What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-08 compared with 2024-11-04 · 28 added, 30 removed, 33 unchanged (64% of the section changed)

1 unchanged sentence

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.

A portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under 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.

2 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 July 15, 2024, the Company issued restricted stock units (“RSUs”) subject to mandatory sell-to-cover tax withholding arrangements intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) to Mark Eisner, M.D., M.P.H., our Executive Vice President and Chief Medical Officer.

On August 5, 2024 , for estate and financial planning purposes, Dr.

Eisner , 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 “Eisner Trading Plan”).

The Eisner Trading Plan provides for a sale of up to 53,125 shares issuable upon the exercies of stock options pursuant to limit orders, which orders will be in effect from approximately July 15, 2025 to December 31, 2025 .

The Eisner Trading Plan also provides for a sale of RSU shares pursuant to a market order and a limit order, which orders will be in effect from approximately July 17, 2025 to December 31, 2025.

The RSU share sales are intended to generate funds to satisfy Dr.

Eisner’s tax obligation in connection with the RSU shares that will vest in 2025 pursuant to the RSU award granted to him on July 15, 2024.

The number of RSU shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the Company’s stock price and the number of RSU shares that are sold upon vesting pursuant to the mandatory sell to cover tax withholding arrangements described above.

On February 22, 2025, the Company issued restricted stock units (RSUs) subject to mandatory sell-to-cover tax withholding arrangements intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) to the following officers of the Company:

• Marianne De Backer, M.Sc., Ph.D., MBA, our Chief Executive Officer;

• Vanina de Verneuil, J.D., our Executive Vice President, General Counsel, and Secretary;

• Mark Eisner, M.D., M.P.H., our Executive Vice President and Chief Medical Officer;

• Jason O’Byrne, MBA, our Executive Vice President and Chief Financial Officer;

• Brent Sabatini, CPA, MBA, our Senior Vice President and Chief Accounting Officer.

On March 27, 2025 , 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 sale activity from July 1, 2025 through June 30, 2026 , with monthly market orders covering up to an aggregate of 264,000 shares of our common stock (the Sato Shares).

The Sato Shares represent approximately 20% of the Company shares she holds currently.

Sato has held the Sato Shares for over 7 years from the date she acquired them on January 7, 2017.

The Sato Trading Plan also provides for potential sale activity from July 1, 2025 through June 30, 2026, with limit orders covering up to an aggregate of 82,377 shares of our common stock subject to vested stock options (the Sato Options).

The Sato Options to potentially be exercised and sold represent approximately 41% of the in-the-money vested stock options held by Dr.

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, 2026.

Each limit order contemplated by the Sato Trading Plan will remain open until the expiration of the plan on June 30, 2026, if not executed sooner.

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

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

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

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

Sato will remain in compliance with the Company’s equity ownership guidelines if the Sato Shares and Sato Options are sold under the Sato Trading Plan.

(a) Exhibits.

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).

License Agreement between the Company and Amunix Pharmaceuticals, Inc.

, dated as July 31, 2024

Offer Letter between the Company and Jason O'Byrne, dated September 6, 2024

Amendment No.

2 to the Other Transaction for Advanced Research (OTAR) between the Company and the United States of America Department of Health and Human Services, Administration for Strategic Preparedness and Response, Biomedical Advanced Research and Development Authority, concerning Pre-exposure Prophylactic Monoclonal Antibodies for the Prevention of Influenza Illness and Medical Countermeasures for Other Emerging Pathogens of Pandemic Potential (Agreement No.

75A50122C00081, Amendment No.

P0000 2 ), dated January 18 , 2024

A mendment No.

3 to the Other Transaction for Advanced Research (OTAR) between the Company and the United States of America Department of Health and Human Services, Administration for Strat e gic Preparedness and Response, Bi omedical Advanced Rese arch and Development Authority, concerning Pre-exposure Prophylactic Monoc lonal An tibodies for the Prevention of Influenza and Medical Countermeasures for Other Emerging Path ogens of Pandemic Potential (Agreement No.

75A0122C00081, Amendment No.

P00003), dated September 9, 20 24

Incorporation by Reference

Number Description Form File Number Exhibit Reference Filing Date Filed Herewith

3.1 Amended and Restated Certificate of Incorporation of the Company

3.2 Amended and Restated Bylaws of the Company

Vir Biotechnology, Inc.

Discretionary Bonus Plan

001-39083 10.9

Amended and Restated Collaboration and License Agreement by and among Vir Biotechnology, Inc.

and Alnylam Pharmaceuticals, Inc.

dated as of March 7, 2025

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.

16 unchanged sentences

VIR BIOTECHNOLOGY, INC.

November 4, 2024

/s/ Marianne De Backer

2 unchanged sentences

(Principal Executive Officer)

November 4, 2024

/s/ Jason O'Byrne

Jason O'Byrne

Jason O ’ Byrne, MBA

Executive Vice President and Chief Financial Officer

1 unchanged sentence

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