BeOne Medicines Ltd. 10-Q

Item 5. Other Information. (a) Effective as of August 3, 2026, the Swiss Articles were amended to reflect changes in the Company’s total issued share capital resulting from the issuance to one of the Company’s wholly-owned subsidiaries of 866,073 of the Company’s fully paid-up registered shares with a nominal value of $0.0001 each, which are being used in connection with the Company’s share delivery obligations from time to time pursuant to its equity benefit plans. As a result of this amendment, the Swiss Articles now reflect a share capital of $154,184.1971 divided into 1,541,841,971 fully paid-up registered shares, and the capital band provision contained therein has been updated. A copy of the Company’s amended Swiss Articles is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Table of Contents (c) The following table describes for the quarterly period covered by this report each trading arrangement for the purchase or sale of the Company’s securities adopted , modified or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Chan Lee ( Senior Vice President, General Counsel ) Adoption ( May 29, 2026 ) Rule 10b5-1 trading arrangement Sale August 28, 2027 Up to 9,353 ADSs plus up to such additional number of ADSs subject to restricted share units (“RSUs”) equal to the net number of ADSs resulting from applicable RSU vestings after sell-to-cover for withholding tax. Dr. Xiaodong Wang ( Co-Founder and Director ) Adoption ( June 9, 2026 ) Rule 10b5-1 trading arrangement Sale September 8, 2027 Stock options and RSUs equaling up to 131,370 ADSs. Item 6. Exhibits. See the Exhibit Index below for a list of the exhibits filed as part of, or incorporated by reference into, this Quarterly Report, which Exhibit Index is incorporated herein by reference. Table of Contents EXHIBIT INDEX Exhibit No. Exhibit Description Filed/Furnished Herewith Incorporated by Reference Herein from Form or Schedule Filing Date SEC File / Reg. Number 3.1 Articles of Association of BeOne Medicines Ltd., effective August 3 , 2026 X 10.1# Independent Non-Executive Director Compensation Policy, as amended 10-Q (Exhibit 10.1) 5/6/2026 001-37686 10.2# Form of Global Restricted Share Unit Award Agreement for Non-Employee Directors under the Fourth Amended and Restated 2016 Share Option and Incentive Plan 10-Q (Exhibit 10.2) 5/6/2026 001-37686 10.3# Fifth Amended and Restated 2016 Share Option and Incentive Plan 8-K (Exhibit 10.1) 6/11/2026 001-37686 10.4# Sixth Amended and Restated 2018 Employee Share Purchase Plan X 31.1 Certification of Principal Executive Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended X 31.2 Certification of Principal Financial Officer Required Under Rule 13a‑14(a) and 15d‑14(a) of the Securities Exchange Act of 1934, as amended X 32.1* Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 X 101.INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) X * Furnished herewith. # Indicates a management contract or any compensatory plan, contract or arrangement. Table of Contents 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 authorized. BEONE MEDICINES LTD. Date: August 5, 2026 By: /s/ John V. Oyler John V. Oyler Chief Executive Officer and Chairman (Principal Executive Officer) Date: August 5, 2026 By: /s/ Aaron Rosenberg Aaron Rosenberg Chief Financial Officer (Principal Financial Officer)