders. This initiative was overseen by a non-standing Strategic Review Committee of our Board that we formed in April 2025 to support alignment between the Board and management with respect to this initiative.

Director Refreshment: Viatris remains committed to Board refreshment and strong corporate governance. In particular, the Board has appointed seven new Directors since December 2022 and elected an independent Chair in 2023. In connection with its refreshment process, the Board specifically sought individuals with C-suite level and/or pharmaceutical experience. Shareholders expressed strong support for our decision to focus on these areas of experience and have expressed satisfaction with our current Board composition.

Strategic Imperatives: On our fourth quarter 2025 earnings call, Chief Executive Officer (“CEO”) Scott A. Smith discussed our 2026 strategic imperatives, which are as follows:

Annual Meeting Timing: Shareholders expressed appreciation for the Company’s change to a more standard annual meeting cadence from December to our 2026 Annual Meeting on May 15, 2026.

Executive Compensation: We were satisfied by the results of our 2025 Say-on-Pay Vote, which was supported by approximately 95% of votes cast. In the course of our engagement before and after our 2025 Say-on-Pay Vote, shareholders stated that they were pleased by changes to the program that the Board and management had implemented based on their feedback.

The table below details certain actions we took in 2025.

Viatris’ Board and committees are structured to provide effective oversight and direction to our management team.

In addition, we believe that Viatris’ incorporation in Delaware further supports our shareholder-centric model. Our corporate governance structure includes, among other things:

For additional information regarding Board governance and oversight, please see pages 24 to 25.

Viatris remains committed to board refreshment and strong corporate governance. In particular, the Board has appointed seven new Directors since December 2022 and elected an independent Chair in 2023.

The Board and the Governance and Sustainability Committee believe that each of our Director nominees possesses the qualifications, experience, judgment, leadership, and business skills necessary to provide robust oversight of the Company in the complex and evolving healthcare environment in which we operate. We believe our seven newest Directors have added further strength to important areas of expertise for the Board, including members with strong scientific, regulatory, accounting, financial, legal and management experience.

As discussed on pages 30 to 31 and page 37 and as set forth in our Corporate Governance Principles, the Board seeks to identify, subject to and in accordance with applicable law, a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with the fresh perspectives, insights, skills, and experiences of new members. In connection with its most recent refreshment efforts, the Board specifically sought individuals with C-suite level and/or pharmaceutical experience.

The Board believes that varied experiences and perspectives help drive innovation and serve Viatris’ mission, both at the Board level and in management. The Diversity and Inclusion Policy of the Viatris Board, which is available on our website at https://www.viatris.com/en/About-Us/Corporate-Governance, formalizes this long-standing commitment, in all cases subject to and in accordance with applicable law, to fostering a culture of inclusion and seeking, supporting, valuing, and leveraging diversity in the Board’s composition with characteristics that the Board believes serve the best interests of the Company and its stakeholders. The Board also continuously reviews and assesses its composition through, among other things, its annual board and committee self-evaluation process. For more information about this process, see “Annual Board and Committee Self-Evaluations” beginning on page 31.

The following table highlights certain of our Director nominees’ key skills and experience. A summary of the importance of each key skill and experience is also noted. As discussed in “How Our Directors Are Selected and Evaluated” on page 37, our Director nominees’ key skills and experience are among the factors considered by the Governance and Sustainability Committee in nominating Director candidates. 12 of our 13 Directors, each of whom is being renominated for election at the 2026 Annual Meeting, are independent under the applicable NASDAQ Stock Market (“NASDAQ”) listing rules.

 

Viatris’ Board has determined that Mr. Cornwell, Mr. D’Amelio, Ms. Dillon, Ms. Finney, Mr. Groothuis, Ms. Higgins, Mr. Kilts, Mr. Mark, Mr. Parrish, Dr. Severino, Mr. Simmons, and Dr. Vivaldi are independent Directors under the applicable NASDAQ listing rules.

Mr. Smith is not an independent Director under applicable NASDAQ listing rules.

Viatris’ Board had previously determined that Harry Korman, who served on the Board until December 15, 2025, was independent under the applicable NASDAQ listing rules and that Rajiv Malik, who served on the Board until December 15, 2025, was not an independent Director under the applicable NASDAQ listing rules.

As set forth in our Amended and Restated Bylaws (the “Bylaws”), the Company has a majority vote standard for Director elections in the event of an uncontested election and a plurality standard in the event of a contested election. The Bylaws also provide that if a nominee for Director who is an incumbent is not elected and no successor has been elected at such meeting, the Director shall promptly tender their irrevocable resignation to the Board, such resignation to be effective upon acceptance by the Board. All Directors are submitted for election at each annual meeting of shareholders.

The Board has selected a leadership and management structure that it believes is best suited to meet the needs of the Company and our shareholders. The flexibility to make these decisions serves the interests of the Company and its shareholders, as the Board is best positioned to evaluate the optimal leadership structure for the Company based upon the respective talents of the individual Directors and the Company’s leadership team, strategic objectives, and challenges and opportunities over time.

The Board believes that its current leadership structure – Mr. Smith as CEO and Ms. Higgins as independent Chair – provides a clear delineation of responsibilities for each position and fosters greater accountability of management, which remain critical given our enduring focus on execution and results. The Board believes this structure allows the CEO to continue to focus on running the Company on a day-to-day basis while allowing the independent Chair to lead the Board in providing advice to, and independent oversight of, management. As set forth below, the independent Chair also has significant authority for all Board matters and serves as Chair of the Executive Committee.

As described in “Setting and Overseeing Strategy” on pages 32 to 33, the Board actively discusses, determines, and oversees the Company’s strategic initiatives and priorities. The Board believes that Ms. Higgins’ skills and experience detailed on page 16 as well as her deep knowledge of the Company make her an invaluable leader of the Board and resource to the CEO and management. The independent Chair determines the information sent to the Board, the Board’s meeting agendas, and meeting schedules to assure that the Board is properly informed with respect to agenda items in advance and that there is sufficient time for discussion of agenda items at the meetings. The independent Chair presides at all meetings of shareholders and serves as point person for shareholders wishing to communicate with the Board. The independent Chair also presides at executive sessions of the independent Directors and has the authority to call meetings of the independent Directors. As set forth in the Corporate Governance Principles, the independent Chair is responsible for appointing a Director to serve as Vice Chair. The Vice Chair serves on the Executive Committee and, in the absence of the Chair, presides over Board meetings. Ms. Higgins has appointed Mr. Parrish to serve as Vice Chair of the Board.

Mr. Smith is tasked with leading the daily management and performance of the business, which include, among other responsibilities, managing our structure and resources to deliver sustainable value to patients, shareholders, customers, and other key stakeholders. He is also responsible for building and executing on the Company’s strategic imperatives to: drive our base business by shifting our generics portfolio toward higher-margin products and strengthening our established

brands portfolio; fuel our innovative portfolio by advancing our internal pipeline and adding high-value growth assets through disciplined business development; and modernize for sustainable growth by investing in the technology, data and talent capabilities that will power our long-term success.

Among the factors that demonstrate the Board’s commitment to good governance and enable it to provide highly effective oversight and direction are:

Viatris’ Board met 11 times in 2025. In addition to meetings of the Board, Directors attended meetings of individual Board committees of which they were members, and with the exception of Mr. Simmons who joined the Board on August 4, 2025 and had earlier notified the Board of conflicting prior commitments, all Directors standing for re-election attended greater than 75% of the aggregate of Board meetings and meetings of the committees of which they were a member in 2025.

Viatris’ Corporate Governance Principles require the independent Directors of the Board to meet in separate executive sessions periodically, and at least twice annually, during regularly scheduled meetings of the Board, without any

non-independent Directors or members of management present. The independent Directors of the Board met seven times in executive session in 2025, with Ms. Higgins, the independent Board Chair, presiding at those executive sessions.

Pursuant to Viatris’ Corporate Governance Principles, Directors are expected to attend the annual meeting of shareholders of the Company, where practicable. Each of our Directors standing for re-election at the 2025 Annual Meeting attended the meeting.

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Compliance and Risk Oversight Committee, the Executive Committee, the Finance Committee, the Governance and Sustainability Committee, and the Science and Technology Committee. Each of these committees operates pursuant to a written charter, a current copy of which, along with our Amended and Restated Certificate of Incorporation, the Bylaws, and Corporate Governance Principles, is available on Viatris’ website at https://www.viatris.com/en/About-Us/Corporate-Governance.

The Audit, Compensation, Compliance and Risk Oversight, Executive, Finance, and Governance and Sustainability Committees are composed entirely of independent Directors (as defined in the applicable NASDAQ listing rules and applicable SEC rules). Board approval of any Director appointment to the Audit, Compensation, Compliance and Risk Oversight, and Governance and Sustainability Committees must include at least a majority of the independent Directors. The Board has determined that Richard Mark, the Chair of the Audit Committee, is an “audit committee financial expert”, as that term is defined in the rules of the SEC.

In April 2025, the Viatris Board formed a non-standing Strategic Review Committee to oversee the process to explore and evaluate the range of strategic alternatives available to the Company. Management’s enterprise-wide strategic review resulted in the identification of opportunities across the Company to optimize its organizational structure, sharpen its resource allocation and increase operational efficiency that are designed to deliver meaningful net cost savings while enabling reinvestment in areas that enhance the growth profile and long-term competitiveness of the Company. The Strategic Review Committee met a total of 8 times in 2025. The original members of the Strategic Review Committee were James M. Kilts (Chair), JoEllen Lyons Dillon, Melina Higgins, Rajiv Malik, and Mark Parrish, and Mr. D’Amelio joined the Committee on May 16, 2025. Mr. Malik left the Committee in connection with his retirement from the Board at the 2025 Annual Meeting.

Information regarding each of the committees is provided below and on the following pages, and pages 34 to 36 provide additional discussion of committee responsibilities with respect to risk oversight.

The table below provides the current membership (as of the date of this Proxy Statement) and meeting information for 2025 for each standing Board committee. In 2025, such committees collectively held 49 meetings.