Smith Scott Andrew 4
4 · Viatris Inc · Filed Mar 10, 2026
Research Summary
AI-generated summary of this filing
Viatris CEO Scott Smith Receives 256k RSUs, Withholds 51k Shares
What Happened
Scott Andrew Smith, CEO of Viatris Inc. (VTRS), had restricted stock units (RSUs) convert and settle on March 6, 2026. A total of 256,074 RSUs were acquired/settled (reported as derivative conversions/awards). To satisfy tax withholding, 48,999 and 2,433 shares (total 51,432) were withheld at a price of $14.16 per share, producing proceeds of $693,826 and $34,451 respectively (total ~$728,277). Net shares retained from the settlement are 256,074 − 51,432 = 204,642 shares.
Key Details
- Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (filed timely).
- Primary entries: conversion/settlement of RSUs (transaction code M/A) and share withholding for tax (code F).
- Shares withheld for taxes: 51,432 shares at $14.16/share; total withholding proceeds ≈ $728,277.
- Shares acquired via settlement: 256,074 RSUs (each RSU = 1 share). Net new shares retained ≈ 204,642.
- Notable footnotes: withholding represents tax payment for vesting/settlement of RSUs and associated dividend equivalent units (DEUs); some DEUs were earned in transactions exempt under Rule 16a-11; fractional shares were rounded up per the award terms. (See filing footnotes F1–F7 for details.)
- The filing does not state total Viatris shares beneficially owned by Smith after the transactions in the provided summary.
Context
This was not an open-market sale or purchase but a routine vesting/settlement of equity awards, with shares withheld to cover tax obligations (a common internal method to satisfy withholding). Derivative conversion (M) indicates RSUs converted to shares; withholding (F) indicates shares surrendered/withheld for taxes. Such award vesting is typically compensation-related and does not necessarily signal a change in the insider’s view of the company.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-06+124,519→ 1,374,576 total - Tax Payment
Common Stock
[F1]2026-03-06$14.16/sh−48,999$693,826→ 1,325,577 total - Exercise/Conversion
Common Stock
[F2]2026-03-06+6,182→ 1,331,759 total - Tax Payment
Common Stock
[F3]2026-03-06$14.16/sh−2,433$34,451→ 1,329,326 total - Exercise/Conversion
Restricted Stock Units
[F4]2026-03-06−124,519→ 249,036 totalExercise: $0.00→ Common Stock (124,519 underlying) - Exercise/Conversion
Dividend Equivalent Units
[F5][F6]2026-03-06−6,181.424→ 12,362 totalExercise: $0.00→ Common Stock (6,181.424 underlying) - Award
Restricted Stock Units
[F7]2026-03-06+256,074→ 256,074 totalExercise: $0.00→ Common Stock (256,074 underlying)
Footnotes (7)
- [F1]Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the restricted stock units (RSUs) granted on March 6, 2025.
- [F2]Fractional shares have been rounded up in connection with the settlement described in footnote 6 pursuant to the terms of the RSU award agreement under the Viatris Inc. 2020 Stock Incentive Plan.
- [F3]Represents withholding of shares of common stock for the tax liability associated with the vesting and settlement of a portion of the dividend equivalent units (DEUs) that accrued with respect to the RSUs previously granted on March 6, 2025.
- [F4]Each RSU represents the right to receive one share of common stock of Viatris Inc. (Viatris). 124,519 of the RSUs granted on March 6, 2025 vested on March 6, 2026 and 124,518 will vest on each of March 6, 2027 and March 6, 2028.
- [F5]Amount represents DEUs that accrued with respect to such RSUs in transactions exempt from Section 16 under Rule 16a-11.
- [F6]Represents DEUs that accrued with respect to the RSUs previously granted on March 6, 2025 and vest on the same schedule as the underlying RSUs.
- [F7]Each RSU represents the right to receive one share of common stock of Viatris. 85,358 of the RSUs granted on March 6, 2026 will vest on each of March 6, 2027, March 6, 2028, and March 6, 2029.