10-K – 2026-02-26 – vtrs-20251231.htm

Contingent consideration 343.1   496.6  
Tax related items, including contingencies 332.6   341.9  
Operating lease liability 178.1   179.3  
Accrued restructuring 116.3   128.5  
Other 618.9   325.0  
Other long-term obligations $ 2,014.9   $ 1,939.2  

7. Leases
The Company has operating leases of real estate, consisting primarily of administrative offices, manufacturing and distribution facilities, and R&D facilities. We also have operating leases of certain equipment, primarily automobiles, and certain limited supply arrangements.
We elected to apply the practical expedient to not separate lease and non-lease components for our leases except for those related to certain limited supply arrangements. We have also elected to apply the short-term lease recognition exemption which means we will not recognize ROU assets or lease liabilities for leases with an initial term of 12 months of less.
As of December 31, 2025, the Company recognized ROU assets of $ 271.3 million and total lease liabilities of $ 287.5 million. The Company’s ROU assets are recorded in other assets. The related lease liability balances are recorded in other current liabilities and other long-term obligations in the consolidated balance sheets. Refer to Note 6 Balance Sheet Components for additional information.
ROU assets and liabilities are recognized at the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use an applicable incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Options to extend or terminate the ROU assets are reviewed at lease inception and these options are accounted for when they are reasonably certain of being exercised.
Other information related to leases was as follows:

As of December 31, 2025
Remaining lease terms 1 year to 14 years

Weighted-average remaining lease term 6 years
Weighted-average discount rate 3.9   %

As of December 31, 2025, maturities of lease liabilities were as follows for each of the years ending December 31:

(In millions)

2026 $ 95.4  
2027 82.5  
2028 39.2  
2029 25.4  
2030 15.0  
Thereafter 60.7  
Total lease payments $ 318.2  
Less imputed interest 30.7  
Total lease liability $ 287.5  

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As of December 31, 2025, the Company did not have leases that had not yet commenced. For the years ended December 31, 2025, 2024 and 2023, the Company had operating lease expense of approximately $ 92.2 million, $ 89.8 million and $ 87.6 million, respectively. Operating lease costs are classified primarily as SG&A and cost of sales in the consolidated statements of operations.

8. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024 are as follows:

(In millions) Developed Markets (1)
Greater China JANZ (2)
Emerging Markets (3)
Total
Balance at December 31, 2023 $ 7,107.4   $ 932.8   $ 645.7   $ 1,181.2   $ 9,867.1  
Acquisitions 19.5   —   —   —   19.5  
Impairment —   —   ( 321.0 ) —   ( 321.0 )

Foreign currency translation ( 374.0 ) ( 11.3 ) ( 29.6 ) ( 17.4 ) ( 432.3 )
Balance at December 31, 2024 $ 6,752.9   $ 921.5   $ 295.1   $ 1,163.8   $ 9,133.3  

Impairment ( 2,261.0 ) —   ( 300.8 ) ( 375.0 ) ( 2,936.8 )

Foreign currency translation 532.6   11.7   5.7   8.2   558.2  
Balance at December 31, 2025 $ 5,024.5   $ 933.2   $ —   $ 797.0   $ 6,754.7  

____________
(1) Balance as of December 31, 2025 includes an accumulated impairment loss of $ 3.19  billion. Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 929.0  million.
(2) Balances as of December 31, 2025, 2024, and 2023 include an accumulated impairment loss of $ 651.8  million, $ 351.0  million, and $ 30.0  million, respectively.
(3) Balance as of December 31, 2025 includes an accumulated impairment loss of $ 499.0  million. Balances as of December 31, 2024 and 2023 include an accumulated impairment loss of $ 124.0  million.

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.
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.

The Company performed both its interim and annual goodwill impairment tests on a quantitative basis for its five reporting units, North America, Europe, Emerging Markets, JANZ, and Greater China. In estimating each reporting unit’s fair value, the Company performed an extensive valuation analysis, utilizing a discounted cash flow approach. The determination of the fair value of the reporting units requires the Company to make significant estimates and assumptions that affect the reporting unit’s expected future cash flows. These estimates and assumptions, utilizing Level 3 inputs, primarily include, but are not limited to, the discount rate, terminal growth rates, operating income before depreciation and amortization, capital expenditures forecasts and control premiums.

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.
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As of March 31, 2025 (prior to the impairment charges noted below), the allocation of the Company’s total goodwill was as follows: North America $ 3.09  billion, Europe $ 3.92  billion, Emerging Markets $ 1.17  billion, JANZ $ 0.30  billion and Greater China $ 0.92  billion.
In conjunction with its March 31, 2025 interim goodwill impairment test, the Company recorded the following impairment charges in the first quarter of 2025:

(In millions) North America
Europe
JANZ
Emerging Markets
Total
Impairment charge
$ 707.0   $ 1,554.0   $ 300.8   $ 375.0   $ 2,936.8  

For the North America reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years. During the forecast period, the revenue compound annual growth rate was approximately 3.1 %. A terminal year value was calculated with a negative 3.0 % revenue growth rate applied. The discount rate utilized was 12.5 % and the estimated tax rate was 24.8 %.

For the Europe reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years. During the forecast period, the revenue compound annual growth rate was approximately 3.3 %. A terminal year value was calculated with a 2.0 % revenue growth rate applied. The discount rate utilized was 12.0 % and the estimated tax rate was 15.8 %.

For the Emerging Markets reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years. During the forecast period, the revenue compound annual growth rate was approximately 3.5 %. A terminal year value was calculated with a 2.0 % revenue growth rate applied. The discount rate utilized was 14.5 % and the estimated tax rate was 16.7 %.

For the JANZ reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years. During the forecast period, the revenue compound annual growth rate was approximately negative 0.9 %. A terminal year value was calculated with a 1.0 % revenue growth rate applied. The discount rate utilized was 8.5 % and the estimated tax rate was 30.2 %. After the goodwill impairment charge recorded during the first quarter of 2025, there is no remaining goodwill allocated to the JANZ reporting unit.

Following the goodwill impairment charges recorded in these reporting units, since the carrying value of the reporting units is equal to their estimated fair value as of March 31, 2025 and April 1, 2025, if market conditions or the projected results were to negatively change, it may be necessary to record further impairment charges to one or more of these reporting units in future periods. Any such future charges could be material.

For the Greater China reporting unit, the estimated fair value exceeded its carrying value by approximately $ 322.0  million or 5.8 % for both the March 31, 2025 and April 1, 2025 goodwill impairment tests. As it relates to the discounted cash flow approach for the Greater China reporting unit at March 31, 2025 and April 1, 2025, the Company forecasted cash flows for the next 10 years. During the forecast period, the revenue compound annual growth rate was approximately 1.6 %. A terminal year value was calculated with a negative 1.5 % revenue growth rate applied. The discount rate utilized was 15.0 % and the estimated tax rate was 24.7 %. If all other assumptions are held constant, a reduction in the terminal value growth rate by 3.5 % or an increase in discount rate by 1.0 % would result in an impairment charge for the Greater China reporting unit.

In conjunction with its April 1, 2024 annual goodwill impairment test, the Company recorded a goodwill impairment charge of $ 321.0  million during the second quarter of 2024 related to its JANZ reporting unit. The impairment charge was primarily the result of a 1.0 % increase in the discount rate and a 0.5 % reduction in the terminal growth rate assumption for the reporting unit compared with the assumptions used for the April 1, 2023 annual goodwill impairment test.
In the fourth quarter of 2023, the OTC Business met the criteria to be classified as held for sale. The Company allocated goodwill to its OTC Business using a relative fair value approach and recorded a goodwill impairment charge of $ 580.1  million in that quarter within the Europe (majority of the charge), JANZ and Emerging Markets reporting units. The goodwill impairment charge was the result of the estimated proceeds less selling costs from the planned divestiture of the OTC Business being below the carrying value of the net assets of the disposal group. Refer to Note 5 Divestitures for additional information.
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Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. In addition, changes in underlying assumptions, especially as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting units.

Intangible Assets, Net
Intangible assets consist of the following components at December 31, 2025 and 2024:

(In millions) Weighted Average Life (Years) Cost Accumulated Amortization Net Book Value
December 31, 2025
Product rights, licenses and other (1)
13 $ 34,506.8   $ 20,110.7   $ 14,396.1  
In-process research and development 706.0   —  706.0  
$ 35,212.8   $ 20,110.7   $ 15,102.1  
December 31, 2024
Product rights, licenses and other (1)
13 $ 33,348.5   $ 17,091.8   $ 16,256.7  
In-process research and development 814.2   —  814.2  
$ 34,162.7   $ 17,091.8   $ 17,070.9  

____________
(1) Represents amortizable intangible assets. Other intangible assets consist principally of customer lists and contractual rights.
During the year ended December 31, 2024, the Company recorded IPR&D assets of approximately $ 675.0 million as part of the Idorsia Transaction. Refer to Note 4 Acquisitions and Other Transactions for additional information.

Product rights and licenses are primarily comprised of the products marketed at the time of acquisition. These product rights and licenses relate to numerous individual products, the net book value of which, by product category, is as follows:

(In millions) Developed Markets Greater China JANZ Emerging Markets December 31, 2025
Brands $ 5,656.0   $ 4,355.3   $ 779.2   $ 2,319.2   $ 13,109.7  

Generics 972.0   6.1   167.0   141.3   1,286.4  
Total Product Rights and Licenses $ 6,628.0   $ 4,361.4   $ 946.2   $ 2,460.5   $ 14,396.1  

(In millions) Developed Markets Greater China JANZ Emerging Markets December 31, 2024
Brands $ 6,464.6   $ 4,779.7   $ 860.5   $ 2,583.9   $ 14,688.7  

Generics 1,214.6   8.7   183.8   160.8   1,567.9  
Total Product Rights and Licenses $ 7,679.2   $ 4,788.4   $ 1,044.3   $ 2,744.7   $ 16,256.6  

Amortization expense, intangible asset disposal & impairment charges and IPR&D intangible asset impairment charges (which are included as a component of amortization expense) are classified primarily within Cost of Sales in the consolidated statements of operations, and were as follows for the years ended December 31, 2025, 2024 and 2023:

Year ended December 31,
(In millions) 2025 2024 2023
Intangible asset amortization expense $ 2,349.8   $ 2,351.5   $ 2,317.1  
IPR&D intangible asset impairment charges 73.9   177.1   —  
Intangible asset disposal & impairment charges
—   7.5   32.0  
Total intangible asset amortization expense (including disposal & impairment charges) $ 2,423.7   $ 2,536.1   $ 2,349.1  

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On July 18, 2025, the Company announced that a randomized, double-masked, vehicle-controlled, Phase 3 study to evaluate the efficacy and safety of pimecrolimus 0.3% (MR-139) ophthalmic ointment in subjects with blepharitis did not meet its primary endpoint of complete resolution of debris after six weeks of twice daily dosing. During the fourth quarter of 2025, the Company made the decision not to proceed with an additional Phase 3 study. As a result, the Company fully impaired the related IPR&D asset and recorded impairment expense of $ 71.7  million in its consolidated statements of operations.
During 2024, the Company concluded that certain of its IPR&D assets were fully impaired due to unfavorable clinical results and/or changes in market conditions which led to the termination of the development programs.
The assessment for impairment of finite-lived intangibles is based on our ability to recover the carrying value of the long-lived assets or asset grouping by analyzing the expected future undiscounted pre-tax cash flows specific to the asset or asset grouping. If the carrying amount is greater than the undiscounted cash flows, the Company recognizes an impairment loss for the excess of the carrying amount over the estimated fair value based on discounted cash flows.
Significant management judgment is involved in estimating the recoverability of these assets and is dependent upon the accuracy of the assumptions used in making these estimates, as well as how the estimates compare to the eventual future operating performance of the specific asset or asset grouping. The fair value of finite-lived intangible assets was calculated as the present value of the estimated future net cash flows using a market rate of return. The assumptions inherent in the estimated future cash flows include, among other things, the impact of the current competitive environment and future market expectations. Any future long-lived assets impairment charges could have a material impact on the Company’s consolidated financial condition and results of operations.
During the year ended December 31, 2023, the Company recognized intangible asset charges of approximately $ 32.0  million, recorded within Cost of Sales in the consolidated statements of operations, to write down the disposal group to fair value, less cost to sell, related to our commercialization rights in the Upjohn Distributor Markets, which was classified as held for sal e. Refer to Note 5 Divestitures for additional information.
The Company’s IPR&D assets are tested at least annually for impairment or upon the occurrence of a triggering event. Impairment is determined to exist when the fair value of IPR&D assets, which is based upon updated forecasts and commercial development plans, is less than the carrying value of the assets being tested. The fair value of IPR&D was calculated as the present value of the estimated future net cash flows using a market rate of return. The assumptions inherent in the estimated future cash flows include, among other things, the impact of changes to the development programs, the projected development and regulatory time frames and the current competitive environment. Discount rates ranging between 14.5 % and 20.0 % were utilized in the valuations performed during the year ended December 31, 2025. Discount rates ranging between 11.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2024. Discount rates ranging between 10.0 % and 24.0 % were utilized in the valuations performed during the year ended December 31, 2023.
The fair value of both IPR&D and finite-lived intangible assets was determined based upon detailed valuations employing the income approach which utilized Level 3 inputs, as defined in Note 9 Financial Instruments and Risk Management . Changes to any of the Company’s assumptions including changes to or abandonment of development programs, regulatory timelines, discount rates or the competitive environment related to the assets could lead to future material impairment charges.
Intangible asset amortization expense for the years ending December 31, 2026 through 2030 is estimated to be as follows:

(In millions)
2026 $ 2,337  
2027 2,115  
2028 1,853  
2029 1,243  
2030 1,183  

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9. Financial Instruments and Risk Management
The Company is exposed to certain financial risks relating to its ongoing business operations. The primary financial risks that are managed by using derivative instruments are foreign currency risk and interest rate risk.
Foreign Currency Risk Management
In order to manage certain foreign currency risks, the Company enters into foreign exchange forward contracts to mitigate risk associated with changes in spot exchange rates of mainly non-functional currency denominated assets or liabilities. The foreign exchange forward contracts are measured at fair value and reported as current assets or current liabilities in the consolidated balance sheets. Any gains or losses on the foreign exchange forward contracts are recognized in earnings in the period incurred in the consolidated statements of operations.
The Company has also entered into forward contracts to hedge forecasted foreign currency denominated sales from certain international subsidiaries and a portion of forecasted intercompany inventory sales denominated in Euro, Japanese Yen, and Chinese Renminbi for up to eighteen months . These contracts are designated as cash flow hedges to manage foreign currency transaction risk and are measured at fair value and reported as current assets or current liabilities in the consolidated balance sheets. Any changes in the fair value of designated cash flow hedges are deferred in AOCE and are reclassified into earnings when the hedged item impacts earnings.
Net Investment Hedges
The Company may hedge the foreign currency risk associated with certain net investment positions in foreign subsidiaries by either borrowing directly in foreign currencies and designating all or a portion of the foreign currency debt as a hedge of the applicable net investment position or entering into foreign currency swaps that are designated as hedges of net investments.
The Company has designated certain Euro and Yen borrowings as a hedge of its investment in certain Euro-functional and Yen-functional currency subsidiaries in order to manage foreign currency translation risk. Borrowings designated as net investment hedges are marked-to-market using the current spot exchange rate as of the end of the period, with gains and losses included in the foreign currency translation component of AOCE until the sale or substantial liquidation of the underlying net investments. In addition, the Company manages the related foreign exchange risk of the Euro and Yen borrowings not designated as net investment hedges through certain Euro and Yen denominated financial assets and forward currency swaps.
The following table summarizes the principal amounts of the Company’s outstanding Euro and Yen borrowings and the notional amounts of the Euro and Yen borrowings designated as net investment hedges:

Notional Amount Designated as a Net Investment Hedge
(In millions)
Principal Amount December 31,
2025 December 31,
2024
Euro

1.362 % Euro Senior Notes due 2027
€ 850.0   € 850.0   € 850.0  
3.125 % Euro Senior Notes due 2028 (1)
750.0   750.0   750.0  
1.908 % Euro Senior Notes due 2032
1,250.0   1,250.0   1,250.0  

Euro Total € 2,850.0   € 2,850.0   € 2,850.0  

Yen
YEN Term Loan ¥ 40,000.0   ¥ 40,000.0   ¥ 40,000.0  
Yen Total ¥ 40,000.0   ¥ 40,000.0   ¥ 40,000.0  

____________
(1) In February 2026, the Company de-designated the € 750.0  million 3.125 % Euro Senior Notes due 2028 as net investment hedges.

At December 31, 2025, the principal amount of the Company’s outstanding Yen borrowings and the notional amount of the Yen borrowings designated as net investment hedges was $ 255.2  million.
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During the third quarter of 2023, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling Japanese Yen 14.6  billion with settlement dates through 2026. During the second quarter of 2024, the Company executed fixed-rate cross-currency interest rate swaps with notional amounts totaling € 500  million with settlement dates through 2026. The transactions hedge a portion of the Company’s net investment in certain Yen- and Euro-functional currency subsidiaries. All changes in the fair value of these derivative instruments, which are designated as net investment hedges, are marked-to-market using the current spot exchange rate as of the end of the period. The portion of these changes related to the excluded component will be amortized in interest expense over the life of the derivative while the remainder will be recorded in AOCE until the sale or substantial liquidation of the underlying net investments. The semiannual net interest payment received related to the fixed-rate component of the cross-currency interest rate swaps will be reflected in operating cash flows. During the third quarter of 2025, the Company terminated its Yen fixed-rate cross-currency interest rate swaps in exchange for $ 3.4  million in cash proceeds, net of fees.
During the fourth quarter of 2023, the Company executed foreign currency forward contracts with notional amounts totaling € 500  million. During the second quarter of 2024, the Company executed additional foreign currency forward contracts with notional amounts totaling € 600  million. The transactions hedged a portion of the Company’s net investment in certain Euro functional currency subsidiaries. The contracts were designated as a net investment hedge and matured in July 2024.
During the second quarter of 2025, the Company executed foreign currency forward contracts with notional amounts totaling Chinese Renminbi 1.42  billion (approximately $ 200  million) maturing in December 2026 and Chinese Renminbi 695  million (approximately $ 100  million) maturing in December 2027. The transactions hedge a portion of the Company’s net investment in certain Chinese Renminbi functional currency subsidiaries. The contracts were designated as net investment hedges.

Interest Rate Risk Management
The Company enters into interest rate swaps from time to time in order to manage interest rate risk associated with the Company’s fixed-rate and floating-rate debt. Interest rate swaps that meet specific accounting criteria are accounted for as fair value or cash flow hedges. All derivative instruments used to manage interest rate risk are measured at fair value and reported as current assets or current liabilities in the consolidated balance sheets. For fair value hedges, the changes in the fair value of both the hedging instrument and the underlying debt obligations are included in interest expense. For cash flow hedges, the change in fair value of the hedging instrument is deferred through AOCE and is reclassified into earnings when the hedged item impacts earnings.
Cash Flow Hedging Relationships
The Company’s interest rate swaps designated as cash flow hedges fix the interest rate on a portion of the Company’s variable-rate debt or hedge part of the Company’s interest rate exposure associated with the variability in the future cash flows attributable to changes in interest rates. Any changes in fair value are included in earnings or deferred through AOCE, depending on the nature and effectiveness of the offset. Any ineffectiveness in a cash flow hedging relationship is recognized immediately in earnings in the consolidated statements of operations.
Credit Risk Management
The Company regularly reviews the creditworthiness of its financial counterparties and does not expect to incur a significant loss from the failure of any counterparties to perform under any agreements. The Company is not subject to any obligations to post collateral under derivative instrument contracts. Certain derivative instrument contracts entered into by the Company are governed by master agreements, which contain credit-risk-related contingent features that would allow the counterparties to terminate the contracts early and request immediate payment should the Company trigger an event of default on other specified borrowings. The Company records all derivative instruments on a gross basis in the consolidated balance sheets. Accordingly, there are no offsetting amounts that net assets against liabilities.
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The following table summarizes the classification and fair values of derivative instruments in our consolidated balance sheets:

Asset Derivatives Liability Derivatives
(In millions) Balance Sheet Location December 31, 2025 Fair Value
December 31, 2024 Fair Value
Balance Sheet Location December 31, 2025 Fair Value
December 31, 2024 Fair Value

Derivatives designated as hedges:
Cross-currency interest rate swaps
Prepaid expenses & other current assets $ —   $ 24.1   Other current liabilities $ 50.1   $ —  
Foreign currency forward contracts Prepaid expenses & other current assets 6.5   39.2   Other current liabilities 21.5   —  
Foreign currency forward contracts
—  —  Other long-term obligations
2.7   —  
Total derivatives designated as hedges 6.5   63.3   74.3   —  
Derivatives not designated as hedges:
Foreign currency forward contracts Prepaid expenses & other current assets 77.7   198.3   Other current liabilities 95.0   125.8  
Total derivatives not designated as hedges 77.7   198.3   95.0   125.8  
Total derivatives $ 84.2   $ 261.6   $ 169.3   $ 125.8  

The following tables summarize information about the gains/(losses) incurred to hedge or offset operational foreign exchange or interest rate risk:

Amount of Gains/(Losses) Recognized in Earnings
Year Ended December 31,
(In millions) Location of Gain/(Loss) 2025 2024 2023
Derivative Financial Instruments in Net Investment Hedging Relationships:
Cross-currency interest rate swaps
Interest expense (2)
$ 11.7   $ 10.7   $ 1.8  
Derivative Financial Instruments Not Designated as Hedging Instruments:
Foreign currency option and forward contracts Other expense (income), net (2)
( 90.0 ) 72.5   56.3  
Total $ ( 78.3 ) $ 83.2   $ 58.1  

Amount of Gains/(Losses) Recognized in AOCE (Net of Tax) on Derivatives Amount of Gains/(Losses) Reclassified from AOCE into Earnings
Year Ended December 31, Year Ended December 31,
(In millions) Location of Gain/(Loss) 2025 2024 2023 2025 2024 2023
Derivative Financial Instruments in Cash Flow Hedging Relationships (1) :

Foreign currency forward contracts Net sales (3)
$ ( 29.5 ) $ 54.4   $ 44.3   $ 6.7   $ 29.6   $ 45.3  
Interest rate swaps Interest expense (3)
( 3.7 ) ( 4.7 ) ( 3.8 ) ( 4.8 ) ( 6.0 ) ( 4.8 )
Interest rate swaps Other expense (income), net (2)
—  —  —  —  ( 3.4 ) — 
Derivative Financial Instruments in Net Investment Hedging Relationships:

Cross-currency interest rate swaps
( 57.9 ) 20.5   ( 1.7 ) —  —  — 
Foreign currency forward contracts
( 6.9 ) 9.5   ( 18.3 ) 3.5   —  — 
Non-derivative Financial Instruments in Net Investment Hedging Relationships:
Foreign currency borrowings ( 321.9 ) 225.2   ( 120.1 ) —  —  — 
Total $ ( 419.9 ) $ 304.9   $ ( 99.6 ) $ 5.4   $ 20.2   $ 40.5  

____________
(1) At December 31, 2025, the Company expects that approximately $ 20.0 million of pre-tax net losses on cash flow hedges will be reclassified from AOCE into earnings during the next twelve months.
(2) Represents the location of the gain/(loss) recognized in earnings on derivatives.
(3) Represents the location of the gain/(loss) reclassified from AOCE into earnings.
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Fair Value Measurement
Fair value is based on the price that would be received from the sale of an identical asset or paid to transfer an identical liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy has been established that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1:         Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2:         Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.
Level 3:         Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value .

Financial assets and liabilities carried at fair value are classified in the tables below in one of the three categories described above:

December 31, 2025 December 31, 2024
(In millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Recurring fair value measurements
Financial Assets
Cash equivalents:
Money market funds $ 982.2   $ —  $ —  $ 387.7   $ —  $ — 
Total cash equivalents 982.2   —  —  387.7   —  — 
Equity securities:
Exchange traded funds 62.3   —  —  54.8   —  — 
Marketable securities 3.4   —  —  0.7   —  — 
Total equity securities 65.7   —  —  55.5   —  — 
CCPS in Biocon Biologics —  815.0   —  —  —  1,349.8  
Available-for-sale fixed income investments:
Corporate bonds —  14.1   —  —  12.9   — 
U.S. Treasuries —  20.2   —  —  17.2   — 
Agency mortgage-backed securities —  2.3   —  —  3.2   — 
Asset backed securities —  3.8   —  —  4.4   — 
Other —  0.3   —  —  0.3   — 
Total available-for-sale fixed income investments —  40.7   —  —  38.0   — 
Foreign exchange derivative assets —  84.2   —  —  237.5   — 
Interest rate swap derivative assets —  —   —  —  24.1   — 
Total assets at recurring fair value measurement $ 1,047.9   $ 939.9   $ —   $ 443.2   $ 299.6   $ 1,349.8  
Financial Liabilities
Foreign exchange derivative liabilities $ —  $ 119.2   $ —  $ —  $ 125.8   $ — 
Interest rate swap derivative liabilities
—  50.1   —  —  —  — 
Contingent consideration —  —  371.6   —  —  556.1  
Total liabilities at recurring fair value measurement $ —  $ 169.3   $ 371.6   $ —  $ 125.8   $ 556.1  

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For financial assets and liabilities that utilize Level 2 inputs, the Company utilizes both direct and indirect observable price quotes, including interest rate yield curves, foreign exchange forward prices and bank price quotes. For the years ended December 31, 2025 and 2024, there were no transfers between Level 1 and 2 of the fair value hierarchy. Below is a summary of valuation techniques for the Company’s financial assets and liabilities:
• Cash equivalents — valued at observable net asset value prices.
• Equity securities, exchange traded funds — valued at the active quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date. Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net , in the consolidated statements of operations.
• Equity securities, marketable securities — valued using quoted stock prices from public exchanges at the reporting date. Unrealized gains and losses attributable to changes in fair value are included in Other Expense (Income), Net , in the consolidated statements of operations.
• CCPS in Biocon Biologics — The Company elected the fair value option for the CCPS under ASC 825 . The fair value is reassessed quarterly and any change in the fair value estimate is recorded in Other Expense (Income), Net in the consolidated statements of operations for that period. As of December 31, 2024, the CCPS were valued using a Monte Carlo simulation model using Level 3 inputs. As a result of the execution of the definitive agreements with Biocon and the corresponding availability of observable inputs (refer to Note 5 Divestitures for more information), the fair value of the CCPS in Biocon Biologics of $ 815.0  million was transferred out of Level 3 to Level 2 classification of the fair value hierarchy during the year ended December 31, 2025. The Company’s policy regarding the timing of transfers between levels is to measure and record the transfers at the end of the reporting period. During the years ended December 31, 2025, 2024, and 2023, the Company recorded a loss (gain) of $ 534.8  million, $( 373.5 ) million, and $ 21.1  million, respectively, as a result of remeasuring the CCPS in Biocon Biologics to fair value. The Company’s CCPS in Biocon Biologics are classified as equity securities and are included in Other Assets in the consolidated balance sheets.
• Available-for-sale fixed income investments — valued at the quoted market prices from broker or dealer quotations or transparent pricing sources at the reporting date. Unrealized gains and losses attributable to changes in fair value, net of income taxes, are included in accumulated other comprehensive loss as a component of shareholders’ equity.
• Interest rate swaps and foreign exchange derivative assets and liabilities — valued using interest yield curves, quoted forward foreign exchange prices and spot rates at the reporting date. Counterparties to these contracts are highly rated financial institutions.
Contingent Consideration
In December 2011, the Company completed the acquisition of the exclusive worldwide rights to develop, manufacture and commercialize a generic equivalent to GlaxoSmithKline’s Advair Diskus® incorporating Pfizer’s Respiratory Delivery Platform. The Company accounted for this transaction as a purchase of a business and utilized the acquisition method of accounting. On January 30, 2019, the Company received FDA approval of Wixela Inhub® (fluticasone propionate and salmeterol inhalation powder, USP), the first generic of GlaxoSmithKline’s Advair Diskus®. The commercial launch of the Wixela Inhub® occurred in February 2019. As of December 31, 2025 and 2024, the Company had a contingent consideration liability of $ 64.6 million and $ 176.3  million, respectively, related to the Respiratory Delivery Platform.
As of December 31, 2025 and 2024, the Company had a contingent consideration liability of $ 307.0  million and $ 378.0  million, respectively, related to the Idorsia Transaction. As a result of the February 25, 2025 letter agreement entered into that amended certain terms of the original development agreement for selatogrel and cenerimod, the Company recorded a fair value adjustment gain of approximately $ 107.0  million during the three months ended March 31, 2025. Refer to Note 4 Acquisitions and Other Transactions for additional information.

The measurement of these contingent consideration liabilities is calculated using unobservable Level 3 inputs based on the Company’s own assumptions primarily related to the probability and timing of future events, including the timing of additional potential competition, and payments which are discounted using a market rate of return. At December 31, 2025 and 2024, discount rates ranging from 8.5 % to 19.0 %, and 9.0 % to 19.0 %, respectively, were utilized in the valuations. Significant changes in unobservable inputs could result in material changes to the contingent consideration liabilities.
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A rollforward of the activity in the Company’s fair value of contingent consideration from December 31, 2023 to December 31, 2025 is as follows:

(In millions) Current Portion (1)
Long-Term Portion (2)
Total Contingent Consideration
Balance at December 31, 2023 $ 76.1   $ 139.0   $ 215.1  

Payments ( 97.0 ) —   ( 97.0 )
Acquisition
—   345.0   345.0  
Reclassifications 80.4   ( 80.4 ) —  
Accretion —   38.2   38.2  
Fair value loss (3)
—   54.8   54.8  

Balance at December 31, 2024 $ 59.5   $ 496.6   $ 556.1  
Payments ( 37.6 ) —   ( 37.6 )

Reclassifications 8.4   ( 8.4 ) —  
Accretion —   4.5   4.5  
Fair value gain (3)
( 1.8 ) ( 149.6 ) ( 151.4 )
Balance at December 31, 2025 $ 28.5   $ 343.1   $ 371.6  

____________
(1) Included in other current liabilities in the consolidated balance sheets.
(2) Included in other long-term obligations in the consolidated balance sheets.
(3) Included in litigation settlements and other contingencies, net in the consolidated statements of operations.
Although the Company has not elected the fair value option for financial assets and liabilities other than the CCPS, any future transacted financial asset or liability will be evaluated for the fair value election.
Available-for-Sale Securities
The amortized cost and estimated fair value of available-for-sale securities were as follows:

(In millions) Balance Sheet Location Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair
Value
December 31, 2025
Available-for-sale fixed income investments Prepaid expenses and other current assets $ 40.4   $ 0.3   $ —   $ 40.7  
$ 40.4   $ 0.3   $ —   $ 40.7  
December 31, 2024
Available-for-sale fixed income investments Prepaid expenses and other current assets $ 38.9   $ —   $ ( 0.9 ) $ 38.0  
$ 38.9   $ —   $ ( 0.9 ) $ 38.0  

Maturities of available-for-sale fixed income investments at fair value as of December 31, 2025, were as follows:

(In millions)  
Mature within one year $ 0.3  
Mature in one to five years 23.3  
Mature in five years and later 17.1  
$ 40.7  

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10. Debt
The following provides an overview of the Company’s short-term credit facilities.
Receivables Facility
The Company has a Receivables Facility for up to an aggregate amount of $ 600 million which expires in April 2028. Under the terms of the Receivables Facility, certain of our accounts receivable secure the amounts borrowed and cannot be used to pay our other debts or liabilities. The amount that we may borrow at a given point in time is determined based on the amount of qualifying accounts receivable that are present at such point in time.
Borrowings outstanding under the Receivables Facility bear interest at the applicable base rate plus applicable margins and are included as a component of short-term borrowings, while the accounts receivable securing these obligations remain as a component of accounts receivable, net, in our consolidated balance sheets. In addition, the agreement governing the Receivables Facility contains various customary affirmative and negative covenants, and customary default and termination provisions with which the Company was compliant as of December 31, 2025. As of December 31, 2025 and 2024, the Company had $ 409.4 million and $ 484.1 million, respectively, of accounts receivable balances sold to its subsidiary Mylan Securitization LLC under the Receivables Facility.
Long-Term Debt
A summary of long-term debt is as follows:

($ in millions) Interest Rate as of December 31, 2025 December 31,
2025 December 31,
2024
Current portion of long-term debt:
2026 Senior Notes ** 3.950   % $ 1,674.3   $ —  
YEN Term Loan Facility Variable 255.2   —  
Other 1.0   0.6  
Deferred financing fees ( 0.6 ) —  
Current portion of long-term debt $ 1,929.9   $ 0.6  

Non-current portion of long-term debt:

2026 Senior Notes ** 3.950   % $ —   $ 1,672.8  
2027 Euro Senior Notes **** 1.362   % 1,011.5   899.4  
2027 Senior Notes *** 2.300   % 758.6   764.2  
2028 Euro Senior Notes ** 3.125   % 878.5   773.7  
2028 Senior Notes * 4.550   % 749.5   749.3  
2030 Senior Notes *** 2.700   % 1,488.8   1,497.0  
2032 Euro Senior Notes **** 1.908   % 1,549.2   1,376.2  
2040 Senior Notes *** 3.850   % 1,630.1   1,637.1  
2043 Senior Notes * 5.400   % 497.6   497.5  
2046 Senior Notes ** 5.250   % 999.9   999.9  
2048 Senior Notes * 5.200   % 747.9   747.9  
2050 Senior Notes *** 4.000   % 2,186.8   2,191.6  
YEN Term Loan Facility Variable —   254.4  

Other 2.7   2.2  
Deferred financing fees ( 20.5 ) ( 24.3 )
Long-term debt $ 12,480.6   $ 14,038.9  

____________    
*     Instrument was issued by Mylan Inc.
**      Instrument was originally issued by Mylan N.V.; now held by Utah Acquisition Sub Inc.
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***      Instrument was issued by Viatris Inc.
****      Instrument was issued by Upjohn Finance B.V.
Senior Notes
Assumptions and Guarantees of Senior Unsecured Notes
Viatris Inc. is the issuer of the Upjohn U.S. Dollar Notes, which are fully and unconditionally guaranteed on a senior unsecured basis by Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc.
Upjohn Finance B.V. is the issuer of senior unsecured notes denominated in euros pursuant to an indenture dated June 23, 2020, which are fully and unconditionally guaranteed on a senior unsecured basis by Viatris Inc., Mylan Inc., Mylan II B.V. and Utah Acquisition Sub Inc.

Following the Combination, Utah Acquisition Sub Inc. is the issuer of the Utah U.S. Dollar Notes and the Utah Euro Notes, which are each fully and unconditionally guaranteed on a senior unsecured basis by Mylan Inc., Viatris Inc. and Mylan II B.V.

Mylan Inc. is the issuer of the Mylan Inc. U.S. Dollar Notes, which are each fully and unconditionally guaranteed on a senior unsecured basis by Mylan II B.V., Viatris Inc. and Utah Acquisition Sub Inc.

Senior Notes Repayment
On September 16, 2024, Viatris and Mylan Inc. completed cash tender offers for their then-outstanding 1.650 % Senior Notes due 2025 (the “2025 Senior Notes”) and 2.125 % Senior Notes due 2025 (the “2025 Euro Senior Notes”), respectively. Viatris paid $ 422.3  million to repurchase $ 432.0  million aggregate principal amount of the 2025 Senior Notes at a repurchase price equal to 97.8 % of the aggregate principal amount of the 2025 Senior Notes accepted for tender, and also paid accrued and unpaid interest. Mylan Inc. paid € 206.9  million to repurchase € 208.1  million aggregate principal amount of the 2025 Euro Senior Notes at a repurchase price equal to 99.4 % of the aggregate principal amount of the 2025 Euro Senior Notes accepted for tender, and also paid accrued and unpaid interest. On September 20, 2024, Utah Acquisition Sub Inc. also completed a cash tender offer for its then-outstanding 3.950 % Senior Notes due 2026 (the “2026 Senior Notes” and, together with the 2025 Senior Notes and the 2025 Euro Senior Notes, the “Senior Notes”) and paid $ 572.5  million to repurchase $ 575.0  million aggregate principal amount at a repurchase price equal to 99.6 % of the aggregate principal amount of the 2026 Senior Notes accepted for tender, and also paid accrued and unpaid interest.
On September 16, 2024, after completing the tender offer, the Company irrevocably deposited with the trustee under the indenture governing the 2025 Senior Notes, U.S. government obligations in an amount sufficient to fund the payment of accrued and unpaid interest and the remaining $ 318.0  million aggregate principal amount as it becomes due. After the deposit of such funds with the trustee, the Company’s obligations under the 2025 Senior Notes Indenture with respect to the 2025 Senior Notes were satisfied and discharged. In addition, on September 16, 2024, after completing the tender offer, Mylan Inc. issued a notice of redemption for the remaining € 291.9  million aggregate principal amount of the 2025 Euro Senior Notes and such redemption was completed on October 16, 2024.

The tender offers and satisfaction and discharge of the Senior Notes were completed using cash and cash equivalents on hand and accounted for as a debt extinguishment. The total gain recognized on the debt extinguishment (net of the write off of related unamortized deferred financing fees) for the year ended December 31, 2024 was $ 16.5  million and is included within Other Expense (Income), Net in the consolidated statements of operations.

YEN Term Loan Facility and 2024 Revolving Facility
In July 2021, Viatris entered into the ¥ 40  billion YEN Term Loan Facility with various syndicates of banks. The YEN Term Loan Facility will mature in July 2026. On September 27, 2024, Viatris entered into a $ 3.5  billion amended and restated revolving credit agreement (the “2024 Revolving Facility”) with a syndicate of banks. The 2024 Revolving Facility bears interest at variable rates based on current market conditions and will mature in September 2029.
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The YEN Term Loan Facility and the 2024 Revolving Facility contain customary affirmative covenants for facilities of this type, including among others, covenants pertaining to the delivery of financial statements, notices of default and certain material events, maintenance of corporate existence and rights, property, and insurance and compliance with laws, as well as customary negative covenants for facilities of this type, including a financial covenant, which require maintenance of a Maximum Leverage Ratio no greater than 3.75 to 1.00 as of the last day of any fiscal quarter, except in circumstances as defined in the related credit agreement, and other limitations on the incurrence of subsidiary indebtedness, liens, mergers and certain other fundamental changes, investments and loans, acquisitions, transactions with affiliates, payments of dividends and other restricted payments and changes in our lines of business. Up to $ 1.65 billion of the 2024 Revolving Facility may be used to support borrowings under our Commercial Paper Program.
Fair Value
At December 31, 2025 and 2024, the aggregate fair value of the Company’s outstanding notes was approximately $ 11.99 billion and $ 11.53 billion, respectively. The fair values of the outstanding notes were valued at quoted market prices from broker or dealer quotations and were classified as Level 2 in the fair value hierarchy.
Mandatory minimum repayments remaining on the notional amount of outstanding long-term debt at December 31, 2025 were as follows for each of the years ending December 31:

(In millions) Total
2026 $ 1,930  
2027 1,748  
2028 1,631  
2029 —  
2030 1,450  
Thereafter 7,218  
Total $ 13,977  

11. Comprehensive (Loss) Earnings
Accumulated other comprehensive loss, as reflected in the consolidated balance sheets, is comprised of the following:

(In millions) December 31, 2025 December 31, 2024
Accumulated other comprehensive loss:
Net unrealized loss on available-for-sale fixed income securities, net of tax $ ( 0.4 ) $ ( 1.2 )
Net unrecognized gain and prior service cost related to defined benefit plans, net of tax 279.6   254.2  
Net unrecognized loss on derivatives in cash flow hedging relationships, net of tax ( 3.1 ) 32.3  
Net unrecognized gain on derivatives in net investment hedging relationships, net of tax 105.1   492.6  
Foreign currency translation adjustment ( 3,088.2 ) ( 3,990.8 )
$ ( 2,707.0 ) $ ( 3,212.9 )

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Components of accumulated other comprehensive (loss) earnings, before tax, consist of the following:

Year Ended December 31, 2025
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-For-Sale Fixed Income Securities Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at December 31, 2024, net of tax $ 32.3   $ 492.6   $ ( 1.2 ) $ 254.2   $ ( 3,990.8 ) $ ( 3,212.9 )
Other comprehensive earnings (loss) before reclassifications, before tax ( 41.7 ) ( 497.6 ) 1.0   6.4   902.6   370.7  
Amounts reclassified from accumulated other comprehensive earnings (loss), before tax:
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 6.7 ) ( 6.7 ) ( 6.7 )
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.8   4.8   4.8  

Amortization of prior service costs included in other expense (income), net 0.1   0.1  
Amortization of actuarial loss included in SG&A 21.4   21.4  
Net other comprehensive earnings (loss), before tax ( 43.6 ) ( 497.6 ) 1.0   27.9   902.6   390.3  
Income tax provision (benefit) ( 8.2 ) ( 110.1 ) 0.2   2.5   —   ( 115.6 )

Balance at December 31, 2025, net of tax $ ( 3.1 ) $ 105.1   $ ( 0.4 ) $ 279.6   $ ( 3,088.2 ) $ ( 2,707.0 )

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Year Ended December 31, 2024
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-For-Sale Fixed Income Securities Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at December 31, 2023, net of tax $ ( 8.0 ) $ 237.1   $ ( 1.2 ) $ 271.4   $ ( 3,246.7 ) $ ( 2,747.4 )
Other comprehensive earnings (loss) before reclassifications, before tax 73.6   325.4   ( 0.1 ) ( 36.4 ) ( 744.1 ) ( 381.6 )
Amounts reclassified from accumulated other comprehensive earnings (loss), before tax:
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 29.6 ) ( 29.6 ) ( 29.6 )
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 6.0   6.0   6.0  
Loss on interest rate swaps classified as cash flow hedges, included in other expense (income), net 3.4   3.4   3.4  

Amortization of prior service costs included in other expense (income), net ( 2.2 ) ( 2.2 )
Amortization of actuarial loss included in SG&A 18.0   18.0  
Net other comprehensive earnings (loss), before tax 53.4   325.4   ( 0.1 ) ( 20.6 ) ( 744.1 ) ( 386.0 )
Income tax provision (benefit) 13.1   69.9   ( 0.1 ) ( 3.4 ) —   79.5  

Balance at December 31, 2024, net of tax $ 32.3   $ 492.6   $ ( 1.2 ) $ 254.2   $ ( 3,990.8 ) $ ( 3,212.9 )

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Year Ended December 31, 2023
Gains and Losses on Derivatives in Cash Flow Hedging Relationships Gains and Losses on Net Investment Hedges Gains and Losses on Available-For-Sale Fixed Income Securities Defined Pension Plan Items Foreign Currency Translation Adjustment Totals
(In millions) Foreign Currency Forward Contracts Interest Rate Swaps Total
Balance at December 31, 2022, net of tax $ ( 18.5 ) $ 377.0   $ ( 2.3 ) $ 268.5   $ ( 3,385.9 ) $ ( 2,761.2 )
Other comprehensive earnings (loss) before reclassifications, before tax 54.4   ( 178.5 ) 1.5   ( 37.3 ) 139.2   ( 20.7 )
Amounts reclassified from accumulated other comprehensive earnings (loss), before tax:
Gain on foreign exchange forward contracts classified as cash flow hedges, included in net sales ( 45.3 ) ( 45.3 ) ( 45.3 )
Loss on interest rate swaps classified as cash flow hedges, included in interest expense 4.8   4.8   4.8  
Gain on divestiture of defined pension plan included in SG&A ( 3.0 ) ( 3.0 )
Amortization of prior service costs included in other expense (income), net ( 0.3 ) ( 0.3 )
Amortization of actuarial loss included in SG&A 21.9   21.9  
Net other comprehensive earnings (loss), before tax 13.9   ( 178.5 ) 1.5   ( 18.7 ) 139.2   ( 42.6 )
Income tax (benefit) provision 3.4   ( 38.6 ) 0.4   ( 21.6 ) —   ( 56.4 )

Balance at December 31, 2023, net of tax $ ( 8.0 ) $ 237.1   $ ( 1.2 ) $ 271.4   $ ( 3,246.7 ) $ ( 2,747.4 )

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12. Income Taxes
The income tax (benefit) provision consisted of the following components:

  Year Ended December 31,
(In millions) 2025 2024 2023
U.S. Federal:
Current $ ( 109.4 ) $ 113.0   $ 2.6  
Deferred ( 301.7 ) ( 113.2 ) 293.4  
( 411.1 ) ( 0.2 ) 296.0  
U.S. State:
Current ( 5.7 ) 7.2   1.9  
Deferred 0.8   ( 7.2 ) 2.6  
( 4.9 ) —   4.5  
Non-U.S.:
Current 441.5   658.4   530.8  
Deferred ( 175.6 ) ( 647.2 ) ( 683.1 )
265.9   11.2   ( 152.3 )
Income tax (benefit) provision $ ( 150.1 ) $ 11.0   $ 148.2  
(Loss) earnings before income taxes:

United States ( 1,754.1 ) ( 571.9 ) ( 951.5 )
Foreign - Other ( 1,910.9 ) ( 51.3 ) 1,154.4  
Total (loss) earnings before income taxes $ ( 3,665.0 ) $ ( 623.2 ) $ 202.9  

For all periods presented, the allocation of earnings before income taxes between U.S. and non-U.S. operations includes intercompany interest allocations between certain domestic and foreign subsidiaries. These amounts are eliminated on a consolidated basis.
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Temporary differences and carry-forwards that result in deferred tax assets and liabilities were as follows:

(In millions) December 31, 2025 December 31, 2024
Deferred tax assets:
Employee benefits $ 122.3   $ 138.5  
Litigation reserves 99.8   79.6  
Accounts receivable allowances 340.7   392.2  
Inventory 130.9   129.3  
Tax credit and loss carry-forwards 1,609.7   1,482.9  
Operating lease assets 57.3   50.8  
Interest expense 131.9   96.8  
Intangible assets 361.5   241.7  
Other 295.2   273.5  
3,149.3   2,885.3  
Less: Valuation allowance ( 1,436.6 ) ( 1,233.4 )
Total deferred tax assets 1,712.7   1,651.9  
Deferred tax liabilities:
Plant and equipment 57.7   56.3  
Operating lease liabilities 57.3   50.8  
Intangible assets and goodwill 1,296.9   1,695.8  
Equity investments 46.1   164.6  
Other 85.5   39.3  
Total deferred tax liabilities 1,543.5   2,006.8  
Deferred tax liabilities, net $ 169.2   $ ( 354.9 )

For those foreign subsidiaries whose investments are permanent in duration, income and foreign withholding taxes have not been provided on the unremitted earnings of those subsidiaries. This amount may become taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of any unrecognized deferred income tax liability on these unremitted earnings is not practicable as such determination involves material uncertainties about the potential extent and timing of any distributions, the availability and complexity of calculating foreign tax credits, and the potential indirect tax consequences of such distributions, including withholding taxes.
A reconciliation of the U.S. statutory federal income tax rate of 21.0 % to our effective tax rate from continuing operations after the adoption of ASU 2023-09 is as follows:
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Year Ended December 31,
2025
(In millions, except %s)
Amount Percent
U.S. federal statutory tax rate $ ( 769.7 ) 21.0   %
Statutory and local income taxes, net of federal income tax effect (a)
( 2.7 ) 0.1   %
Foreign tax effects:
Italy
Nondeductible goodwill impairment 138.1   ( 3.8 ) %
Other ( 4.9 ) 0.1   %
Ireland
Valuation allowance 89.9   ( 2.5 ) %
Other ( 13.6 ) 0.4   %
Sweden
Nondeductible goodwill impairment 99.1   ( 2.7 ) %
Other ( 3.0 ) 0.1   %
Singapore

Nontaxable income ( 56.9 ) 1.6   %
Impact of incentive rates ( 84.8 ) 2.3   %
Nondeductible goodwill impairment 36.6   ( 1.0 ) %
Other ( 2.4 ) 0.1   %
Switzerland
Statutory rate difference 39.6   ( 1.1 ) %
Withholding taxes 61.5   ( 1.7 ) %

Other ( 5.0 ) 0.1   %
India

Changes in valuation allowance 111.5   ( 3.0 ) %
Other ( 19.0 ) 0.5   %
Puerto Rico
Statutory rate difference 40.1   ( 1.1 ) %
Impacts of incentive rates ( 85.0 ) 2.3   %
Other 0.6   —   %
Luxembourg 51.8   ( 1.4 ) %
Canada 42.8   ( 1.2 ) %
France 41.6   ( 1.1 ) %
Other foreign jurisdictions 168.4   ( 4.6 ) %

Effect of cross-border tax laws:
Global intangible low tax income, net of tax credits 48.6   ( 1.3 ) %
Subpart F, net of tax credits 33.4   ( 0.9 ) %
Branch impacts, inclusive of tax credits ( 117.0 ) 3.2   %
Other ( 5.7 ) 0.2   %
Tax credits:
Research and development tax credits ( 8.0 ) 0.2   %
Changes in valuation allowance ( 84.5 ) 2.3   %
Nontaxable or nondeductible items:
Nondeductible goodwill impairment 75.3   ( 2.1 ) %
Other Items 32.0   ( 0.9 ) %

Changes in unrecognized tax benefits (b)
19.9   ( 0.5 ) %
Other adjustments ( 18.7 ) 0.5   %
Effective tax rate $ ( 150.1 ) 4.1   %

____________    
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(a) State taxes in California made up the majority (greater than 50%) of the tax effect in this category.
(b) Includes interest and penalty accruals and reversals.
A reconciliation of the U.S. statutory federal income tax rate of 21.0 % to our effective tax rate from continuing operations for the years prior to the adoption of ASU 2023-09 is as follows:

  Year Ended December 31,
  2024 2023
Statutory tax rate 21.0   % 21.0   %

Research credits 2.2   % ( 5.2 ) %
Foreign rate differential 11.2   % ( 58.8 ) %
Recognition of tax carryforwards 114.7   % 1.5   %
Goodwill impairment ( 10.7 ) % 60.8   %
State income taxes and credits ( 0.2 ) % ( 3.9 ) %
Tax settlements and resolution of certain tax positions ( 2.6 ) % 14.2   %

Impact of the Combination and divestitures 5.5   % 11.2   %
Incremental U.S. tax on foreign earnings 9.9   % 69.4   %
Valuation allowance ( 137.0 ) % 10.9   %
Deferred tax impact of tax law changes 0.7   % ( 1.0 ) %
Withholding taxes ( 4.3 ) % 7.4   %

Deferred tax impact of internal restructuring ( 8.3 ) % ( 74.0 ) %
Other items ( 3.9 ) % 19.5   %
Effective tax rate ( 1.8 ) % 73.0   %

In all years, our effective tax rate is impacted by the jurisdictional location of earnings and the corresponding tax rates in those jurisdictions. The Company realizes benefits from lower tax rates in Singapore and Puerto Rico due to manufacturing and other incentives.
During the year ended December 31, 2024, as a result of legislation changes surrounding Pillar Two Global Anti-Base Erosion Rules (“Pillar Two Rules”), the Company recognized $ 734.6  million of previously unrecorded Luxembourg net operating losses which are offset by a corresponding valuation allowance.
Valuation Allowance
A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2025, a valuation allowance has been applied to certain deferred tax assets in the amount of $ 1.44 billion.
When assessing the realizability of deferred tax assets, management considers all available evidence, including historical information, long-term forecasts of future taxable income and possible tax planning strategies. Amounts recorded for valuation allowances can result from a complex series of estimates, assumptions and judgments about future events. Due to the inherent uncertainty involved in making these estimates, assumptions and judgments, actual results could differ materially. Any future increases to the Company’s valuation allowances could materially impact the Company’s consolidated financial condition and results of operations.
Net Operating Losses
As of December 31, 2025, the Company had the following carryforwards and attributes:
• U.S. federal net operating loss carryforwards of $ 214.6 million, which were recorded in connection with the Oyster Point acquisition. While the utilization of these carryforwards is subject to Section 382 of the Code, the Company does not anticipate that this limitation will impair our ability to utilize the carryovers.
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• U.S. state income tax loss carryforwards of approximately $ 3.50 billion, which are largely offset by a valuation allowance.
• Non-U.S. net operating loss carryforwards of approximately $ 4.84 billion, of which $ 2.24 billion can be carried forward indefinitely, with the remaining $ 2.60 billion expiring in years 2026 through 2045.
• U.S. and foreign credit carryovers of $ 307.2 million, expiring in various amounts through 2043.
• Anticipatory foreign tax credits of $ 24.3 million which will generate from the reversal of future taxable income in certain non-U.S. jurisdictions which are taxed both in their local jurisdictions and in the U.S.
On November 16, 2020, the Company had a change in ownership pursuant to Section 382 of the Code. Under this provision of the Code, the utilization of any NOL or tax credit carryforwards incurred prior to the date of ownership change may be limited. Analyses of the limits for each ownership change indicates the annual limitation would not impair the Company's ability to utilize our U.S. federal credit carryovers. While state loss carryforwards may be limited by Section 382 of the Code, the carryforwards are largely offset by a valuation allowance.
Legislative Updates
On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”), which contains a broad range of tax reform provisions affecting businesses, including permanent extensions of most expiring Tax Cuts and Jobs Act provisions and international tax changes. The OBBBA did not have a significant impact on the Company’s provision for income taxes and deferred tax assets for the year ended December 31, 2025. We will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 into law, which includes a new corporate alternative minimum tax (“CAMT”) and an excise tax of 1% on the fair market value of net stock repurchases. Both provisions are effective for years after December 31, 2022. The Company reflected the applicable estimated excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability in Other current liabilities in our consolidated balance sheets as of December 31, 2025 and 2024. The share repurchase and authorization amounts otherwise disclosed in this Form 10-K exclude the excise tax. The Company does not anticipate being subject to the 15% CAMT tax in 2025 based on enacted law and regulatory guidance; however, its CAMT status could change in the future, depending on new regulations or regulatory guidance issued by the U.S. Department of the Treasury, including with respect to the OBBBA.

In addition, many countries are actively considering or have proposed or enacted changes to their tax laws based on the Pillar Two Rules proposed by the OECD. The Pillar Two Rules impose a global minimum tax of 15%, and under these rules, the Company may be required to pay a “top-up” tax to the extent our effective tax rate in any given country is below 15%. Several countries have enacted the Pillar Two Rules effective January 1, 2024, with many countries postponing implementation to January 1, 2025 or later, if at all. After determining which jurisdictions are not required to calculate a Pillar Two liability as a result of the existing safe harbors, the Company has determined that while the impact of the Pillar Two Rules in the countries that have enacted such rules effective for tax years ending on or before December 31, 2025 did increase its effective tax rate, the impact is not material to its results for the year ended December 31, 2025. The Company will continue to monitor and evaluate the evolving tax legislation in the jurisdictions in which it operates which could impact future tax provision and financial results, such as the Side-by-Side (“SbS”) package announced by the OECD on January 5, 2026. The package introduces simplifications and new safe harbors for U.S. and other multinational companies where domestic and international tax systems meet robust requirements to coexist with Pillar Two which would fully exempt U.S. parented groups from the application of two of the three Pillar Two top up taxes and also extends the current Transitional Country-by-Country Reporting (CbCR) Safe Harbor by one year, through the end of fiscal year of 2027.

Tax Examinations
The Company is subject to income taxes and tax audits in many jurisdictions. A certain degree of estimation is thus required in recording the assets and liabilities related to income taxes. Tax audits and examinations can involve complex issues, interpretations, and judgments and the resolution of matters that may span multiple years, particularly if subject to litigation or negotiation.
Although the Company believes that adequate provisions have been made for these uncertain tax positions, the Company’s assessment of uncertain tax positions, including those arising from legal entity restructuring transactions in connection with the Combination, is based on estimates and assumptions that the Company believes are reasonable but the
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estimates for unrecognized tax benefits and potential tax benefits may not be representative of actual outcomes, and variations from such estimates could materially affect the Company’s financial condition, results of operations or cash flows in the period of resolution, settlement or when the statutes of limitations expire.
The Company is subject to ongoing IRS examinations. The years 2020 through 2024 are open years, with 2020 and 2021 under examination.
Several international audits are currently in progress. In some cases, the tax auditors have proposed adjustments or issued assessments to our tax positions, including with respect to intercompany transactions, and we are in ongoing discussions with some of the auditors regarding the validity of their tax positions.
In instances where assessments have been issued, we disagree with these assessments and believe they are without merit and incorrect as a matter of law. As a result, we anticipate that certain of these matters may become the subject of litigation before tax courts where we intend to vigorously defend our position.
In Australia, the tax authorities issued notices of assessments to the Company for the years ended December 2009 to December 2020, subject to additional interest and penalties, concerning our tax position with respect to certain intercompany transactions. The tax authorities denied our objections to the assessments for the years ended December 2009 to December 2020 and we commenced litigation in the Australian Federal Court challenging those decisions. A trial took place in October 2023 and on March 20, 2024, the Court issued a decision in favor of the Company. The tax authorities did not appeal the Court decision. The Company made a partial payment of $ 56.0  million in 2021 and $ 5.2  million in 2022 in order to stay potential interest and penalties resulting from this litigation, which was refunded in 2024.

In France, the tax authorities issued notices of assessments to the Company for the years ended December 2013 to December 2015 concerning our tax position with respect to whether income earned by a Company entity not domiciled in France should be subject to French tax. We commenced litigation before the French tax courts where the tax authorities are seeking unpaid taxes, penalties, and interest. In February 2026, the first instance tax court upheld the Company’s tax position and fully cancelled the notices of assessment.

In India, the tax authorities have issued notices of assessments to the Company seeking unpaid taxes and interest for the financial years covering 2013 to 2018 concerning our tax position with respect to certain corporate tax deductions and certain intercompany transactions. Some of these issues were resolved through the Company entering into an agreement with the tax authorities in March 2023 in respect of the pricing of its international transactions. The Company recorded tax expense of approximately     $ 22.3  million during the year ended December 31, 2023, due to the terms of this agreement. The remaining issues are in the audit phase or are being challenged in the Indian tax courts.
In Italy, the tax authorities have issued notices of assessments to the Company for the years ended December 2016 to December 2018, seeking unpaid taxes, penalties, and interest, concerning our tax position with respect to certain intercompany transactions. We have commenced litigation before the Italian tax courts challenging those assessments and, to date, the Company’s position has been upheld, subject to further appeal by the tax authorities.

In 2020, the Swedish Tax Authorities (“STA”) asserted an underpayment of tax against Meda A.B. for the tax years 2014 to 2019. The claim was that profits earned by its Luxembourg subsidiary should have been attributed to Meda A.B. The Company appealed the STA’s assessment to the Administrative Court of Stockholm. On September 16, 2022, the Court ruled in favor of Meda A.B. that no tax was due. The STA appealed that decision. On April 10, 2024, the Administrative Court of Appeals overturned the lower Court’s ruling and issued a decision in favor of the STA upholding its original assessment. The amount due including interest and penalties is approximately $ 18.2  million, which was paid during the second quarter of 2024. The Company’s petition seeking review of the decision to the Supreme Administrative Court was denied and this matter is now closed.

The Company has recorded a net reserve for uncertain tax positions of $ 293.6  million and $ 277.0  million, including interest and penalties, in connection with its international audits at December 31, 2025 and 2024, respectively. In connection with our international tax audits, it is possible that we will incur material losses above the amounts reserved.
The Company’s major U.S. state taxing jurisdictions remain open from fiscal year 2015 through 2024, with several state audits currently in progress. The Company’s major international taxing jurisdictions remain open from 2013 through 2024.
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Accounting for Uncertainty in Income Taxes
The impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority must be recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained.
As of December 31, 2025 and 2024, the Company’s consolidated balance sheets reflect net liabilities for unrecognized tax benefits of $ 263.2 million and $ 255.7 million, respectively, of which $ 192.9  million as of December 31, 2025 would affect the Company’s effective tax rate if recognized, with the remainder being offset by potential correlative adjustments. Related accrued interest and penalties included in the consolidated balance sheets were $ 110.5 million and $ 106.4 million as of December 31, 2025 and 2024, respectively. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 6.2 million, $( 0.3 ) million, and $ 15.4 million of tax expense/(benefit), respectively, related to interest and penalties on uncertain tax positions. Interest and penalties related to income taxes are included in the tax provision .

A reconciliation of the unrecognized tax benefits is as follows:

Year Ended December 31,
(In millions) 2025 2024 2023
Unrecognized tax benefit — beginning of year $ 255.7   $ 272.8   $ 296.7  
Additions for current year tax positions 20.3   22.5   —  
Additions for prior year tax positions 24.5   33.8   3.0  
Reductions for prior year tax positions ( 8.8 ) ( 34.6 ) ( 4.6 )
Settlements ( 19.1 ) ( 15.6 ) ( 2.1 )
Reductions due to expirations of statute of limitations ( 19.0 ) ( 13.4 ) ( 13.0 )

Impact of foreign currency translation 9.6   ( 9.8 ) ( 7.2 )
Unrecognized tax benefit — end of year $ 263.2   $ 255.7   $ 272.8  

Cash Taxes Paid
The amounts of cash income taxes paid (net of refunds received) by the Company were as follows:

Year Ended December 31,
(In millions) 2025
Federal $ 101.0  
State and local 3.2  
Foreign:
China 131.5  
Ireland ( 46.9 )
France 34.5  
Switzerland 31.7  
Italy 22.6  
All other foreign 167.8  
Total cash taxes paid (net of refunds received)
$ 445.4  

The amount of cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 was $ 514.0 million and $ 570.9 million, respectively.

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13. (Loss) Earnings per Share
Basic and diluted (loss) earnings per share attributable to Viatris Inc. are calculated as follows:

Year Ended December 31,
(In millions, except per share amounts) 2025 2024 2023
Basic (loss) earnings attributable to Viatris Inc. common shareholders (numerator):
Net (loss) earnings attributable to Viatris Inc. common shareholders $ ( 3,514.9 ) $ ( 634.2 ) $ 54.7  
Shares (denominator):
Weighted average shares outstanding 1,170.7   1,193.3   1,200.3  
Basic (loss) earnings per share attributable to Viatris Inc. shareholders $ ( 3.00 ) $ ( 0.53 ) $ 0.05  

Diluted (loss) earnings attributable to Viatris Inc. common shareholders (numerator):
Net (loss) earnings attributable to Viatris Inc. common shareholders $ ( 3,514.9 ) $ ( 634.2 ) $ 54.7  
Shares (denominator):
Weighted average shares outstanding 1,170.7   1,193.3   1,200.3  
Share-based awards —   —   6.6  
Total dilutive shares outstanding 1,170.7   1,193.3   1,206.9  
Diluted (loss) earnings per share attributable to Viatris Inc. shareholders $ ( 3.00 ) $ ( 0.53 ) $ 0.05  

Additional stock awards and Restricted Stock Awards were outstanding during the years ended December 31, 2025, 2024 and 2023 but were not included in the computation of diluted (loss) earnings per share for each respective period because the effect would be anti-dilutive. Excluded shares also include certain PSUs whose performance conditions had not been fully met. Such excluded shares and anti-dilutive awards represented 28.1 million, 19.9 million and 16.4 million shares for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company paid quarterly cash dividends of $ 0.12 per share on the Company’s issued and outstanding common stock in March 2025, June 2025, September 2025 and December 2025. On February 23, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.12 per share on the Company’s issued and outstanding common stock, which will be payable on March 18, 2026 to shareholders of record as of the close of business on March 9, 2026. The declaration and payment of future dividends to holders of the Company’s common stock will be at the discretion of the Board of Directors, and will depend upon factors, including but not limited to, the Company’s financial condition, earnings, capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board of Directors deems relevant. The Company also paid quarterly cash dividends of $ 0.12 per share on the Company’s issued and outstanding common stock in each of the four quarters of 2024 and 2023.
On May 6, 2022, the Company announced that its Board of Directors had authorized a Dividend Reinvestment and Share Purchase Plan, which allows shareholders to automatically reinvest all or a portion of the cash dividends paid on their shares of the Company’s common stock and to make certain additional optional cash investments in the Company’s common stock.

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.

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During the years ended December 31, 2025, 2024, and 2023, the Company repurchased approximately 53.7  million shares of common stock at a cost of approximately $ 500.5  million, approximately 19.2  million shares of common stock at a cost of approximately $ 250.0  million, and approximately 21.2  million shares of common stock at a cost of approximately $ 250.0  million, respectively, under the program. As of December 31, 2025, the Company had repurchased a total of approximately 94.2  million shares of common stock at a cost of approximately $ 1.0  billion under the program.

14. Share-Based Incentive Plan
Prior to the Distribution, Viatris adopted and Pfizer, in the capacity as Viatris’ sole stockholder at such time, approved the 2020 Incentive Plan (the Viatris Inc. 2020 Stock Incentive Plan ) which became effective as of the Distribution. In connection with the Combination, as of November 16, 2020, the Company assumed the 2003 LTIP ( Mylan N.V. Amended and Restated 2003 Long-Term Incentive Plan) , which had previously been approved by Mylan shareholders. The 2020 Incentive Plan includes 72,500,000 shares of Viatris’ common stock authorized for grant pursuant to the 2020 Incentive Plan, which may include dividend payments payable in common stock on unvested shares granted under awards. No shares remain available for issuance under the 2003 LTIP, however, certain awards remain outstanding under the plan.

The Board approved an amendment to the 2020 Incentive Plan, which was approved by Viatris shareholders on December 6, 2024, to increase the maximum aggregate number of shares of Viatris common stock available for issuance under the 2020 Incentive Plan by 49,000,000 .

Under the 2020 Incentive Plan, shares are reserved for issuance to key employees, consultants, independent contractors and non-employee directors of the Company through a variety of incentive awards, including: stock options, SARs, restricted stock and units, PSUs, other stock-based awards and short-term cash awards. Stock option awards are granted with an exercise price equal to the fair market value of the shares underlying the stock options at the date of the grant, generally become exercisable over periods ranging from three to four years , and generally expire in ten years .
The following table summarizes stock awards (stock options and SARs) activity:

Number of Shares
Under Stock Awards Weighted Average
Exercise Price
per Share

Outstanding at December 31, 2024 3,350,786   $ 35.94  

Exercised ( 18,537 ) 6.83  
Forfeited ( 871,444 ) 41.45  
Outstanding at December 31, 2025 2,460,805   $ 34.21  
Vested and expected to vest at December 31, 2025 2,460,291   $ 34.22  
Exercisable at December 31, 2025 2,457,771   $ 34.25  

As of December 31, 2025, stock awards outstanding, stock awards vested and expected to vest and stock awards exercisable each had average remaining contractual terms of 2.3 years. Also, at December 31, 2025, stock awards outstanding, stock awards vested and expected to vest, and stock awards exercisable each had aggregate intrinsic values of approximately $ 0.2 million.
A rollforward of the changes in the Company’s nonvested Restricted Stock Awards (restricted stock and restricted stock unit awards, including PSUs) from December 31, 2024 to December 31, 2025 is presented below:

Number of Restricted
Stock Awards Weighted Average
Grant-Date
Fair Value Per Share
Nonvested at December 31, 2024 29,083,934   $ 11.49  
Granted 19,476,572   9.56  
Released ( 12,931,495 ) 10.93  
Forfeited ( 2,712,900 ) 11.17  
Nonvested at December 31, 2025 32,916,111   $ 10.59  

Of the 19,476,572 Restricted Stock Awards granted during the year ended December 31, 2025, 12,138,186 vest ratably in three years or less and are not subject to market or performance conditions. Of the remaining Restricted Stock Awards
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granted, 313,832 are not subject to market conditions and will cliff vest within a three-year period, and 7,024,554 are subject to market or performance conditions and will cliff vest in three years or less.
As of December 31, 2025, the Company had $ 163.2 million of total unrecognized compensation expense, net of estimated forfeitures, related to all of its stock-based awards, which we expect to recognize over the remaining weighted average vesting period of 1.4 years. The total intrinsic value of Restricted Stock Awards released and stock options exercised during the years ended December 31, 2025 and 2024 was $ 121.5 million and $ 141.7 million, respectively.

15. Employee Benefit Plans
Defined Benefit Plans
The Company sponsors various defined benefit pension plans in several countries. Benefits provided generally depend on length of service, pay grade and remuneration levels. Employees in the U.S., Puerto Rico and certain international locations are also provided retirement benefits through defined contribution plans.
The Company also sponsors other postretirement benefit plans including plans that provide for postretirement supplemental medical coverage. Benefits from these plans are provided to employees and their spouses and dependents who meet various minimum age and service requirements. In addition, the Company sponsors other plans that provide for life insurance benefits and postretirement medical coverage for certain officers and management employees.
Accounting for Defined Benefit Pension and Other Postretirement Plans
The Company recognizes on its balance sheet an asset or liability equal to the over- or under-funded benefit obligation of each defined benefit pension and other postretirement plan. Actuarial gains or losses and prior service costs or credits that arise during the period are not recognized as components of net periodic benefit cost, but are recognized, net of tax, as a component of other comprehensive (loss) earnings.
Included in accumulated other comprehensive loss as of December 31, 2025 and 2024 are:

Pension Benefits Other Postretirement Benefits
December 31, December 31,
(In millions) 2025 2024 2025 2024
Unrecognized actuarial net gain $ ( 301.5 ) $ ( 275.6 ) $ ( 27.7 ) $ ( 2.3 )
Unrecognized prior service cost (credit) 41.0   17.1   ( 14.1 ) ( 16.9 )
Total $ ( 260.5 ) $ ( 258.5 ) $ ( 41.8 ) $ ( 19.2 )

The unrecognized net actuarial gains exceeded  10 % of the higher of the market value of plan assets or the projected benefit obligation at the beginning of the year for certain of the plans, therefore, amortization of such excess has been included in net periodic benefit costs for pension and other postretirement benefits in each of the last three years. The amortization period is the average remaining service period that active employees are expected to receive benefits, unless a plan is mostly inactive in which case the amortization period is the average remaining life expectancy of the plan participants. Unrecognized prior service cost (credit) is amortized over the future service periods of those employees who are active at the dates of the plan amendments and who are expected to receive benefits. If all or almost all of a plan's participants are inactive, unrecognized prior service cost is amortized over the remaining life expectancy of those participants.
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The change in accumulated other comprehensive loss in 2025 relating to pension benefits and other postretirement benefits consists of:

(In millions) Pension Benefits Other Postretirement Benefits
Unrecognized actuarial (gain) loss $ ( 37.7 ) $ ( 25.8 )
Amortization of actuarial gain 21.1   0.3  
Unrecognized prior service cost 27.8   —  
Amortization of prior service (credit) cost ( 2.8 ) 2.9  
Impact of foreign currency translation ( 10.4 ) —  
Net change $ ( 2.0 ) $ ( 22.6 )

Components of net periodic benefit cost, change in projected benefit obligation, change in plan assets, funded status, fair value of plan assets, assumptions used to determine net periodic benefit cost, funding policy and estimated future benefit payments are summarized below for the Company’s pension plans and other postretirement plans.
Net Periodic Benefit Cost
Components of net periodic benefit cost for the years ended December 31, 2025, 2024 and 2023 were as follows:

Pension Benefits Other Postretirement Benefits
December 31, December 31,
(In millions) 2025 2024 2023 2025 2024 2023
Service cost $ 30.4   $ 28.4   $ 26.6   $ 1.6   $ 1.5   $ 2.1  
Interest cost 60.0   59.7   63.6   6.4   5.3   6.9  
Expected return on plan assets ( 68.6 ) ( 67.1 ) ( 62.6 ) —   —   —  
Plan curtailment, settlement and termination ( 13.3 ) ( 1.2 ) ( 3.8 ) —   —   —  
Amortization of prior service cost (credit) 2.9   2.9   2.1   ( 2.9 ) ( 0.7 ) ( 0.7 )
Recognized net actuarial (gains) ( 11.8 ) ( 11.7 ) ( 18.3 ) ( 0.3 ) ( 5.1 ) ( 1.4 )

Net periodic benefit cost $ ( 0.4 ) $ 11.0   $ 7.6   $ 4.8   $ 1.0   $ 6.9  

On July 17, 2025, the Company approved an amendment to terminate one of its defined benefit plans in the United States (the "U.S. Plan"). The distribution of the U.S. Plan assets pursuant to the termination will not be made until the plan termination satisfies all regulatory requirements, which is expected to be completed by the end of 2026. U.S. Plan participants will receive their full accrued benefits from plan assets by electing either lump sum distributions or annuity contracts with a qualifying third-party annuity provider. The resulting settlement effect of the U.S. Plan termination will be determined based on prevailing market conditions, the lump sum offer participation rate of eligible participants, the actual lump sum distributions, and annuity purchase rates at the date of distribution. As a result, the Company is currently unable to reasonably estimate either the timing or the final amount of such settlement charges. Based on the valuation performed as of January 1, 2026, the U.S. Plan had an overfunded status of approximately $ 0.2  million.
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Change in Projected Benefit Obligation, Change in Plan Assets and Funded Status
The table below presents components of the change in projected benefit obligation, change in plan assets and funded status at December 31, 2025 and 2024.

Pension Benefits Other Postretirement Benefits
(In millions) 2025 2024 2025 2024
Change in Projected Benefit Obligation
Projected benefit obligation, beginning of year $ 1,366.3   $ 1,443.6   $ 128.2   $ 112.6  
Service cost 30.4   28.4   1.6   1.5  
Interest cost 60.0   59.7   6.4   5.3  
Participant contributions 2.6   2.2   2.1   1.8  
Acquisitions (divestitures) 21.9   ( 30.2 ) —   —  

Plan settlements, amendments, and terminations ( 21.2 ) ( 8.6 ) —   ( 14.6 )
Actuarial (gains) losses ( 13.5 ) 0.8   ( 25.8 ) 36.0  
Benefits paid ( 69.9 ) ( 83.3 ) ( 14.1 ) ( 14.4 )
Impact of foreign currency translation 62.3   ( 46.3 ) —   —  
Projected benefit obligation, end of year $ 1,438.9   $ 1,366.3   $ 98.4   $ 128.2  

Change in Plan Assets
Fair value of plan assets, beginning of year $ 1,100.5   $ 1,109.4   $ —   $ —  
Actual return on plan assets 92.6   94.8   —   —  
Company contributions 52.0   40.4   12.0   12.6  
Participant contributions 2.6   2.2   2.1   1.8  

Acquisitions (divestitures) 16.0   ( 18.6 ) —   —  
Plan settlements ( 44.8 ) ( 8.6 ) —   —  
Benefits paid ( 69.9 ) ( 83.3 ) ( 14.1 ) ( 14.4 )

Impact of foreign currency translation 32.6   ( 35.8 ) —   —  
Fair value of plan assets, end of year 1,181.6   1,100.5   —   —  
Funded status of plans $ ( 257.3 ) $ ( 265.8 ) $ ( 98.4 ) $ ( 128.2 )

Net accrued benefit costs for pension plans and other postretirement benefits are reported in the following components of the Company’s consolidated balance sheets at December 31, 2025 and 2024:

Pension Benefits Other Postretirement Benefits
December 31, December 31,
(In millions) 2025 2024 2025 2024
Noncurrent assets $ 122.2   $ 89.8   $ —   $ —  
Current liabilities ( 20.8 ) ( 19.6 ) ( 9.9 ) ( 12.6 )
Noncurrent liabilities ( 358.7 ) ( 336.0 ) ( 88.5 ) ( 115.6 )
Net accrued benefit costs $ ( 257.3 ) $ ( 265.8 ) $ ( 98.4 ) $ ( 128.2 )

The projected benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation is the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases. The accumulated benefit obligation for the Company’s pension plans was $ 1.35 billion and $ 1.29 billion at December 31, 2025 and 2024, respectively.
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The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with an accumulated benefit obligation in excess of the fair value of plan assets at December 31, 2025 and 2024 were as follows:

December 31,
(In millions) 2025 2024
Plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation $ 1,083.1   $ 1,008.2  
Accumulated benefit obligation 1,043.6   976.2  
Fair value of plan assets 732.1   657.9  

Fair Value of Plan Assets
The Company measures the fair value of plan assets based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three-tier hierarchy described in Note 9 Financial Instruments and Risk Management . The table below presents total plan assets by investment category as of December 31, 2025 and 2024 and the classification of each investment category within the fair value hierarchy with respect to the inputs used to measure fair value:

December 31, 2025
(In millions) Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 26.3   $ —   $ —   $ 26.3  
Equity securities 287.6   —   —   287.6  
Fixed income securities 305.5   363.1   —   668.6  
Assets held by insurance companies and other 124.8   38.5   35.8   199.1  
Total $ 744.2   $ 401.6   $ 35.8   $ 1,181.6  

December 31, 2024
(In millions) Level 1 Level 2 Level 3 Total
Cash and cash equivalents $ 10.1   $ —   $ —   $ 10.1  
Equity securities 270.1   20.4   —   290.5  
Fixed income securities 217.3   427.9   —   645.2  
Assets held by insurance companies and other 138.1   12.4   4.2   154.7  
Total $ 635.6   $ 460.7   $ 4.2   $ 1,100.5  

Risk tolerance on invested pension plan assets is established through careful consideration of plan liabilities, plan funded status and corporate financial condition. Investment risk is measured and monitored on an ongoing basis through annual liability measures, periodic asset/liability studies and investment portfolio reviews. The Company’s investment strategy is to maintain, where possible, a diversified investment portfolio across several asset classes that, when combined with the Company’s contributions to the plans, will ensure that required benefit obligations are met.
Assumptions
The following weighted average assumptions were used to determine the benefit obligations for the Company’s defined benefit pension and other postretirement plans as of December 31, 2025 and 2024:

Pension Benefits Other Postretirement Benefits
2025 2024 2025 2024
Discount rate 4.7   % 4.6   % 5.0   % 5.5   %
Expected return on plan assets 6.3   % 6.3   % —   % —   %
Rate of compensation increase 3.9   % 3.7   % —   % —   %

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The following weighted average assumptions were used to determine the net periodic benefit cost for the Company’s defined benefit pension and other postretirement benefit plans for the three years in the period ended December 31, 2025:

Pension Benefits Other Postretirement Benefits
2025 2024 2023 2025 2024 2023
Discount rate 4.6   % 4.5   % 4.8   % 5.5   % 5.0   % 5.4   %
Expected return on plan assets 6.3   % 6.3   % 6.1   % —   % —   % —   %
Rate of compensation increase 3.7   % 3.7   % 3.7   % —   % —   % —   %

The assumptions for each plan are reviewed on an annual basis. The discount rate reflects the current rate at which the pension and other benefit liabilities could be effectively settled at the measurement date. In setting the discount rates, we utilize comparable corporate bond indices as an indication of interest rate movements and levels. Corporate bond indices were selected based on individual plan census data and duration. The expected return on plan assets was determined using historical market returns and long-term historical relationships between equities and fixed income securities. The Company compares the expected return on plan assets assumption to actual historic returns to ensure reasonableness. Current market factors such as inflation and interest rates are also evaluated.
The weighted-average healthcare cost trend rate used for 2025 was  8.7 % declining to a projected  4.0 % in the year 2049. For 2026, the assumed weighted-average healthcare cost trend rate used will be  8.6 % declining to a projected  4.0 % in the year 2050. In selecting rates for current and long-term healthcare cost assumptions, the Company takes into consideration a number of factors including the Company’s actual healthcare cost increases, the design of the Company’s benefit programs, the demographics of the Company’s active and retiree populations and external expectations of future medical cost inflation rates.
Estimated Future Benefit Payments
The Company’s funding policy for its funded pension plans is based upon local statutory requirements. The Company’s funding policy is subject to certain statutory regulations with respect to annual minimum and maximum company contributions. Plan benefits for the non-qualified plans are paid as they come due.
Estimated benefit payments over the next ten years for the Company’s pension plans and retiree health plan are as follows:

(In millions) Pension Benefits Other Postretirement Benefits
2026 $ 160.2   $ 9.8  
2027 102.1   10.3  
2028 99.2   10.6  
2029 101.3   10.6  
2030 102.7   10.1  
Thereafter 518.8   43.9  
Total $ 1,084.3   $ 95.3  

Defined Contribution Plans
The Company sponsors defined contribution plans covering its employees in the U.S. and Puerto Rico, as well as certain employees in a number of countries outside the U.S. The Company’s domestic defined contribution plans consist primarily of a Profit Sharing 401(k) Plan and other 401(k) retirement plans. Profit sharing contributions are made at the discretion of the Company. The Company’s non-domestic plans vary in form depending on local legal requirements. The Company’s contributions are based upon employee contributions, service hours, or pre-determined amounts depending upon the plan. Obligations for contributions to defined contribution plans are recognized as expense in the consolidated statements of operations when they are earned.
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The Company maintains a 401(k) Restoration Plan, which permits employees who earn compensation in excess of the limits imposed by Section 401(a)(17) of the Code to (i) defer a portion of base salary and bonus compensation, (ii) be credited with a Company matching contribution in respect of deferrals under the 401(k) Restoration Plan, and (iii) be credited with Company non-elective contributions (to the extent so made by the Company), in each case, to the extent that participants otherwise would be able to defer or be credited with such amounts, as applicable, under the Profit Sharing 401(k) Plan if not for the limits on contributions and deferrals imposed by the Code.
The Company maintains an Income Deferral Plan, which permits certain management or highly compensated employees who are designated by the plan administrator to participate in the Income Deferral Plan to elect to defer up to 50 % of base salary and up to 100 % of bonus compensation, in each case, in addition to any amounts that may be deferred by such participants under the Profit Sharing 401(k) Plan and the 401(k) Restoration Plan. In addition, under the Income Deferral Plan, eligible participants may be granted employee deferral awards, which awards will be subject to the terms and conditions (including vesting) as determined by the plan administrator at the time such awards are granted.
Total employer contributions to defined contribution plans were approximately $ 138.2 million, $ 148.4 million and $ 129.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

16. Segment Information
Viatris has four reportable segments: Developed Markets, Greater China, JANZ, and Emerging Markets. The Company reports segment information on the basis of markets and geography, which reflects its focus on bringing its large and diversified portfolio of branded and generic products, including complex products, to people in markets everywhere. Our Developed Markets segment comprises our operations primarily in North America and Europe. Our Greater China segment includes our operations in mainland China, Taiwan and Hong Kong. Our JANZ segment consists of our operations in Japan, Australia and New Zealand. Our Emerging Markets segment encompasses our presence in more than 125 countries with developing markets and emerging economies including in Asia, Africa, Eastern Europe, Latin America and the Middle East as well as the Company’s ARV franchise.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who evaluates the performance of its segments and allocates resources based on total revenues and our measure of segment profit or loss, segment profitability. These financial metrics are used to review operating trends, perform comparisons between periods, and monitor budget and forecast-to-actual variances on a regular basis. Net sales of our business segments exclude intersegment sales as these activities are not regularly reviewed by the CODM and are eliminated in consolidation.
Certain costs and gains are not included in the measurement of segment profitability, or in segment cost of sales, and segment SG&A, as management excludes these costs in assessing segment financial performance. Such costs and gains include:
◦ Intangible asset amortization expense;
◦ Asset impairments (including of goodwill, intangible assets (including IPR&D), and long-lived assets);
◦ R&D and Acquired IPR&D expense;
◦ Net charges or net gains for litigation settlements and other contingencies;
◦ Certain costs related to transactions and events such as: (i) purchase accounting adjustments, where we incur expenses associated with the amortization of fair value adjustments to inventory and property, plant and equipment; (ii) share-based compensation expense; (iii) acquisition-related costs, where we incur costs for executing the transaction, integrating the acquired operations and restructuring the combined company; and (iv) other significant items, which are substantive and/or unusual, and in some cases recurring, items (such as restructuring, including costs associated with facilities to be closed or divested, employee separation costs, impairment charges, accelerated depreciation, incremental manufacturing variances, equipment relocation costs, decommissioning and other restructuring related costs, and certain remediation costs) that are evaluated on an individual basis by management and that either as a result of their nature or size, would not be expected to occur as part of our normal business on a regular basis. Such special items can include, but are not limited to, non-acquisition-related restructuring costs, as well as costs incurred for asset impairments and costs, as well as gains and losses, related to disposals of assets or businesses, including those related to divestitures, and, as applicable, any associated transition activities;
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◦ Corporate and other unallocated costs associated with global functions (such as IT, facilities, legal, finance, human resources, insurance, public affairs, compliance, and procurement), patient advocacy activities and certain compensation and other corporate costs (such as certain expenses associated with our manufacturing, including manufacturing variances associated with production) and operations that are not directly assessed to an operating segment as business unit (segment) management does not manage these costs;
◦ Other Expense (Income), Net (including interest and dividend income, gains and losses from investments, business divestitures, and foreign exchange); and
◦ Interest expense.
The Company does not report depreciation expense, total assets and capital expenditures by segment, as such information is not used by the CODM.
The accounting policies of the segments are the same as those described in Note 2 Summary of Significant Accounting Policies.
Presented in the table below is segment information for the periods identified and a reconciliation of segment information to total consolidated information.

Year Ended December 31, 2025
(In millions)
Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments

Net sales
$ 8,514.0   $ 2,332.5   $ 1,193.8   $ 2,210.1   $ 14,250.4  
Other revenues
38.1   —   3.9   7.5   49.5  
Total revenues
$ 8,552.1   $ 2,332.5   $ 1,197.7   $ 2,217.6   $ 14,299.9  
Less:

Cost of sales
4,090.5   250.6   734.3   967.2  

Selling, general and administration
967.9   512.2   158.9   310.0  

Segment profit
$ 3,493.7   $ 1,569.7   $ 304.5   $ 940.4   $ 6,308.3  

Reconciliation of segment profit:

Intangible asset amortization expense
( 2,349.8 )
Intangible asset (including IPR&D) disposal & impairment charges
( 73.9 )
Impairment of goodwill
( 2,936.8 )
Research and development
( 965.9 )
Acquired IPR&D
( 48.3 )
Litigation settlements and other contingencies, net
68.5  
Transaction related and other special items
( 1,088.2 )
Corporate and other unallocated
( 1,577.0 )
Loss from operations $ ( 2,663.1 )

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Year Ended December 31, 2024
(In millions) Developed Markets
Greater China
JANZ
Emerging Markets
Total Reportable Segments

Net sales
$ 8,929.4   $ 2,166.5   $ 1,346.2   $ 2,250.7   $ 14,692.8  
Other revenues
32.0   1.3   3.5   9.7   46.5  
Total revenues
$ 8,961.4   $ 2,167.8   $ 1,349.7   $ 2,260.4   $ 14,739.3  
Less:

Cost of sales
4,014.3   245.7   798.3   1,016.4  

Selling, general and administration
1,097.0   518.5   168.3   309.9  

Segment profit
$ 3,850.1   $ 1,403.6   $ 383.1   $ 934.1   $ 6,570.9  

Reconciliation of segment profit:

Intangible asset amortization expense
( 2,351.5 )
Intangible asset (including IPR&D) disposal & impairment charges
( 184.6 )
Impairment of goodwill
( 321.0 )
Research and development
( 808.7 )
Acquired IPR&D
( 28.3 )
Litigation settlements and other contingencies, net
( 350.9 )
Transaction related and other special items
( 973.6 )
Corporate and other unallocated
( 1,542.2 )
Earnings from operations $ 10.1  

Year Ended December 31, 2023
(In millions) Developed Markets Greater China JANZ Emerging Markets Total Reportable Segments

Net sales
$ 9,251.9   $ 2,160.4   $ 1,424.5   $ 2,551.6   $ 15,388.4  
Other revenues
26.1   —   1.1   11.3   38.5  
Total revenues
$ 9,278.0   $ 2,160.4   $ 1,425.6   $ 2,562.9   $ 15,426.9  
Less:

Cost of sales
4,067.1   205.5   725.5   1,116.2  

Selling, general and administration
1,124.4   528.1   177.2   354.8  

Segment profit
$ 4,086.5   $ 1,426.8   $ 522.9   $ 1,091.9   $ 7,128.1  

Reconciliation of segment profit:

Intangible asset amortization expense
( 2,317.1 )
Intangible asset (including IPR&D) disposal & impairment charges
( 32.0 )
Impairment of goodwill
( 580.1 )
Research and development
( 805.2 )
Acquired IPR&D
( 105.5 )
Litigation settlements and other contingencies, net
( 111.6 )
Transaction related and other special items
( 774.4 )
Corporate and other unallocated
( 1,636.0 )
Earnings from operations $ 766.2  

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The following table represents the percentage of consolidated net sales to Viatris’ major customers during the years ended December 31, 2025, 2024, and 2023:

Percentage of Consolidated Net Sales
2025 2024 2023
McKesson Corporation * * 10   %
Cencora, Inc. 11   % 12   % 10   %
Cardinal Health, Inc. * * 5   %

*     Net sales represented less than 10% of consolidated net sales during the period.

Net sales from these customers were primarily in the Developed Markets segment.

Sales by Country Information
Net sales by country are presented on the basis of geographic location of our subsidiaries:

Year Ended December 31,
(In millions) 2025 2024 2023
United States $ 3,006.7   $ 3,434.7   $ 3,551.8  
China 2,079.8   1,911.3   1,889.0  

____________
No other country’s net sales represents more than 10% of consolidated net sales.

17. Commitments
The Company has entered into employment and other agreements with certain executives and other employees that provide for compensation, retirement and certain other benefits. These agreements provide for severance payments under certain circumstances. Additionally, the Company has split-dollar life insurance agreements with certain retired executives.
In addition, the Company periodically enters into retention agreements with certain key employees, whereby they may agree to continue to provide service to the Company for a period of time. The Company records the expense for these agreements over the applicable service periods.
At the time of closing of the Biocon Biologics Transaction, Viatris and Biocon Biologics also entered an agreement pursuant to which Viatris was providing commercialization and certain other transition services on behalf of Biocon Biologics, including billings, collections and the remittance of rebates, to ensure business continuity for patients, customers and colleagues. Biocon Biologics had substantially exited all transition services with Viatris as of December 31, 2023.
In connection with the divestitures, Viatris and the respective buyers entered into transition services and/or manufacturing and supply agreements pursuant to which the Company is providing services to the respective purchasers, substantially the same as we previously provided to the related businesses, generally for a period of up to 12 months for transition services and for periods between one to 10 years for manufacturing and supply agreements, depending on the geographic market and the products subject to such agreement, subject to potential extensions in certain circumstances. In addition, in connection with the OTC Transaction and the divestiture of our women’s healthcare business, we entered into distribution agreements for certain markets for a limited period of time. In connection with the API business divestiture, we entered into a manufacturing and supply agreement pursuant to which we are purchasing a significant amount of API from the purchaser in that transaction. Some of these agreements include various ongoing financial obligations. The transition services were substantially concluded as of December 31, 2025.

In the normal course of business, Viatris periodically enters into acquisition, divestiture, collaboration, employment, legal settlement and other agreements which incorporate indemnification provisions. The maximum amount to which Viatris may be exposed under such agreements cannot be reasonably estimated due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, we have not paid material amounts under these indemnification provisions. Further, for certain agreements, the Company maintains insurance coverage, which management believes will effectively mitigate the Company’s obligations under these indemnification
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provisions. No amounts have been recorded in the consolidated financial statements with respect to the Company’s obligations under such agreements.

18. Restructuring
2026 Restructuring Program
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.

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.
2020 Restructuring Program
During 2020, Viatris announced a significant global restructuring program in order to achieve synergies and ensure that the organization was optimally structured and efficiently resourced to deliver sustainable value to patients, shareholders, customers, and other stakeholders. As part of the restructuring, the Company optimized its commercial capabilities and enabling functions, and closed, downsized or divested certain manufacturing facilities globally that were deemed to be no longer viable either due to surplus capacity, challenging market dynamics or a shift in its product portfolio toward more complex products. The actions under the 2020 restructuring program were substantially completed during 2023.
Since the initiation of the 2020 restructuring program, the Company has incurred total pre-tax charges of approximately $ 1.4  billion through December 31, 2023. Such charges included approximately $ 450  million of non-cash charges mainly related to accelerated depreciation and asset impairment charges, including inventory write-offs, and cash costs of approximately $ 950  million, primarily related to severance and employee benefits expense, as well as other costs, including those related to contract terminations and other plant disposal costs.
The following table summarizes the restructuring charges and the reserve activity for the restructuring program:

(In millions) Employee Related Costs Other Exit Costs Total
Balance at December 31, 2022
$ 155.6   $ 1.9   $ 157.5  
Charges (1)
17.6   107.6   125.2  

Cash payment ( 77.8 ) ( 10.3 ) ( 88.1 )
Utilization (2)
( 4.0 ) ( 99.2 ) ( 103.2 )
Foreign currency translation 0.8   —   0.8  
Balance at December 31, 2023
$ 92.2   $ —   $ 92.2  

____________
(1)     For the year ended December 31, 2023, total restructuring charges in Developed Markets, Greater China, JANZ, Emerging Markets, and Corporate/Other were approximately $ 80.3 million, $ 0.4 million, $ 29.5 million, $ 13.9 million, and $ 1.1 million, respectively.
(2)     For the year ended December 31, 2023, other exit costs included expense of $ 71.6  million relating to plant divestitures.
Additional restructuring charges, primarily for facilities to be closed or disposed of, were incurred during the years ended December 31, 2025 and 2024 and are not a component of the 2020 restructuring program. At December 31, 2025, accrued liabilities for restructuring and other cost reduction programs of $ 40.2  million were included in other current liabilities and $ 116.3  million were included in other long-term obligations in the consolidated balance sheets.
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19. Licensing and Other Partner Agreements
We periodically enter into licensing and other partner agreements with other pharmaceutical companies for the development, manufacture, marketing and/or sale of pharmaceutical products. Our significant licensing and other partner agreements are primarily focused on the development, manufacturing, supply and commercialization of multiple complex products. Under these agreements, we have future potential milestone payments and co-development expenses payable to third parties as part of our licensing, development and co-development programs. Payments under these agreements generally become due and are payable upon the satisfaction or achievement of certain developmental, regulatory or commercial milestones or as development expenses are incurred on defined projects. Milestone payment obligations are uncertain, including the prediction of timing and the occurrence of events triggering a future obligation and are not reflected as liabilities in the consolidated balance sheets, except for obligations reflected as acquisition related contingent consideration, including those related to the Idorsia Transaction. Refer to Note 9 Financial Instruments and Risk Management for further discussion of contingent consideration.
Our potential maximum development milestones not accrued for at December 31, 2025 totaled approximately $ 416 million. We estimate that the amounts that may be paid during the next twelve months to be approximately $ 163 million. These agreements may also include potential sales-based milestones and call for us to pay a percentage of amounts earned from the sale of the product as a royalty or a profit share. The amounts disclosed do not include sales-based milestones or royalty or profit share obligations on future sales of product as the timing and amount of future sales levels and costs to produce products subject to these obligations is not reasonably estimable. These sales-based milestones or royalty or profit share obligations may be significant depending upon the level of commercial sales for each product.
Mapi
In 2018, the Company entered into an exclusive license and commercialization agreement with Mapi for the development and commercialization on a world-wide basis of GA Depot.
The Company holds investments in preferred shares of Mapi that are accounted for at cost, less impairment, adjusted for observable price changes, in accordance with ASC 321, Investments – Equity Securities . During the year ended December 31, 2023, the Company made an additional investment of $ 30.0  million in preferred shares of Mapi. The preferred shares are convertible on a one-to-one basis into Mapi ordinary shares at Viatris’ option. The Company recognized a gain of $ 45.6  million during the year ended December 31, 2023 as a result of remeasuring our pre-existing equity interest in Mapi, which was recorded as a component of Other Expense (Income), Net in the consolidated statements of operations. The Company has determined that Mapi represents a variable interest entity (“VIE”), but has concluded that Viatris is not the primary beneficiary of Mapi as we do not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, we have not consolidated Mapi’s results of operations and financial position into our consolidated financial statements.

Also, in December 2023, the Company entered into a letter agreement, as amended, with Mapi for the development and commercialization of certain additional products, which is subject to finalization pending the execution of a definitive agreement. The Company made an initial upfront payment of $ 75.0  million which was accounted for as Acquired IPR&D expense in the consolidated statements of operations during the year ended December 31, 2023.

In 2024, the Company was informed that Mapi received a Complete Response Letter (“CRL”) regarding the NDA for GA Depot 40 mg from the FDA. In December 2024, the companies met with the FDA and reviewed the content of the CRL. As a result of the uncertainty of regulatory and commercial timing and success of GA Depot and the financial condition of Mapi, the Company fully impaired its equity investment and prepaid assets related to advances for the initial supply of commercial product. Total charges of $ 184.6  million were recorded during the year ended December 31, 2024 as a component of Other Expense (Income), Net in the consolidated statements of operations. Following the impairment charges recorded during the year ended December 31, 2024, the Company does not have any further loss exposure.

During 2025 and 2026, Viatris and Mapi have continued discussions to determine the appropriate next steps for the program as a result of the CRL.

Revance
The Company and Revance have entered into an agreement pursuant to which the Company and Revance are collaborating exclusively, on a world-wide basis (excluding Japan), to develop, manufacture and commercialize a biosimilar to the branded biologic product (onabotulinumtoxinA) marketed as BOTOX®. Under the agreement, the Company is primarily
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responsible for (a) clinical development activities outside of North America (excluding Japan) (b) regulatory activities, and (c) commercialization for any approved product. Revance is primarily responsible for (a) non-clinical development activities, (b) clinical development activities in North America, and (c) manufacturing and supply of clinical drug substance and drug product; Revance is solely responsible for an initial portion of non-clinical development costs. The remaining portion of any non-clinical development costs and clinical development costs for obtaining approval in the U.S. and Europe is being shared equally between the parties, and the Company is responsible for all other clinical development costs and commercialization expenses. In February 2025, Revance was acquired by Crown Laboratories, Inc.
Theravance Biopharma
The Company has a development and commercialization collaboration with Theravance Biopharma, for revefenacin. On November 9, 2018, the Company announced that the FDA approved the NDA for YUPELRI® (revefenacin) inhalation solution for the maintenance treatment of patients with COPD. YUPELRI®, a long-acting muscarinic antagonist, is the first and only once-daily, nebulized bronchodilator approved for the treatment of COPD in the U.S. Viatris is responsible for commercial manufacturing and commercialization. Theravance Biopharma is co-promoting the product in the hospital channel under a profit-sharing arrangement.
The Company has also acquired exclusive development and commercialization rights to nebulized revefenacin in China and adjacent territories, which include Hong Kong, Macau and Taiwan, for an upfront payment of $ 18.5 million and additional potential development and sales milestones together with tiered royalties on net sales of nebulized revefenacin. Viatris is responsible for all aspects of development and commercialization in the partnered regions, including pre- and post-launch activities and product registration and all associated costs.
Under the terms of the agreements, Theravance Biopharma is eligible to receive potential development and sales milestone payments totaling approximately $ 293 million in the aggregate. As of December 31, 2025, the Company has paid a total of $ 57.5  million in milestone payments to Theravance Biopharma.
Other Development Agreements
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 acquired exclusive development and commercialization rights in Japan for pitolisant, a selective/inverse agonist of the histamine H3 receptor. One indication is for the treatment of excessive daytime sleepiness or
cataplexy in adult patients with narcolepsy and the second is for the treatment of excessive daytime sleepiness
associated with obstructive sleep apnea syndrome. The Japanese NDAs for both indications have been submitted to the Japan Pharmaceuticals and Medical Devices Agency and are under review by the agency. 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 and launched in December 2025. 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 was accounted for as an asset acquisition, with the upfront payment expensed as Acquired IPR&D in the fourth quarter of 2025 .

In October 2024, the Company entered into an exclusive licensing agreement with Lexicon for sotagliflozin in all markets outside of the U.S. and Europe in exchange for an upfront payment of $ 25.0  million, and additional potential contingent payments, including regulatory milestones, sales milestones and tiered royalties ranging from low-double-digit to upper-teens on annual net sales. Viatris is responsible for all regulatory and commercialization activities for sotagliflozin in the licensed territories. Lexicon is responsible for providing clinical and commercial supply of sotagliflozin to Viatris. The Company accounted for the transaction as an asset acquisition, with the upfront payment expensed as Acquired IPR&D in 2024.
We are actively pursuing, and are currently involved in, joint projects related to the development, distribution and marketing of both generic and branded products. Many of these arrangements provide for payments by us upon the attainment of specified milestones. While these arrangements help to reduce the financial risk for unsuccessful projects, fulfillment of specified milestones or the occurrence of other obligations may result in fluctuations in cash flows and Acquired IPR&D expense.
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20. Litigation
The Company is involved in various disputes, governmental and/or regulatory inquiries, investigations and proceedings, and litigation matters, both in the U.S. and abroad, that arise from time to time, some of which could result in losses, including damages, fines and/or civil penalties, and/or criminal charges against the Company. These matters are often complex and have outcomes that are difficult to predict.
In addition, in connection with the Combination, the Company has generally assumed liability for, and control of, pending and threatened legal matters relating to the Upjohn Business – including certain matters initiated against Pfizer described below – and has agreed to indemnify Pfizer for liabilities arising out of such assumed legal matters. Pfizer, however, has agreed to retain various matters – including certain specified competition law matters – to the extent they arise from conduct during the pre-Distribution period and has agreed to indemnify the Company for liabilities arising out of such matters.
While the Company believes that it has meritorious defenses with respect to the claims asserted against it and the assumed legal matters referenced above, and intends to vigorously defend its position, the process of resolving these matters is inherently uncertain and may develop over a long period of time, and so it is not possible to predict the ultimate resolution of any such matter. It is possible that an unfavorable resolution of any of the ongoing matters could have a material effect on the Company’s business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price.

Some of these governmental inquiries, investigations, proceedings and litigation matters with which the Company is involved are described below, and unless otherwise disclosed, the Company is unable to predict the outcome of the matter or to provide an estimate of the range of reasonably possible material losses. The Company records accruals for loss contingencies to the extent we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is also involved in other pending proceedings for which, in the opinion of the Company based upon facts and circumstances known at the time, either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to the Company’s business, financial position, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price. If and when any reasonably possible losses associated with the resolution of such other pending proceedings, in the opinion of the Company, become material, the Company will disclose such matters.
Legal costs are recorded as incurred and are classified in SG&A in the Company’s consolidated statements of operations.
EpiPen® Auto-Injector Litigation
On February 14, 2020, the Company, together with other non-Viatris affiliated companies, were named as defendants in a putative direct purchaser class action filed in the U.S. District Court for the District of Kansas relating to the pricing and/or marketing of the EpiPen® Auto-Injector. On September 21, 2021, Plaintiffs filed an amended complaint asserting federal antitrust claims which were based on allegations concerning a patent settlement between Pfizer and Teva and other alleged actions regarding the launch of Teva’s generic epinephrine auto-injector. Plaintiffs sought monetary damages, declaratory relief, attorneys’ fees and costs. In December 2024, the Company reached an agreement and paid $ 73.5  million to fully resolve this matter. The settlement was approved by the court and contains an express provision disclaiming and denying any wrongdoing by the Company. This matter is now closed.

Beginning in March 2020, the Company, together with other non-Viatris affiliated companies, were named as defendants in putative direct purchaser class actions filed in the U.S. District Court for the District of Minnesota relating to contracts with certain pharmacy benefit managers concerning EpiPen® Auto-Injector. The plaintiffs claim that the alleged conduct resulted in the exclusion or restriction of competing products and the elimination of pricing constraints in violation of RICO and federal antitrust law. Class certification was denied. The case proceeded with Rochester Drug Company, Dakota Drug, and Morris & Dickson Company as plaintiffs and they sought monetary damages, attorneys’ fees and costs. The Company has resolved this matter and the case has been dismissed. This matter is now closed.

In January 2025, the State of Indiana filed a complaint in Superior Court in Marion County, Indiana against the Company and other non-Viatris affiliated companies alleging harm under Indiana state laws, including antitrust and consumer protection laws, and unjust enrichment claims. Indiana generally sought monetary damages, restitution, disgorgement, civil penalties, injunctive relief, and attorneys’ fees and costs. The Company has resolved this matter and the case has been dismissed. This matter is now closed.
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In June 2024, the Company received a civil subpoena from the Attorney General of the State of Mississippi seeking information relating to the sales and/or marketing of EpiPen® Auto-Injector. The Company is fully cooperating with this request and has reached settlements and settlements-in-principle with certain State Attorneys General regarding related issues.

The issues covered in the Indiana complaint, Mississippi subpoena, and the settlements and settlements-in-principle with certain States, generally relate to issues from litigations and/or investigations that have been previously disclosed, including the indirect purchaser class action that was resolved in 2022 and the direct purchaser litigation matters described above, which are now also resolved.

The Company has a total accrual of approximately $ 48.8 million related to these matters at December 31, 2025, which is included in other current liabilities in the consolidated balance sheets. Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time. In addition, the Company expects to incur additional legal and other professional service expenses associated with such matters in future periods and will recognize these expenses as services are received. The Company believes that the ultimate amount paid for these services and claims could have a material effect on the Company's business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price in future periods.
Drug Pricing Matters
Civil Litigation
Beginning in 2016, the Company, along with other manufacturers, has been named as a defendant in lawsuits filed in the United States and Canada generally alleging anticompetitive conduct with respect to generic drugs. The lawsuits have been filed by plaintiffs, including putative classes of direct purchasers, indirect purchasers, and indirect resellers, as well as individual direct and indirect purchasers and certain cities and counties. The lawsuits allege harm under federal laws and the United States lawsuits also allege harm under state laws, including antitrust laws, state consumer protection laws and unjust enrichment claims. Some of the United States lawsuits also name as defendants the Company’s former President, including allegations against him with respect to a single drug product, and one of the Company’s former sales employees, including allegations against him with respect to certain generic drugs. The vast majority of the lawsuits have been consolidated in an MDL proceeding in the Eastern District of Pennsylvania (“EDPA”). Plaintiffs generally seek monetary damages, restitution, declaratory and injunctive relief, attorneys’ fees and costs.

The EDPA Court ordered the Clomipramine and Clobetasol direct and indirect purchaser cases to proceed as bellwethers. The Company is named only in the Clomipramine bellwether cases, wherein the EDPA Court certified both direct and indirect purchaser classes. Defendants filed petitions for permission to appeal those class certification decisions, which were granted by the U.S. Court of Appeals for the Third Circuit. These cases have been stayed pending a decision on the Defendants’ class certification appeals. The Defendants’ summary judgment motions in the direct purchaser case was denied and was largely denied with some narrowing of claims, and potentially reducing claimed damages, in the indirect purchaser case. Plaintiffs are asserting damages of approximately $ 350  million in each of the Clomipramine bellwether cases, which are subject to trebling under federal law in the direct purchaser case or multipliers under certain state laws in the indirect purchaser case.

The EDPA Court has selected additional cases to proceed as bellwethers. The Company is named in three of the cases scheduled for trial, which consist of non-class cases filed by direct and indirect purchasers against the Company and other manufacturers and the first trial is scheduled to begin in September 2026, with subsequent trials scheduled to begin in August 2027 and January 2028. In February 2026, the Federal Court in Canada denied Plaintiff’s motion for class certification.

The Company believes that it acted lawfully, is continuing to defend itself vigorously, and intends to vigorously contest all aspects of the cases, including the asserted damages.

Attorneys General Litigation
On December 21, 2015, the Company received a subpoena and interrogatories from the Connecticut Office of the Attorney General seeking information relating to the marketing, pricing and sale of certain of the Company’s generic products and communications with competitors about such products. On December 14, 2016, attorneys general of certain states filed a complaint in the United States District Court for the District of Connecticut against several generic pharmaceutical drug manufacturers, including the Company, alleging anticompetitive conduct with respect to, among other things, a single drug
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product. The complaint has subsequently been amended, including on June 18, 2018, to add attorneys general alleging violations of federal and state antitrust laws, as well as violations of various states’ consumer protection laws. This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA. The operative complaint includes attorneys general of forty-two states, the District of Columbia and the Commonwealth of Puerto Rico. The Company is alleged to have engaged in anticompetitive conduct with respect to four generic drug products. The amended complaint also includes claims asserted by attorneys general of thirty-two states and the Commonwealth of Puerto Rico against certain individuals, including the Company’s former President, with respect to a single drug product. The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys’ fees and costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief. The states’ claim for disgorgement and restitution under federal law, and certain state law claims brought by certain states, have been dismissed.

On May 10, 2019, certain attorneys general filed a new complaint in the United States District Court for the District of Connecticut against various drug manufacturers and individuals, including the Company and one of its former sales employees, alleging anticompetitive conduct with respect to additional generic drugs. The complaint was subsequently amended, including on November 22, 2024, to add states as plaintiffs. The operative complaint is brought by attorneys general of forty-four states, certain territories and the District of Columbia. The amended complaint also includes claims asserted by attorneys general of forty states and certain territories against several individuals, including a former Company sales employee. The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys’ fees and costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief. This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA.

On June 10, 2020, certain attorneys general filed a new complaint in the United States District Court for the District of Connecticut against drug manufacturers, including the Company, and individual defendants (none from the Company), alleging anticompetitive conduct with respect to additional generic drugs. On September 9, 2021, the complaint was amended, adding an additional state as a plaintiff. The operative complaint is brought by attorneys general of forty-two states, certain territories and the District of Columbia. The operative complaint seeks declaratory and injunctive relief, disgorgement, attorneys’ fees and costs, and certain states seek monetary damages, civil penalties, restitution, and other equitable monetary relief. The states’ claim for disgorgement and restitution under federal law, and certain state law claims brought by certain states, have been dismissed. This lawsuit was transferred to the aforementioned MDL proceeding in the EDPA and was ordered to proceed as a bellwether. The Company’s motions for summary judgment were largely denied with some of the States’ claims for monetary relief being reduced.

The aforementioned complaints have been transferred back to the U.S. District Court for the District of Connecticut.

Securities Related Litigation
On February 14, 2020, the Abu Dhabi Investment Authority (“ADIA”) filed a complaint against Mylan N.V. and Mylan Inc. (collectively for purposes of this paragraph, “Mylan”) in the United States District Court for the Southern District of New York (“SDNY”) alleging that Mylan made false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to the classification of their EpiPen® Auto-Injector as a non-innovator drug for purposes of the Medicaid Drug Rebate Program and allegedly anticompetitive conduct with respect to EpiPen® Auto-Injector and certain generic drugs (“ADIA Litigation”). ADIA seeks monetary damages as well as fees and costs. Mylan has filed a motion for summary judgment to dismiss ADIA’s case in its entirety, which is pending. The Company has reached an agreement-in-principle to resolve this matter.

On June 26, 2020, a putative class action complaint was filed by the Public Employees Retirement System of Mississippi, which was subsequently amended on November 13, 2020, against Mylan N.V., certain of Mylan N.V.’s former directors and officers, and a former officer/director of the Company (collectively for the purposes of this paragraph, the “defendants”) in the U.S. District Court for the Western District of Pennsylvania (“WDPA”) on behalf of certain purchasers of securities of Mylan N.V. (“WDPA Mylan N.V. Class Action Litigation”). The amended complaint includes allegations that defendants engaged in a scheme and made false or misleading statements and omissions of purportedly material fact, in violation of federal securities laws, in connection with disclosures relating to the Nashik and Morgantown manufacturing plants and inspections at the plants by the FDA. Plaintiff seeks certification of a class of purchasers of Mylan N.V. securities between February 16, 2016 and May 7, 2019. In July 2025, the Court held that Plaintiffs’ misstatements claim as to 1 of the 46 challenged statements, and their scheme claim, may proceed to discovery. The complaint seeks monetary damages, as well as the plaintiff’s fees and costs. In February 2026, the Company reached an agreement to pay $ 60  million to fully resolve this matter, which is subject to court approval.
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On February 15, 2021, a complaint was filed in the SDNY by Skandia Mutual Life Ins. Co., Lansforsakringar AB, KBC Asset Management N.V., and GIC Private Limited, against the Company, certain of Mylan N.V.’s former directors and officers, a former officer/director of the Company, and certain former employees of the Company (“Skandia Litigation”). The Complaint filed in the Skandia Litigation asserted claims which were based on allegations that were similar to those in the ADIA Litigation and WDPA Mylan N.V. Class Action Litigation. Plaintiffs sought compensatory damages, costs and expenses and attorneys’ fees. The Company has resolved this matter and it is now closed.

Beginning in May 2023, putative class action complaints were filed against the Company and certain of the Company’s former officers, directors, and employees in the WDPA on behalf of certain purchasers of securities of the Company. These actions have been consolidated and, on October 23, 2023, a consolidated amended putative class action complaint was filed in the WDPA against the Company, and former officers and directors (“WDPA Viatris Class Action Litigation”). The operative complaint alleges that defendants made false or misleading statements and omissions of material fact, in violation of federal securities laws, in connection with disclosures relating to the Company’s projected financial performance and biosimilars business. Plaintiffs seek certification of a class of purchasers of Company securities between March 1, 2021 and February 25, 2022. Plaintiffs seek monetary damages, reasonable costs and expenses, and certain other relief. On September 20, 2024, the Court granted Defendants’ motion to dismiss all of Plaintiffs’ claims. Plaintiffs’ appeal to the United States Court of Appeals for the Third Circuit was rejected in November 2025.

Beginning in August 2023, stockholder derivative actions purportedly on behalf of Viatris were filed in the WDPA against certain of the Company’s current and former officers, directors, and employees alleging that defendants failed to ensure that the Company was making truthful and accurate statements in connection with the disclosures alleged in the WDPA Viatris Class Action Litigation. Viatris is named as a nominal defendant in these derivative actions. Certain of the complaints also assert claims for corporate waste and unjust enrichment. Plaintiffs seek various forms of relief, including damages, disgorgement, restitution, costs and fees.

In April 2025, a putative class action complaint, which was subsequently amended in September 2025, was filed against the Company and certain of the Company’s officers, in the WDPA on behalf of certain purchasers of the Company’s securities (“WDPA Indore Class Action Litigation”). The amended complaint alleges that defendants made false or misleading statements or omissions of material fact, in violation of federal securities laws, in connection with disclosures relating to regulatory issues and actions concerning the Company’s Indore manufacturing facility. Plaintiffs seek certification of a class of purchasers of Company securities between February 28, 2024 and February 26, 2025. Plaintiffs seek various forms of relief, including damages, costs and fees.

In November 2025, a stockholder derivative action purportedly on behalf of Viatris was filed in the WDPA against certain of the Company’s current and former officers and directors alleging that the defendants failed to ensure that the Company was making truthful and accurate statements in connection with the disclosures alleged in the WDPA Indore Class Action Litigation. Viatris is also named as a nominal defendant in this derivative action. The Complaint asserts violations of federal securities laws, as well as claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment. Plaintiff seeks various forms of relief, including damages, disgorgement, restitution, equitable relief, and costs and fees.

The Company has a total accrual of approximately $ 60.8  million related to these matters at December 31, 2025, which is included in Other Current Liabilities in the consolidated balance sheets. Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time. In addition, the Company expects to incur additional legal and other professional service expenses associated with such matters in future periods and will recognize these expenses as services are received. The Company believes that the ultimate amount paid for these services and claims could have a material effect on the Company's business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price in future periods.

The Company maintains insurance coverage with respect to these matters. Management has determined that the majority of the losses associated with the WDPA Mylan N.V. Class Action Litigation are covered under existing insurance policies. Accordingly, the Company has recognized an insurance receivable of $ 58.5  million within Accounts Receivable, Net in the consolidated balance sheets. The recognition of this receivable is based on management’s assessment that recovery of these costs is probable.

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Opioids
The Company, along with other manufacturers, distributors, pharmacies, pharmacy benefit managers, and individual healthcare providers, is a defendant in cases in the United States and Canada filed by various plaintiffs, including counties, cities and other local governmental entities, asserting civil claims related to sales, marketing and/or distribution practices with respect to prescription opioid products.
The lawsuits generally seek equitable relief and monetary damages (including punitive and/or exemplary damages) based on a variety of legal theories, including various statutory and/or common law claims, such as negligence, public nuisance and unjust enrichment. The vast majority of these lawsuits were consolidated in an MDL in the U.S. District Court for the Northern District Court of Ohio.
In April 2025, the Company reached a nationwide settlement framework to resolve opioid-related claims by States, local governments, and Native American tribes against the Company and certain of its subsidiaries. Under the agreed upon framework, the Company would pay up to a maximum of $ 335  million, consisting of annual payments over a nine-year period of between approximately $ 27.5 million and $ 40  million each, to help support state and local efforts to address opioid-related issues. Following a sign-on period, the settlement framework has achieved high levels of participation, including all States and Territories, all litigating Native American Tribes, and the vast majority of litigating local governments. The levels of participation include the Attorneys Generals of the States of New York, Alaska, Oregon, Utah, Maryland, and Louisiana which, beginning in January 2023, issued civil subpoenas to the Company seeking information relating to opioids manufactured, marketed, or sold by the Company and related subject matter. Accordingly, the relevant parties have determined to proceed, the settlement has been finalized, and the cases covered by the settlement have either been dismissed, including the vast majority of cases in the MDL, or are in the process of being dismissed. The settlement contains no admission of wrongdoing or liability.
Certain cases not covered by the settlement remain pending, including a small number of actions brought by local governments, actions brought by private hospitals, third party payors, personal injury plaintiffs, and actions brought on behalf of children with Neonatal Abstinence Syndrome due to alleged exposure to opioids. Some of the pending actions are putative class action lawsuits.
The Company has accrued approximately $ 335  million in connection with the possible resolution of certain of these matters at December 31, 2025, which is included in Other Current Liabilities and Other Long-term Obligations in the consolidated balance sheets. Although it is reasonably possible that the Company may incur additional losses from these matters, any amount cannot be reasonably estimated at this time. In addition, the Company expects to incur additional legal and other professional service expenses associated with such matters in future periods and will recognize these expenses as services are received. The Company believes that the ultimate amount paid for these services and claims could have a material effect on the Company's business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price in future periods.

Citalopram
In 2013, the European Commission issued a decision finding that Lundbeck and several generic companies, including Generics [U.K.] Limited (“GUK”), had violated EU competition rules relating to various settlement agreements entered into in 2002 for citalopram. After various appeals, the European Commission’s decision was upheld in March 2021. On March 28, 2023, bodies of the national health authorities in England & Wales filed a case in the U.K. Competition Appeals Tribunal against parties to the citalopram investigation, including GUK, seeking monetary damages, plus interest, purportedly arising from the settlement agreements. GUK, beginning in approximately 2018, has received notices from other health service authorities and insurers asserting an intention to file similar claims. Pursuant to an indemnification agreement, Merck KGaA and GUK have agreed to equally share any damages claimed against Merck KGaA and/or GUK alleged to have been caused by the conduct which is the subject of the European Commission decision.

The Company has accrued approximately € 12.0  million as of December 31, 2025 related to this matter. It is reasonably possible that we will incur additional losses above the amount accrued but we cannot estimate a range of such reasonably possible losses at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts accrued.

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Perindopril

In 2014, the European Commission issued a decision finding that Servier SAS, and certain of its subsidiaries (“Servier”), along with several generic companies, including the Company, had violated EU competition rules relating to various settlement agreements for perindopril. The settlement agreement involving the Company is a 2005 agreement entered into between Servier and Matrix Laboratories Ltd., which the Company acquired in 2007. After various appeals, the European Commission’s decision was upheld in June 2024. The Company satisfied its monetary obligation in 2014.

Bodies of national health authorities in England, Wales, Scotland, and Northern Ireland filed a case in the English High Court against Servier, seeking monetary damages, plus interest, purportedly arising from the settlement agreements. Servier has joined the generic companies, including the Company, as defendants in this litigation. The case has been transferred to the U.K. Competition Appeals Tribunal.

In December 2024, health insurance funds located in the EU filed a case in the Amsterdam District Court against Servier and the generic companies, including the Company, seeking monetary damages, plus interest, purportedly arising from the settlement agreements.

Product Liability
Like other pharmaceutical companies, the Company is involved in a number of product liability lawsuits related to alleged personal injuries arising out of certain products manufactured/or distributed by the Company, including but not limited to those discussed below. Plaintiffs in these cases generally seek damages and other relief on various grounds for alleged personal injury and economic loss.
The Company has accrued approximately $ 67.1 million as of December 31, 2025 for its product liability matters. It is reasonably possible that we will incur additional losses and fees above the amount accrued but we cannot estimate a range of such reasonably possible losses or legal fees related to these claims at this time. There are no assurances, however, that settlements reached and/or adverse judgments received, if any, will not exceed amounts accrued.
Nitrosamines
The Company, along with numerous other manufacturers, retailers, and others, are parties to litigation relating to alleged trace amounts of nitrosamine impurities in certain products, including valsartan and ranitidine. The vast majority of these lawsuits naming the Company in the United States are pending in two MDLs, namely an MDL pending in the United States District Court for the District of New Jersey concerning valsartan and an MDL pending in the United States District Court for the Southern District of Florida concerning ranitidine. The lawsuits against the Company in the MDLs include putative and certified classes seeking the refund of the purchase price and other economic and punitive damages allegedly sustained by consumers and end payors as well as individuals seeking compensatory and punitive damages for personal injuries allegedly caused by ingestion of the medications. A similar lawsuit pertaining to valsartan is pending in Israel. Third party payor, consumer and medical monitoring classes were certified in the valsartan MDL. The Company has also received requests to indemnify purchasers of the Company’s API and/or finished dose forms of these products. The Company has reached an agreement in principle to resolve the valsartan personal injury lawsuits in the U.S.

The original master complaints concerning ranitidine were dismissed on December 31, 2020. The end-payor plaintiff immediately appealed to the U.S. Court of Appeals for the Eleventh Circuit, which affirmed the dismissal. The personal injury and consumer putative class plaintiffs filed amended master complaints. The Company was not named as a defendant in the amended master complaints, though it was still named in certain short form complaints filed by personal injury plaintiffs. The trial court has dismissed all remaining claims against the generic defendants. Certain of the personal injury plaintiffs appealed this dismissal, which remains pending.

Lipitor
A number of individual and multi-plaintiff lawsuits have been filed against Pfizer in various federal and state courts alleging that the plaintiffs developed type 2 diabetes purportedly as a result of the ingestion of Lipitor. Plaintiffs seek compensatory and punitive damages. In February 2014, the federal actions were transferred for consolidated pre-trial proceedings to an MDL in the U.S. District Court for the District of South Carolina. The District Court granted Pfizer’s motion for summary judgment and dismissed all of the federal cases in 2017, which was subsequently affirmed on appeal. Since 2016, certain cases in the MDL were remanded to certain state courts. State court proceedings remain pending in Missouri and New York.
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Depo-Provera
Beginning in October 2024, the Company (including Greenstone LLC), Pfizer and certain entities related to Pfizer, and Prasco Labs were named in a number of lawsuits filed in federal and state courts related to claims pertaining to Depo-Provera. Certain of these lawsuits include allegations that individual plaintiffs developed meningiomas purportedly as a result of the ingestion of Depo-Provera or its authorized generic equivalent and seek compensatory and punitive damages. Putative class complaints seeking relief in the form of medical monitoring for individuals from certain states who have taken Depo-Provera or its authorized generic equivalent, but have not developed meningiomas, were also filed. In February 2025, the federal lawsuits were transferred for consolidated pre-trial proceedings to an MDL in the U.S. District Court for the Northern District of Florida. Pfizer is the new drug application holder of Depo-Provera and markets and sells the branded version of the product. Greenstone LLC was a subsidiary of Pfizer until the closing of the Combination and sold the authorized generic of Depo-Provera until the closing of the Combination. Concurrently with the closing of the Combination, Pfizer divested the authorized generic of Depo-Provera to Prasco Labs. In June 2025, the MDL court implemented a process whereby, with respect to current and future cases filed against the Company in this MDL, Plaintiffs must show why claims against the Company are appropriate. As a result of this process, the Company has been dismissed without prejudice from all cases originally pending in this MDL. The Company has also been dismissed without prejudice in certain state court cases. The Company has sought to tender its defense and is seeking indemnification for these claims from Pfizer pursuant to the Separation and Distribution Agreement and Pfizer is seeking cross-indemnification from the Company pursuant to the Separation and Distribution Agreement with respect to the authorized generic product previously sold by Greenstone LLC.

Intellectual Property
The Company is involved in a number of patent litigation lawsuits involving the validity and/or infringement of patents held by branded pharmaceutical manufacturers. The Company uses its business judgment to decide to market and sell certain products, in each case based on its belief that the applicable patents are invalid and/or that its products do not infringe, notwithstanding the fact that allegations of patent infringement(s) or other potential third party rights have not been finally resolved by the courts. The risk involved in doing so can be substantial because the remedies available to the owner of a patent for infringement may include a reasonable royalty on sales or damages measured by the profits lost by the patent owner. If there is a finding of willful infringement, damages may be increased up to three times. Moreover, because of the discount pricing typically involved with bioequivalent products, patented branded products generally realize a substantially higher profit margin than generic and biosimilar products. The Company also faces challenges to its patents, including suits in various jurisdictions pursuant to which generic drug manufacturers, payers, governments, or other parties are seeking damages for allegedly causing delay of generic entry. An adverse decision in any of these matters could have an adverse effect that is material to our business, financial condition, results of operations, cash flows, ability to pay dividends or repurchase shares and/or stock price.
Dimethyl Fumarate
The Company launched its generic dimethyl fumarate (“DMF”) product in Europe starting in July 2022 after the European Commission concluded that Biogen was not entitled to regulatory data exclusivity for Tecfidera®. In December 2023, based on its interpretation of an intervening ruling from the Court of Justice of the European Union (“CJEU”), the European Commission revoked certain generic marketing authorizations for DMF, including the Company’s. The Company challenged the European Commission’s revocation decision before the General Court of the European Union (“GCEU”) and, in February 2026, the GCEU denied the Company’s challenge. The Company intends to appeal to the CJEU.
Beginning in October 2023, Biogen filed damages actions in commercial courts of Spain, Belgium, France, Netherlands, Portugal, Germany, Italy, Estonia, Finland and Croatia claiming that the Company’s sales of generic DMF violated Tecfidera’s purportedly restored regulatory exclusivity and these actions are in various stages. Biogen’s purported regulatory exclusivity for Tecfidera expired in February 2024, its patent covering DMF has been revoked, and the Company has secured a new marketing authorization for DMF. Thus, the Company has resumed commercializing DMF in Europe.

Yupelri
Beginning in January 2023, certain generic companies notified us that they had filed ANDAs with the FDA seeking approval to market generic versions of Yupelri® with associated Paragraph IV certifications. Beginning in February 2023, we brought patent infringement actions against the generic filers. The Company has entered into settlement agreements with all but one of the generic filers, granting them licenses to commercialize their generic versions of Yupelri® in April 2039 or earlier depending on certain circumstances. One ANDA filer remains in the litigation in the U.S. District Court for the District of New
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Jersey. The remaining ANDA filer has submitted a Paragraph III certification to Orange Book-listed patents that expire on October 31, 2028, and on August 25, 2031, which confirms that it will not seek to market its ANDA product until after those patents expire. The Company is currently asserting three Orange Book-listed method of use patents against the remaining ANDA filer, the latest of which expires on October 23, 2039.

Tyrvaya
In June 2023, a generic company notified Oyster Point that it had filed an ANDA with the FDA seeking approval to market a generic version of Tyrvaya® with associated Paragraph IV certifications. In July 2023, Oyster Point brought a patent infringement action against the generic filer in the U.S. District Court for the District of New Jersey. The Company has entered into a settlement agreement with the generic company resolving the litigation and granting licenses to commercialize its generic version of Tyrvaya® in October 2034, or earlier depending on certain circumstances.
In January 2026, Oyster Point brought a patent infringement action against a second generic filer in the U.S. District Court for the District of New Jersey. The Company is asserting infringement of patents that expire on October 19, 2035. This lawsuit automatically stays FDA approval of the generic company’s ANDA until June 2028, or until an adverse court decision, if any, whichever may occur earlier.
Amitiza
Beginning in September 2023, Sawai Pharmaceutical Co. (“Sawai”) and Towa Pharmaceutical Co. Ltd. (“Towa”) filed challenges with the Japanese Patent Office (“JPO”) asserting invalidity of JP ’4332353 (“the ’353 patent”) and its patent term extensions (“PTE”) relevant to Amitiza®, which the Company commercializes in Japan in 24µg and 12µg dosages as a licensee of the relevant patents. The remaining PTE for the ‘353 patent, which was granted based on the approval of the 12µg product, expires in April 2027. In April 2025 and June 2025, the JPO upheld the validity of the ‘353 patent and its PTE. Sawai has filed appeals against these JPO decisions with the Intellectual Property High Court.

In October 2025, the Company filed an action before the Osaka District Court asserting that Sawai’s proposed 24µg generic product would infringe the remaining PTE for the ’353 patent, as well as the remaining PTE for JP ‘4889219, which was also granted based on the approval of the 12µg product and expires in December 2028. The Company is seeking a finding of infringement and an order prohibiting Sawai from commercializing its proposed 24µg product until PTE expiration. In February 2026, the Osaka District Court denied the Company’s request for a preliminary injunction, which the Company has appealed to the Intellectual Property High Court. In February 2026, generic 24µg products for Sawai and Towa received regulatory approval.
Beginning in April 2024, Sawai filed challenges with the JPO with respect to the 12µg strength, asserting invalidity of PTE of five patents expiring in October 2025, September 2026, August 2027, November 2027, and December 2028, and challenged the validity of the August 2027 patent itself. In January 2026, the JPO upheld the validity of the August 2027 patent.
In April 2025, Sawai filed an action before the Tokyo District Court alleging unfair competition and seeking to restrain the Company from communicating with the public and the Japan Ministry of Health, Labor and Welfare about the patent coverage for Amitiza. In December 2025, the Tokyo District Court dismissed Sawai’s unfair competition action. This matter is now closed.

Ryzumvi

In February 2025, a generic company notified the Company that it had filed an ANDA with the FDA seeking approval to market a generic version of Ryzumvi® with associated Paragraph IV certifications. The generic company asserts the invalidity and/or non-infringement of Orange Book listed patents that have an expiration date of January 31, 2034, and October 25, 2039. In March 2025, the Company brought a patent infringement action against the generic filer in the U.S. District Court for the District of New Jersey. This lawsuit automatically stays FDA approval of the generic company’s ANDA until August 3, 2027, or until an adverse court decision, if any, whichever may occur earlier.

The Company has approximately $ 0.7 million accrued related to its intellectual property matters at December 31, 2025. It is reasonably possible that we may incur additional losses and fees but we cannot estimate a range of such reasonably possible losses or legal fees related to these claims at this time.

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Other Litigation
The Company is involved in various other legal proceedings including commercial, contractual, employment, or other similar matters that are considered normal to its business. The Company has approximately $ 9.1 million accrued related to these various other legal proceedings at December 31, 2025.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.

ITEM 9A. Controls and Procedures
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Management has not identified any changes in the Company’s internal control over financial reporting (“ICFR”) that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
Management’s Report on ICFR is on page 83, which is incorporated herein by reference. The effectiveness of the Company’s ICFR as of December 31, 2025 has been audited by Deloitte & Touche LLP (PCAOB ID No. 34), an independent registered public accounting firm, as stated in their report on page 86, which is incorporated herein by reference.

ITEM 9B. Other Information
Trading Arrangements
During the three months ended December 31, 2025, no director or “officer” of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance
Code of Ethics
The Viatris board of directors has adopted a Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Corporate Controller. The Viatris board of directors also has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees. The Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Corporate Controller and the Code of Business Conduct and Ethics are posted on Viatris’ website at http://www.viatris.com/en/About-Us/Corporate-Governance, and Viatris intends to post any amendments to and waivers from each of the Code of Ethics for the Company’s Chief Executive Officer, Chief Financial Officer and Corporate Controller and the Code of Business Conduct and Ethics that are required to be disclosed on that website.
Insider Trading Policies and Procedures
We have adopted a Global Insider Trading Policy and Insider Trading Policy Additional Procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees, as well as by Viatris itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing
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standards applicable to us. A copy of our Global Insider Trading Policy and Insider Trading Policy Additional Procedures is included as Exhibit 19 to this Form 10-K.
The additional information required by this Item 10 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

ITEM 11. Executive Compensation
The information required by this Item 11 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
The following table shows information about the securities authorized for issuance under Viatris’ equity compensation plans as of December 31, 2025:

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
(a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
(c)
Plan Category
Equity compensation plans approved by security holders 35,376,916  $ 12.23  49,459,997 
Equity compensation plans not approved by security holders —  —  — 
Total 35,376,916  $ 12.23  49,459,997 

The additional information required by this Item 12 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.

ITEM 14. Principal Accounting Fees and Services
The information required by this Item 14 is incorporated by reference from Viatris’ 2026 Proxy Statement, which will be filed with the SEC no later than 120 days after the close of Viatris’ fiscal year ended December 31, 2025.
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PART IV

ITEM 15. Exhibits, Consolidated Financial Statement Schedules
1. Consolidated Financial Statements
The Consolidated Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this Form.
2. Consolidated Financial Statement Schedules
VIATRIS INC. AND SUBSIDIARIES
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(In millions)

Description Beginning
Balance Additions Charged to Costs and Expenses Additions Charged to Other
Accounts (1)
Deductions (2)
Ending
Balance
Allowance for doubtful accounts:
Year ended December 31, 2025 $ 107.6   40.2   —   ( 11.8 ) $ 136.0  
Year ended December 31, 2024 $ 118.8   17.4   —   ( 28.6 ) $ 107.6  
Year ended December 31, 2023 $ 114.7   26.6   —   ( 22.5 ) $ 118.8  
Valuation allowance for deferred tax assets:
Year ended December 31, 2025 $ 1,233.4   222.7   69.3   ( 88.8 ) $ 1,436.6  
Year ended December 31, 2024 $ 421.4   925.4   1.0   ( 114.4 ) $ 1,233.4  
Year ended December 31, 2023 $ 387.0   41.0   16.1   ( 22.7 ) $ 421.4  

____________ 
(1) These amounts include balances from acquisitions and foreign currency translation.
(2) 2023 amounts include balances reclassified to Assets Held for Sale and Liabilities Held for Sale .

3. Exhibits

2.1(a)
Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V. and Mylan II B.V., included as Annex A to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference. ^

2.1(b)
Amendment No. 1, dated as of May 29, 2020, to the Business Combination Agreement, dated as of July 29, 2019, by and among Pfizer Inc., Upjohn Inc., Utah Acquisition Sub Inc., Mylan N.V., Mylan I B.V. and Mylan II B.V., included as Annex B to the Information Statement included as Exhibit 99.1 to the Report on Form 8-K filed by Upjohn Inc. with the SEC on August 6, 2020, and incorporated herein by reference . ^

2.2(a)
Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.2 to the Report on Form 8-K filed by Mylan N.V. with the SEC on July 29, 2019, and incorporated herein by reference.^
2.2(b)
Amendment No. 1, dated as of February 18, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed by Mylan N.V. as Exhibit 2.1 to Form 10-Q for the quarter ended March 31, 2020 , and incorporated herein by reference.

2.2(c)
Amendment No. 2, dated as of May 29, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.2 to the Report on Form 8-K filed by Mylan N.V. with the SEC on June 1, 2020, and incorporated herein by reference.^

2.2(d)
Amendment No. 3, dated as of September 18, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.6 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference.^

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2.2(e)
Amendment No. 4, dated as of November 15, 2020, to the Separation and Distribution Agreement, dated as of July 29, 2019, by and between Pfizer Inc. and Upjohn Inc., filed as Exhibit 2.7 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference.^

2.3(a)
Transaction Agreement, dated as of February 27, 2022, by and among Biocon Biologics Limited and Viatris Inc., filed as Exhibit 2.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on February 28, 2022, and incorporated herein by reference.^
2.3(b)
Amendment No. 1 to Transaction Agreement, dated as of November 28, 2022, by and between Biocon Biologics Limited and Viatris Inc., filed as Exhibit 2.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 29, 2022, and incorporated herein by reference.^
2.3(c)
Omnibus Amendment No. 1, effective as of May 17, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilar Collaborations Ireland Limited, Biosimilars Newco Limited, and Biocon Biologics Limited, filed by Viatris Inc. as Exhibit 2.1 to Form 10-Q for the quarter ended June 30, 2023, and incorporated herein by reference.

2.3(d)
Omnibus Amendment No. 2, effective as of December 19, 2023, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilars Newco Limited, and Biocon Biologics Limited, filed by Viatris Inc. as Exhibit 2.3(d) to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.^

2.3(e)
Omnibus Amendment No. 3, effective as of December 24, 2024, by and among Viatris Inc., Biocon Biologics UK Limited, Biosimilar Collaborations Ireland Limited, Biosimilars Newco Limited, and Biocon Biologics Limited, filed by Viatris Inc. as Exhibit 2.3(e) to Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.^

2.4(a)
Put Option Agreement, dated October 1, 2023, between Cooper Consumer Health SAS and Viatris Inc., filed by Viatris Inc. as Exhibit 2.1 to Form 10-Q for the quarter ended September 30, 2023, and incorporated herein by reference.^

2.4(b)
Transaction Agreement, dated as of January 29, 2024, by and among Cooper Consumer Health SAS, Cooper Consumer Health IT S.r.l., Viatris Inc., Viatris Italia S.r.l. and Ipex AB, filed as Exhibit 2.1 to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on January 30, 2024, and incorporated herein by reference. ^

3.1(a)
Amended and Restated Certificate of Incorporation of Upjohn Inc., effective as of November 13, 2020, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference.
3.1(b)
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Upjohn Inc., effective as of November 16, 2020, filed as Exhibit 3.3 to the Report on Form 8-K filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference.

3.1(c)
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023, filed by Viatris Inc. as Exhibit 3.1(c) to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.

3.1(d)
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Viatris Inc., effective as of December 15, 2023, filed by Viatris Inc. as Exhibit 3.1(d) to Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.

3.2
Amended and Restated Bylaws of Viatris Inc., effective as of October 24, 2025, filed as Exhibit 3.1 to the Report on Form 8-K filed by Viatris Inc. with the SEC on October 24, 2025, and incorporated herein by reference.

4.1(a)
Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Report on Form 8-K filed by Mylan Inc. with the SEC on November 29, 2013, and incorporated herein by reference.
4.1(b)
First Supplemental Indenture, dated November 29, 2013, between Mylan Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit 4.2 to the Report on Form 8-K filed by Mylan Inc. with the SEC on November 29, 2013, and incorporated herein by reference.
4.1(c)
Second Supplemental Indenture, dated February 27, 2015, among Mylan Inc., as issuer, Mylan N.V., as guarantor, and The Bank of New York Mellon, as trustee, to the Indenture, dated November 29, 2013, filed as Exhibit 4.6 to the Report on Form 8-K filed by Mylan N.V. with the SEC on February 27, 2015, and incorporated herein by reference.

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4.1(d)
Third Supplemental Indenture, dated March 12, 2015, between and among Mylan Inc., as issuer, Mylan N.V., as parent, and The Bank of New York Mellon, as trustee, to the Indenture, dated November 29, 2013, filed by Mylan N.V. as Exhibit 4.5(b) to Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference.
4.1(e)
Fourth Supplemental Indenture dated November 16, 2020, by and among Mylan Inc., Viatris Inc., Utah Acquisition Sub Inc., Mylan II B.V. and the Bank of New York Mellon, as trustee, to the Indenture dated November 29, 2013, by and between Mylan Inc. and the Bank of New York Mellon, as trustee, filed as Exhibit 4.7 to the Report on Form 8-K/A filed by Viatris Inc. with the SEC on November 19, 2020, and incorporated herein by reference.