Viatris IncVTRS

Viatris Inc Stock Compensation Disclosure

10-KFiled Feb 26, 20263 min read
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, 20243,350,786 $35.94 
Exercised(18,537)6.83 
Forfeited(871,444)41.45 
Outstanding at December 31, 20252,460,805 $34.21 
Vested and expected to vest at December 31, 20252,460,291 $34.22 
Exercisable at December 31, 20252,457,771 $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, 202429,083,934 $11.49 
Granted19,476,572 9.56 
Released(12,931,495)10.93 
Forfeited(2,712,900)11.17 
Nonvested at December 31, 202532,916,111 $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
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.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 28, 2024
2022Feb 27, 2023
2021Feb 28, 2022
2020Mar 1, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

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