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Item 5. Other Information

2024-08-01 compared with 2024-05-03 · 32 added, 35 removed, 32 unchanged (68% of the section changed)

6 unchanged sentences

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.

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.

On June 10, 2024 , for estate and financial planning purposes, Marianne De Backer , M.Sc., Ph.D., MBA, our Chief Executive 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 “De Backer Trading Plan”).

The De Backer Trading Plan provides for a sale of 18,000 shares in a limit order, which order will be in effect from approximately September 11, 2024 to December 31, 2024 .

The sales are intended to generate funds to satisfy Dr.

De Backer’s tax obligation in connection with the vesting in April 2024 of shares pursuant to a restricted stock unit (“RSU”) award.

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.

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;

• 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.

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.

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.

De Backer is prohibited from selling more than 50,000 shares in a single trading day.

The De Backer Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the De Backer Trading Plan have been executed, or (ii) December 31, 2024.

On June 10, 2024 , for estate and financial planning purposes, Janet Napolitano , a member 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 “Napolitano Trading Plan”).

The Napolitano Trading Plan provides for potential trading activity from approximately September 11, 2024 to August 31, 2025 , and includes both market and limit orders covering up to an aggregate of 23,806 shares of our common stock to be sold.

Under the Company’s 10b5-1 plan guidelines, Ms.

Napolitano is prohibited from selling more than 50,000 shares in a single trading day.

The Napolitano Trading plan will expire upon the earlier of (i) the date all sales contemplated by the Napolitano Trading Plan have been executed, or (ii) August 31, 2025.

On June 15, 2024, the Company issued RSUs subject to mandatory sell-to-cover tax withholding arrangements to Ruju Bhatt Srivastava, M.D., the Company’s Executive Vice President, Program Leadership and Management.

Additionally, on April 22, 2024 , and May 21, 2024 , (each, an applicable “Adoption Date”), respectively, Dr.

Srivastava and Mark Eisner , M.D., M.P.H., the Company’s Executive Vice President and Chief Medical Officer , each 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”).

The Sell-to-Cover-Instructions provide for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement of RSUs in amounts 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 the Company in satisfaction of such tax withholding obligations.

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.

Srivastava’s and Eisner’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 agreements 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.

Appointment of Certain Officers

On July 30, 2024, our Board of Directors appointed Dr.

De Backer as principal financial officer and principal accounting officer of the Company.

De Backer’s biographical information is disclosed in the Company’s Current Report on Form 8-K filed with the U.S.

Securities and Exchange Commission (the “Commission”) on January 25, 2023, and in the Company’s definitive proxy statement filed with the Commission on April 19, 2024, and such biographical information is incorporated herein by reference.

There are no arrangements or understandings between Dr.

De Backer and any other persons pursuant to which she was selected as the Company’s principal financial officer and principal accounting officer.

There are no family relationships between Dr.

De Backer and any director or executive officer of the Company.

De Backer has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K .

De Backer will not receive any adjustment to her compensation or any additional compensation in connection with performing the functions of principal financial officer and principal accounting officer of the Company.

(a) Exhibits.

4 unchanged sentences

001-39083), filed with the SEC on March 8, 2023).

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.

31.1 Certification of Principal Executive Officer and 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.

8 unchanged sentences

____________________________________________________________________

† 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.

2 unchanged sentences

VIR BIOTECHNOLOGY, INC.

August 1, 2024

/s/ Marianne De Backer

1 unchanged sentence

Chief Executive Officer and Director

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Executive Officer and Principal Financial Officer)

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.

What changed 10-Q

Item 5. Other Information