Viatris Inc. Files 8-K with Corporate Updates

Ticker: VTRS · Form: 8-K · Filed: Oct 24, 2025 · CIK: 1792044

Sentiment: neutral

Topics: corporate-governance, filing, regulatory

Related Tickers: VTRS

TL;DR

Viatris filed an 8-K on 10/24/25 covering bylaws, nominations, and financials.

AI Summary

Viatris Inc. filed an 8-K on October 24, 2025, reporting several items including amendments to its articles of incorporation or bylaws, shareholder nominations under Rule 14a-11, and other events. The filing also includes financial statements and exhibits. Viatris Inc. is incorporated in Delaware and its principal executive offices are located in Canonsburg, Pennsylvania.

Why It Matters

This filing provides updates on Viatris Inc.'s corporate governance and regulatory compliance, which are important for investors to monitor.

Risk Assessment

Risk Level: low — This is a routine corporate filing with no immediate financial or operational risks indicated.

Key Players & Entities

FAQ

What specific amendments were made to Viatris Inc.'s articles of incorporation or bylaws?

The filing indicates amendments were made, but the specific details of these amendments are not provided in the summary text.

What is the significance of the shareholder nominations under Exchange Act Rule 14a-11?

This item suggests that shareholder nominations for director positions are being reported, which is a standard disclosure for public companies.

Are there any new financial statements or exhibits included with this 8-K filing?

Yes, the filing explicitly states that 'Financial Statements and Exhibits' are included as part of the report.

When was Viatris Inc. incorporated, and where are its main offices located?

Viatris Inc. was incorporated in Delaware, and its principal executive offices are located at 1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317.

What is the former name of Viatris Inc. and when did the name change occur?

The former name of Viatris Inc. was Upjohn Inc., and the date of the name change was October 23, 2019.

Filing Stats: 1,021 words · 4 min read · ~3 pages · Grade level 12.4 · Accepted 2025-10-24 16:21:12

Key Financial Figures

Filing Documents

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 24, 2025, the Board of Directors (the "Board") of Viatris Inc. ("Viatris" or the "Company") approved the Amended and Restated Bylaws of Viatris Inc. (the "Amended and Restated Bylaws"), which became effective the same date. The Amended and Restated Bylaws amended Section 2.16(b) to specify timely notice of the Notice of Proxy Access Nomination in the event the date of the annual meeting is more than 30 days before or more than 60 days after the first anniversary of the preceding year's annual meeting. The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amended and Restated Bylaws, which are attached as Exhibit 3.1 hereto and incorporated herein by reference.

08

Item 5.08 Shareholder Director Nominations. The information contained in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.08 to the extent applicable.

01

Item 8.01 Other Events. After discussions with investors and in order to move to a more standard annual meeting cadence and drive further efficiency going forward, Viatris will hold its 2026 annual meeting of shareholders (the "2026 Annual Meeting") on May 15, 2026. Further details about the 2026 Annual Meeting, including the time and location, will be set forth in the Company's 2026 proxy statement. The Amended and Restated Bylaws contain advance notice procedures for shareholders to make nominations of candidates for election as directors or to bring other business before the annual meeting of shareholders that is not to be included in the Company's proxy statement. For the 2026 Annual Meeting, any shareholders notice for this purpose must be delivered to the attention of the Corporate Secretary at the principal executive offices of the Company (1000 Mylan Boulevard, Canonsburg, PA 15317) not earlier than the close of business on January 15, 2026 and not later than the close of business on February 14, 2026 and must otherwise comply with the applicable requirements in the Amended and Restated Bylaws. Under the Company's proxy access bylaw, as amended, if a shareholder (or a group of no more than 20 shareholders) who has owned at least 3% of the voting power of the outstanding shares of all classes of capital stock entitled to vote in the election of directors, voting together as a single class, continuously for at least three years immediately preceding the date of the notice of proxy access nomination and has otherwise complied with the requirements set forth in the Amended and Restated Bylaws wants the Company to include director nominees (up to the greater of two nominees or 20% of the Board) in the Company's proxy statement for the 2026 Annual Meeting, the nominations must be delivered to or be mailed and received by the Secretary at the principal executive offices of the Company no earlier than December 16, 2025 and no later than January 15, 2026. If a

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws of Viatris Inc., effective as of October 24, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIATRIS INC. Date: October 24, 2025 By: /s/ THEODORA MISTRAS Theodora Mistras

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