UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
month of January 2026
Commission
File Number 001-15170
GSK plc
(Translation
of registrant's name into English)
79 New Oxford Street, London, WC1A 1DG
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F . . . .X. . . . Form 40-F . . . . . . . .
Issued: 20 January 2026, London UK
GSK, Pfizer and Shionogi agree on changes to ViiV Healthcare
shareholding
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Following
Pfizer's exit, Shionogi's holding increases to 21.7%, with GSK
maintaining 78.3% majority share
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Deal
simplifies ViiV Healthcare's shareholder structure.
GSK plc (LSE/NYSE: GSK) ("GSK"), and Shionogi & Co., Ltd (Head
Office: Osaka, Japan; Chief Executive Officer: Isao Teshirogi,
Ph.D) ("Shionogi") today announced that they have reached agreement
together with Pfizer Inc. (NYSE: PFE) ("Pfizer") for the 11.7%
economic interest in ViiV Healthcare Limited ("ViiV Healthcare")
currently held by Pfizer to be replaced with an investment by
Shionogi. As a result of this transaction, Shionogi will increase
its economic interest in ViiV Healthcare to 21.7%. GSK will
maintain its 78.3% majority owned economic interest. Shionogi will
continue to have one Director position on the ViiV Healthcare
Board, and will be represented by Dr John Keller who has been a
Director of ViiV Healthcare since 2012.
Under the terms of the agreement, ViiV Healthcare will issue new
shares to Shionogi for consideration of $2.125 bn and cancel
Pfizer's holding in ViiV Healthcare. Pfizer will receive $1.875 bn
and GSK will receive a special dividend of $0.250 bn (payable in
GBP).
ViiV Healthcare, the global specialist HIV company, is dedicated to
delivering advances in treatment and care for people living with
HIV and for people who could benefit from HIV
prevention.
David Redfern, Chair of ViiV Healthcare said:
"This agreement simplifies ViiV's shareholder structure and
we look
forward to continuing our highly successful collaboration with
Shionogi to advance
ViiV's pipeline and portfolio of long-acting injectable HIV
treatment and prevention medicines. GSK would also like to thank
Pfizer for its longstanding partnership in the development of ViiV
since its establishment in 2009."
John Keller,
Ph.D., Director of the Board, Senior Vice President, R&D
Supervisory Unit at Shionogi said:
"Shionogi is dedicated to addressing major infectious
diseases, with HIV being one of our most important focus areas, as
reflected by our role in the discovery of the innovative integrase
inhibitors dolutegravir and cabotegravir. Our ongoing HIV
research continues to contribute to ViiV's pipeline through
licensing agreements, as is the case for the third-generation
integrase inhibitor S-395598/VH 4524184. We are delighted to
further deepen our strategic partnership with GSK and ViiV through
this agreement, redoubling our commitment and participation in
improving the lives of people living with or affected by
HIV."
Financial and Regulatory Considerations
Completion of the transaction is subject to certain regulatory
clearances in relevant markets, and is expected to occur during the
first quarter of 2026.
On completion, GSK will extinguish the Pfizer put option liability
through retained earnings. The liability will be remeasured
immediately prior to completion, on the same methodology as at 31
December 2025, with any fair value change in the liability
recognised as an adjusting item through other operating
income.
About GSK
GSK is a global biopharma company with a purpose to unite science,
technology, and talent to get ahead of disease together. Find out
more at www.gsk.com.
About Shionogi
Shionogi & Co., Ltd. is a leading global research-driven
pharmaceutical company dedicated to bringing benefits to patients
based on its corporate philosophy of "supplying the best possible
medicine to protect the health and well-being of the patients we
serve." Shionogi has discovered and developed novel antibiotics,
medicines for HIV and influenza, and currently markets medicines
for infectious diseases and central nervous system disorders. For
more information, visit https://www.shionogi.com/global/en.
About ViiV Healthcare
ViiV Healthcare is a global specialist HIV company established in
November 2009 by GSK (LSE: GSK) and Pfizer (NYSE: PFE) dedicated to
delivering advances in treatment and care for people living with
HIV and for people who could benefit from HIV prevention. Shionogi
became a ViiV shareholder in October 2012. The company's aims are
to take a deeper and broader interest in HIV and AIDS than any
company has done before and take a new approach to deliver
effective and innovative medicines for HIV treatment and
prevention, as well as support communities affected by
HIV.
For more information on the company, its management, portfolio,
pipeline, and commitment, please visit viivhealthcare.com.
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements are based on expectations in light of
the information
currently available, assumptions that are subject to risks and
uncertainties which could cause actual results
to differ materially from these statements. Risks and uncertainties
include, but are not limited to, the completion
of the transaction on anticipated terms and timing, including
obtaining antitrust and other regulatory approvals
and clearances in a timely manner or otherwise, and the
satisfaction of other conditions to the
completion of
the transaction. These risks and uncertainties particularly apply
with respect to transaction-related
forward-looking statements.
GSK and Shionogi disclaim any intention or obligation to update or
revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
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GSK enquiries
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Media:
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Tim Foley
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+44 (0) 20 8047 5502
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(London)
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Sarah Clements
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+44 (0) 20 8047 5502
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(London)
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Kathleen Quinn
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+1 202 603 5003
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(Washington DC)
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Alison Hunt
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+1 540 742 3391
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(Washington DC)
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Investor Relations:
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Constantin Fest
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+44 (0) 7831 826525
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(London)
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James Dodwell
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+44 (0) 20 8047 2406
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(London)
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Mick Readey
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+44 (0) 7990 339653
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(London)
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Steph Mountifield
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+44 (0) 7796 707505
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(London)
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Sam Piper
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+44 (0) 7824 525779
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(London)
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Jeff McLaughlin
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+1 215 751 7002
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(Philadelphia)
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Frannie DeFranco
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+1 215 751 3126
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(Philadelphia)
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Shionogi enquiries
Website Inquiry Form: https://www.shionogi.com/global/en/contact.html
Cautionary statement regarding forward-looking
statements
GSK cautions investors that any forward-looking statements or
projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Such factors
include, but are not limited to, those described in the "Risk
Factors" section in GSK's Annual Report on Form 20-F for 2024, and
GSK's Q3 Results for 2025.
Registered in England & Wales:
No.
3888792
Registered Office:
79
New Oxford Street
London
WC1A
1DG
SIGNATURES
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, thereunto duly authorised.
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GSK plc
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(Registrant)
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Date: January
20, 2026
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By:/s/ VICTORIA
WHYTE
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Victoria Whyte
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Authorised
Signatory for and on
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behalf
of GSK plc
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