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 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 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; and • Brent Sabatini, CPA, MBA, our Senior Vice President and Chief Accounting Officer. 66 Table of Contents 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. Dr. 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. Sato. 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. Sato is prohibited from selling more than 50,000 shares in a single trading day. Dr. 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. 67 Table of Contents Item 6. Exhibits. (a) Exhibits. Incorporation by Reference Exhibit Number Description Form File Number Exhibit Reference Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the Company 8-K 001-39083 3.1 10/16/2019 3.2 Amended and Restated Bylaws of the Company 8-K 001-39083 3.1 03/08/2023 10.1+ Vir Biotechnology, Inc. Discretionary Bonus Plan 10-K 001-39083 10.9 02/27/2025 10.2† Amended and Restated Collaboration and License Agreement by and among Vir Biotechnology, Inc. and Alnylam Pharmaceuticals, Inc. dated as of March 7, 2025 X 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. X 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. X 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. X 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). ____________________________________________________________________ + Indicates a management contract or compensatory plan or arrangement. † 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. 68 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 hereunto duly authorized. VIR BIOTECHNOLOGY, INC. Date: May 7, 2025 By: /s/ Marianne De Backer Marianne De Backer, M.Sc., Ph.D., MBA Chief Executive Officer and Director (Principal Executive Officer) Date: May 7, 2025 By: /s/ Jason O'Byrne Jason O ’ Byrne, MBA Executive Vice President and Chief Financial Officer (Principal Financial Officer) 69