Smith Scott Andrew 4

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.