Vir Biotechnology, Inc. 10-Q

Item 5. Other Information. Director and Officer Trading Arrangements A portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. During the quarterly period covered by this report, none of our directors or officers entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) except as follows: On February 29, 2024 , for estate and financial planning reasons, Vicki Sato, Ph.D ., the Chair of our Board of Directors , adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the “Sato Trading Plan”). The Sato Trading Plan provides for potential trading activity from July 1, 2024, through June 30, 2025, with two monthly limit orders covering up to an aggregate of 263,040 shares of our common stock, which represents approximately 20% of the aggregate shares of Company common stock she currently holds. Dr. Sato has held the shares subject to the Sato Trading Plan for over 7 years from the date she acquired them on January 7, 2017. Under the Company’s 10b5-1 plan guidelines, Dr. Sato is prohibited from selling more than 50,000 shares in a single trading day. Each contemplated limit order will remain open for one month, and each open limit order will cancel at the end of that same month if the stock market price of our common stock does not reach the various limit prices specified in the Sato Trading Plan. Even if all the shares subject to the Sato Trading Plan are sold pursuant to such plan, Dr. Sato would still remain in compliance with the Company’s applicable equity ownership guidelines. The Sato Trading plan will expire upon the earlier of (i) the date all sales contemplated by the Sato Trading Plan have been executed, or (ii) June 30, 2025. On January 31, 2024 , Ann (Aine) Hanly, Ph.D. , our Executive Vice President and Chief Technology Officer, adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the “Hanly Trading Plan”). The Hanly Trading Plan provides for two limit order same day sales of vested stock options. Pursuant to these two orders, an aggregate of 22,518 shares of our common stock may be exercised and sold into the market. Under the Company’s 10b5-1 plan guidelines, Dr. Hanly is prohibited from selling more than 50,000 shares in a single trading day. Even if all the shares subject to the Hanly Trading Plan are sold pursuant to such plan, Dr. Hanly would still remain in compliance with the Company’s applicable equity ownership guidelines. The Hanly Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the Hanly Trading Plan have been executed, or (ii) January 29, 2025. 71 Table of Contents On February 22, 2024, the Company issued restricted stock units (“RSUs”) subject to mandatory sell-to-cover tax withholding arrangements to the following officers of the Company: • Marianne De Backer, M.Sc., Ph.D., MBA, Chief Executive Officer; • Sung Lee, Executive Vice President and Chief Financial Officer; and • Ann (Aine) Hanly, Ph.D., Executive Vice President and Chief Technology Officer. Additionally, on January 22, 2024 , March 1, 2024 , March 2, 2024 and March 5, 2024 (each, an applicable “Adoption Date”), respectively, each of Ann (Aine) Hanly, Ph.D ., our Executive Vice President and Chief Technology Officer , Sung Lee , our Executive Vice President and Chief Financial Officer , Marianne De Backer , M.Sc., Ph.D., MBA, our Chief Executive Officer , and Phillip Pang, M.D., Ph.D ., our former Executive Vice President and Chief Medical Officer , entered into a 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1 (c)(1)(ii)(D)(3) of the Exchange Act) with respect to certain RSUs (the “Sell-to-Cover Instructions”). Each of the Sell-to-Cover-Instructions provides for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement of RSUs in amount necessary to satisfy the Company’s applicable tax withholding obligation, which is based on the fair market value of the shares of the Company’s common stock subject to the RSUs that are settled on each applicable vesting date. The proceeds of any such sale will be delivered to us in satisfaction of such tax withholding obligations. Each of the Sell-to-Cover Instructions are subject to applicable “cooling-off periods”, consistent with Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act. Each of Drs. De Backer’s, Hanly’s and Pang’s and Mr. Lee’s Sell-to-Cover Instructions apply with respect to the first award of RSUs granted on or after their respective hire dates and any RSUs that may, from time to time following such date, be granted to them by the Company, other than any future granted RSUs which by the terms of the applicable award agreement require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions. Drs. Hanly’s and Pang’s Sell-to-Cover-Instructions further apply to any outstanding RSUs that were granted to them by the Company prior to the applicable Adoption Dates of their respective Sell-to-Cover Instructions that (i) are not subject to any prior automatic sale or sell-to-cover instruction and (ii) for which the next vesting date is after the applicable cooling-off period, other than any previously granted RSUs which by the terms of the applicable award agreement require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions. The number of shares that will be sold under these RSU sell-to-cover tax withholding arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement. 72 Table of Contents Item 6. Exhibits. (a) Exhibits. Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39083), filed with the SEC on October 16, 2019). 3.2 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39083), filed with the SEC on March 8, 2023). 10.1† Letter Agreement between the Company and Glaxo Wellcome UK Limited, dated February 21, 2024. 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline 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. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). ____________________________________________________________________ † Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. * The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 73 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. VIR BIOTECHNOLOGY, INC. Date: May 3, 2024 By: /s/ Marianne De Backer Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer and Director (Principal Executive Officer) Date: May 3, 2024 By: /s/ Sung Lee Sung Lee Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 74