1 unchanged sentence
Trading Plans
−Removed: During the three months ended March 31, 2025, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K, except as follows:
−Removed: • On March 28, 2025 , Tuan Nguyen, our Chief Financial Officer, entered into a sell-to-cover instruction letter (the Sell-to-Cover Instruction Letter) which constitutes a “Rule 10b5-1 trading arrangement,” intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.
−Removed: The Sell-to-Cover Instruction Letter, which applies to grants of restricted stock units (RSUs) whether vesting is based on the passage of time and/or the achievement of performance criteria, provides for the automatic sale of common shares as soon as practicable on or after each settlement date of a covered RSU in an amount sufficient to satisfy the applicable tax withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable tax withholding obligation.
−Removed: The number of common shares subject to covered RSUs that will be sold to satisfy the applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the common shares at the time of settlement and the potential future grants of RSUs subject to the Sell-to-Cover Instruction Letter.
−Removed: The expiration date of the Sell-to-Cover Instruction Letter is the date on which the tax withholding obligation arising from the vesting of all covered RSUs and the related issuance of common shares has been satisfied.
−Removed: Mr Nguyen does not currently hold any RSUs, but he may become eligible to receive grants of RSUs in the future.
+Added: During the three months ended June 30, 2025, none of our directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
EXHIBIT INDEX
2 unchanged sentences
3.2 Amendment to Articles of the Company (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 7, 2018).
−Removed: 10.1#*+ Executive Employment Agreement, dated February 25, 2025, by and between Arbutus Biopharma, Inc.
−Removed: and Lindsay Androski.
−Removed: 10.2 Agreement, dated March 2, 2025, by and between the Company and Genevant Sciences GmbH (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 3, 2025).
−Removed: 10.3#*+ Executive Employment Agreement, dated March 25, 2025, by and between Arbutus Biopharma, Inc.
−Removed: and Tuan Nguyen.
−Removed: 10.4#* Separation Agreement and General Release, dated effective March 25, 2025, by and between Arbutus Biopharma, Inc.
−Removed: and Michael J.
−Removed: 10.5#* Consulting Agreement, dated March 28, 2025, by and between Arbutus Biopharma, Inc.
−Removed: and Karen Sims.
+Added: Termination Agreement, dated June 20, 2025, by and between Arbutus Biopharma Corporation and Qilu Pharmaceutical Co., Ltd.
+Added: (incorporated herein by reference to Exhibit 10.1 to the R egistrant ’ s Current Report on Form 8-K, f iled with the SEC on June 25, 2025 ) .
Separation Agreement and General Release, dated effective April 1, 2025, by and between Arbutus Biopharma, Inc.
−Removed: and Karen Sims.
+Added: and Karen Sims (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 14, 2025).
Separation Agreement and General Release, dated effective April 2, 2025, by and between Arbutus Biopharma, Inc.
−Removed: and David Hastings.
+Added: and David Hastings (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 14, 2025).
31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 The following materials from Arbutus Biopharma Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in inline XBRL (eXtensible Business Reporting Language):
+Added: 101 The following materials from Arbutus Biopharma Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in inline XBRL (eXtensible Business Reporting Language):
(i) Condensed Consolidated Balance Sheets;
(ii) Condensed Consolidated Statements of Operations;
−Removed: (iii) Condensed Consolidated Statements of Comprehensive Loss;
+Added: (iii) Condensed Consolidated Statements of Comprehensive Income (Loss);
(iv) Condensed Consolidated Statements of Stockholders’ Equity;
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** Furnished herewith.
+Added: † Certain confidential portions of the agreement were omitted by means of marking such portions with brackets (due to the registrant customarily and actually treating such information as private or confidential and such omitted information not being material) pursuant to Item 601 of Regulation S-K promulgated by the SEC.
+Added: Arbutus agrees to supplementally furnish a copy of any confidential portions to the SEC upon request.
# Management Contract or Compensatory Arrangement
−Removed: + Certain schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
+Added: + Certain schedules (or similar attachments) to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
A copy of any omitted schedules will be furnished supplementally to the SEC upon request.
−Removed: 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 authorized on May 14, 2025.
+Added: 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 authorized on August 6, 2025.
ARBUTUS BIOPHARMA CORPORATION
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.