What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-08 · 154 added, 98 removed, 434 unchanged (37% of the section changed)

33 unchanged sentences

Preferred stock, $ 0.0001 par value;

10,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

no shares issued and outstanding as of March 31, 2025 and December 31, 2024

10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

no shares issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

300,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

138,063,698 and 136,959,446 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

300,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

138,886,274 and 136,959,446 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,941,386 1,911,872

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Collaboration revenue $ ( 495 ) $ 55 $ ( 565 ) $ ( 932 )

12 unchanged sentences

Interest income 10,785 18,846 23,073 40,129

Other expense, net ( 72 ) ( 287 )

Other income (expense), net 226 ( 535 ) 154 ( 822 )

Total other income 7,629 18,740 26,227 33,821

Loss before provision for income taxes ( 120,949 ) ( 65,000 )

Provision for income taxes ( 16 ) ( 276 )

Loss before (provision for) benefit from income taxes ( 110,788 ) ( 139,890 ) ( 231,737 ) ( 204,890 )

(Provision for) benefit from income taxes ( 170 ) 1,512 ( 186 ) 1,236

Net loss $ ( 110,958 ) $ ( 138,378 ) $ ( 231,923 ) $ ( 203,654 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 110,958 ) $ ( 138,378 ) $ ( 231,923 ) $ ( 203,654 )

10 unchanged sentences

Capital Accumulated

Comprehensive Loss Accumulated

Deficit Total

Comprehensive Loss Accumulated Deficit Total

Stockholders’

Shares Amount

Balance at December 31, 2024 136,959,446 $ 14 $ 1,911,872 $ ( 1,717 ) $ ( 759,784 ) $ 1,150,385

Balance at March 31, 2025 138,063,698 $ 14 $ 1,926,529 $ ( 1,975 ) $ ( 880,749 ) $ 1,043,819

Vesting of restricted common stock 286,057 — — — — —

Exercise of stock options 138,179 — 649 — — 649

Issuance of common stock under employee stock purchase plan 398,340 — 1,757 — — 1,757

Stock-based compensation — — 12,451 — — 12,451

1 unchanged sentence

Net loss — — — — ( 110,958 ) ( 110,958 )

Balance at June 30, 2025 138,886,274 $ 14 $ 1,941,386 $ ( 2,221 ) $ ( 991,707 ) $ 947,472

Common Stock Additional

Capital Accumulated

Comprehensive Loss Accumulated Deficit Total

Stockholders’

Shares Amount

Balance at March 31, 2024 135,843,560 $ 14 $ 1,852,839 $ ( 2,397 ) $ ( 303,100 ) $ 1,547,356

Vesting of restricted common stock 289,451 — — — — —

Exercise of stock options 141,255 — 410 — — 410

Issuance of common stock under employee stock purchase plan 315,831 — 2,602 — — 2,602

Stock-based compensation — — 22,162 — — 22,162

Other comprehensive loss — — — ( 482 ) — ( 482 )

Net loss — — — — ( 138,378 ) ( 138,378 )

Balance at June 30, 2024 136,590,097 $ 14 $ 1,878,013 $ ( 2,879 ) $ ( 441,478 ) $ 1,433,670

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

Common Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficit Total

Comprehensive Loss Accumulated Deficit Total

Stockholders’

3 unchanged sentences

Exercise of stock options 230,803 — 1,247 — — 1,247

Issuance of common stock under employee stock purchase plan 398,340 — 1,757 — — 1,757

Stock-based compensation — — 26,510 — — 26,510

1 unchanged sentence

Net loss — — — — ( 231,923 ) ( 231,923 )

Balance at March 31, 2024 135,843,560 $ 14 $ 1,852,839 $ ( 2,397 ) $ ( 303,100 ) $ 1,547,356

Balance at June 30, 2025 138,886,274 $ 14 $ 1,941,386 $ ( 2,221 ) $ ( 991,707 ) $ 947,472

Common Stock Additional

Capital Accumulated

Comprehensive Loss Accumulated Deficit Total

Stockholders’

Shares Amount

Balance at December 31, 2023 134,781,286 $ 13 $ 1,828,862 $ ( 815 ) $ ( 237,824 ) $ 1,590,236

Vesting of restricted common stock 1,239,705 1 — — — 1

Exercise of stock options 253,275 — 630 — — 630

Issuance of common stock under employee stock purchase plan 315,831 — 2,602 — — 2,602

Stock-based compensation — — 45,919 — — 45,919

Other comprehensive loss — — — ( 2,064 ) — ( 2,064 )

Net loss — — — — ( 203,654 ) ( 203,654 )

Balance at June 30, 2024 136,590,097 $ 14 $ 1,878,013 $ ( 2,879 ) $ ( 441,478 ) $ 1,433,670

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Change in estimated constraint on profit-sharing amount — 685

Depreciation and amortization 5,784 8,777

3 unchanged sentences

Change in estimated fair value of contingent consideration 11,010 4,639

Payment of contingent consideration in excess of acquisition date fair value ( 17,140 ) —

Stock-based compensation 26,510 45,919

In-process research and development impairment — 3,512

Long-lived assets impairment and disposal loss 399 26,467

Other non-cash items, net 59 ( 363 )

14 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of principal on financing lease obligation — ( 69 )

Proceeds from exercise of stock options 1,247 630

Issuance of common stock under ESPP 1,757 2,602

Other financing activities ( 360 ) ( 138 )

Net cash provided by financing activities 2,644 3,094

Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 49,300 ( 80,818 )

Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents ( 12,417 ) 55,884

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period 318,695 261,292

Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 306,278 $ 317,176

NONCASH INVESTING AND FINANCING ACTIVITIES:

Obtaining a right-of-use asset in exchange for a lease liability $ 7,591 $ —

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Net cash paid for income tax $ ( 2,266 ) $ —

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS:

9 unchanged sentences

(Vir Bio or the Company) is a clinical-stage biopharmaceutical company focused on powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer.

Its clinical-stage portfolio includes infectious disease programs for chronic hepatitis delta and chronic hepatitis B infections and multiple dual-masked T-cell engagers (TCEs) across validated targets in solid tumor indications.

Its clinical-stage portfolio includes programs for chronic hepatitis delta and multiple dual-masked T-cell engagers (TCEs) across validated targets in solid tumor indications.

Vir Bio also has a preclinical portfolio of programs across a range of infectious diseases and oncologic malignancies.

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The Company will pay TD Cowen a commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares, reimburse legal fees and disbursements and provide TD Cowen with customary indemnification and contribution rights.

As of March 31, 2025, no shares have been sold under the Sales Agreement.

As of March 31, 2025, the Company had $ 1.02 billion in cash, cash equivalents, and investments, which the Company believes will be sufficient to fund its operations for a period through at least twelve months from the issuance date of these unaudited condensed consolidated financial statements.

The Company also had $ 94.4 million in restricted cash and cash equivalents as of March 31, 2025.

As of June 30, 2025, no shares have been sold under the Sales Agreement.

As of June 30, 2025, the Company had $ 892.1 million in cash, cash equivalents, and investments, which the Company believes would be sufficient to fund its operations for a period through at least twelve months from the issuance date of these unaudited condensed consolidated financial statements.

The Company also had $ 95.2 million in restricted cash and cash equivalents as of June 30, 2025, including the $ 75.0 million milestone payment due to the former shareholders of Amunix Pharmaceuticals, Inc.

upon VIR-5525 achieving “first in human dosing” by 2026.

In July 2025, the first patient was dosed in phase 1 study evaluating VIR-5525.

Summary of Significant Accounting Policies

3 unchanged sentences

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial information.

The unaudited condensed consolidated results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

The unaudited condensed consolidated results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

Certain information and footnote disclosures typically included in the Company’s annual consolidated financial statements have been condensed or omitted.

19 unchanged sentences

The cost of securities sold is based on the specific identification method.

Equity Investments

The Company measures its investment in equity securities at fair value at each reporting date based on the market price at period end if it has a readily determinable fair value.

Otherwise, the investments in equity securities are measured at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer unless the Company has significant influence or control over the investee.

Changes in fair value resulting from observable price changes are presented as change in fair value of equity investments, and changes in fair value resulting from foreign currency translation are included in other expense, net on the unaudited condensed consolidated statements of operations.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents primarily includes the $ 75.0 million milestone payment due upon VIR-5525 achieving “first in human dosing” by 2026, amounts that may need to be refunded to the Gates Foundation and money market funds to secure standby letters of credit and security deposits with financial institutions under lease agreements.

Restricted cash and cash equivalents primarily includes the $ 75.0 million milestone payment due upon VIR-5525 achieving “first in human dosing” by 2026, amounts that may need to be refunded to the Gates Foundation and funds to secure standby letters of credit and security deposits with financial institutions under lease agreements.

In July 2025, the first patient was dosed in phase 1 study evaluating VIR-5525.

Research and Development Expenses

7 unchanged sentences

and other allocated expenses, including expenses for rent, facilities maintenance, and depreciation and amortization.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates from third parties.

Upfront payments and research and development milestone payments made in connection with acquired licenses or product rights are expensed as incurred, provided that they do not relate to a regulatory approval milestone or assets acquired in a business combination.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s expense accruals for clinical trials and manufacturing are based on estimates of contracted services provided by third-party vendors not yet billed.

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Reclassification

Certain reclassifications have been made to prior period amounts on the Company’s condensed consolidated statements of operations to conform to the current period presentation and enhance comparability.

As a result, certain amounts related to restructuring activities and long-lived assets impairment and disposal gains or losses, previously reflected in selling, general and administrative , were reclassified to restructuring, long-lived assets impairment and related charges, net .

These reclassifications had no impact on previously reported total revenues, total operating expenses, or net loss.

Certain reclassifications have been made to prior period amounts on the Company’s condensed consolidated statements of cash flows to conform to the current period presentation and enhance comparability.

3 unchanged sentences

Inputs that include quoted prices in active markets for identical assets and liabilities.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

3 unchanged sentences

The carrying amounts of certain financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Cash Equivalents and Available-for-Sale Securities

The following tables summarize the Company’s Level 1 and Level 2 financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

The following tables summarize the Company’s Level 1 and Level 2 financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

Hierarchy Amortized

25 unchanged sentences

Total cash, cash equivalents and investments $ 1,095,363

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Accrued interest receivables excluded from both the fair value and amortized cost basis of the available-for-sale debt securities are presented within prepaid expenses and other current assets in the unaudited condensed consolidated balance sheets.

Accrued interest receivables amounted to $ 5.4 million and $ 5.0 million as of March 31, 2025 and December 31, 2024, respectively.

The Company did not write off any accrued interest receivables during the three months ended March 31, 2025 and 2024.

The Company recognized total net unrealized gains of $ 1.1 million and $ 1.4 million in accumulated other comprehensive loss as of March 31, 2025 and December 31, 2024, respectively.

The gross unrealized losses as of March 31, 2025 were due to changes in interest rates and temporary in nature.

Accrued interest receivables amounted to $ 5.2 million and $ 5.0 million as of June 30, 2025 and December 31, 2024, respectively.

The Company did not write off any accrued interest receivables during the six months ended June 30, 2025 and 2024.

The Company recognized total net unrealized gains of $ 0.8 million and $ 1.4 million in accumulated other comprehensive loss as of June 30, 2025 and December 31, 2024, respectively.

The gross unrealized losses as of June 30, 2025 were due to changes in interest rates and temporary in nature.

The Company currently does not intend, and it is highly unlikely that it will be required, to sell these securities before recovery of their amortized cost basis.

As of March 31, 2025, no securities have contractual maturities (or weighted average life for asset-backed securities) of longer than two years .

As of March 31, 2025, the Company’s equity investment consisted solely of ordinary shares of Brii Biosciences Limited (Brii Bio Parent).

As of June 30, 2025, no securities have contractual maturities (or weighted average life for asset-backed securities) of longer than two years .

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2025, the Company’s equity investment consisted solely of ordinary shares of Brii Biosciences Limited (Brii Bio Parent).

The equity securities of Brii Bio Parent are listed on the Stock Exchange of Hong Kong Limited and are considered to be marketable equity securities measured at fair value at each reporting date.

As of March 31, 2025, the Company remeasured the equity investment at a fair value of $ 10.7 million.

The Company recognized an unrealized gain of $ 6.4 million and an unrealized loss of $ 5.9 million for the three months ended March 31, 2025 and 2024, respectively, as part of other income in the unaudited condensed consolidated statement of operations.

For the three months ended March 31, 2025 and 2024, the unrealized gains or losses related to foreign currency translation were not material.

As of June 30, 2025, the Company remeasured the equity investment at a fair value of $ 7.3 million.

The Company recognized an unrealized loss of $ 3.4 million and an unrealized gain of $ 0.4 million for the three months ended June 30, 2025 and 2024, respectively, and an unrealized gain of $ 3.0 million and an unrealized loss of $ 5.5 million for the six months ended June 30, 2025 and 2024, respectively, as part of other income in the unaudited condensed consolidated statement of operations.

For the three and six months ended June 30, 2025 and 2024, the unrealized gains or losses related to foreign currency remeasurement were not material.

Contingent Consideration

Contingent consideration primarily includes potential milestone payments in connection with the acquisitions of Humabs BioMed SA (Humabs) in 2017.

The Company classifies the contingent consideration as Level 3 financial liabilities within the fair value hierarchy as of March 31, 2025 and December 31, 2024.

The estimated fair value of the contingent consideration related to the Humabs acquisition was determined by calculating the probability-weighted clinical, regulatory and commercial milestone payments based on the assessment of the likelihood and estimated timing that certain milestones would be achieved.

During the three months ended March 31, 2025, the Company achieved $ 17.5 million clinical milestone upon the enrollment of the first patient in phase 3 ECLIPSE registrational program for chronic hepatitis delta.

As of March 31, 2025, the Company recorded this $ 17.5 million as contingent consideration obligation, current on its unaudited condensed balance sheets and calculated the estimated fair value of the remaining clinical and regulatory milestones related to tobevibart using the following significant unobservable inputs:

The Company classifies the contingent consideration as Level 3 financial liabilities within the fair value hierarchy as of June 30, 2025 and December 31, 2024.

The estimated fair value of the contingent consideration related to the Humabs acquisition was determined by calculating the probability-weighted regulatory and commercial milestone payments based on the assessment of the likelihood and estimated timing that certain milestones would be achieved.

During the three months ended March 31, 2025, the Company achieved a $ 17.5 million clinical milestone upon the enrollment of the first patient in phase 3 ECLIPSE registrational program for chronic hepatitis delta, which was paid out in April 2025.

As of June 30, 2025, the Company calculated the estimated fair value of the remaining regulatory milestone related to tobevibart using the following significant unobservable inputs:

Unobservable input Value

2 unchanged sentences

For the commercial milestones, the Company used a Monte Carlo simulation because of the availability of discrete revenue forecasts.

As of March 31, 2025, the Monte Carlo simulation assumed a commercial product launch and associated discrete revenue forecasts, as well as the following significant unobservable inputs for the remaining commercial milestones related to tobevibart:

As of June 30, 2025, the Monte Carlo simulation assumed a commercial product launch and associated discrete revenue forecasts, as well as the following significant unobservable inputs for the remaining commercial milestones related to tobevibart:

Unobservable input Value

3 unchanged sentences

The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due.

As of March 31, 2025 and December 31, 2024, the estimated fair value of the contingent consideration related to the Humabs acquisition was $ 41.1 million and $ 40.1 million, respectively, with changes in the estimated fair value recorded in research and development expenses in the unaudited condensed consolidated statements of operations.

As of June 30, 2025 and December 31, 2024, the estimated fair value of the contingent consideration related to the Humabs acquisition was $ 33.6 million and $ 40.1 million, respectively, with changes in the estimated fair value recorded in research and development expenses in the unaudited condensed consolidated statements of operations.

The estimated fair value of the contingent consideration related to the Humabs acquisition involves significant estimates and assumptions, which give rise to measurement uncertainty.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table sets forth the changes in the estimated fair value of the Company’s contingent consideration obligations (in thousands):

2 unchanged sentences

Changes in fair value 11,010

Balance at March 31, 2025 $ 41,140

Payment ( 17,500 )

Balance at June 30, 2025 $ 33,620

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Grant Agreements

Gates Foundation Grants

The Company has entered into various grant agreements with the Gates Foundation (formerly known as the Bill & Melinda Gates Foundation), under which it is currently awarded grants totaling up to $ 49.9 million to support its HIV vaccine program, tuberculosis vaccine program, HIV vaccinal antibody program and malaria vaccinal antibody program.

The term of the grant agreements will expire at various dates through June 2027, unless terminated earlier by the Gates Foundation for the Company’s breach, failure to progress the funded project, in the event of the Company’s change of control, change in the Company’s tax status, or significant changes in the Company’s leadership that the Gates Foundation reasonably believes may threaten the success of the projects.

The Company has entered into various grant agreements with the Gates Foundation (formerly known as the Bill & Melinda Gates Foundation), under which it is currently awarded grants totaling up to $ 35.0 million to support its HIV vaccine program, HIV vaccinal antibody program and malaria vaccinal antibody program.

Certain grant agreements expired during the first half of 2025.

The term of the remaining grant agreements will expire at various dates through June 2027, unless terminated earlier by the Gates Foundation for the Company’s breach, failure to progress the funded project, in the event of the Company’s change of control, change in the Company’s tax status, or significant changes in the Company’s leadership that the Gates Foundation reasonably believes may threaten the success of the projects.

Concurrently with the execution of the grant agreement for the vaccinal antibody program, the Company entered into a stock purchase agreement with the Gates Foundation, under which the Gates Foundation purchased 881,365 shares of the Company’s common stock on January 13, 2022, at a price per share of $ 45.38 , for an aggregate purchase price of approximately $ 40.0 million.

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The premium received by the Company is deferred and recognized over the same period as the grant proportionally.

The Company recognized grant revenue of $ 1.2 million and $ 1.9 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, the Company had deferred revenue of $ 10.4 million and $ 11.1 million, respectively.

As of March 31, 2025 and December 31, 2024, the Company had $ 11.2 million and $ 11.6 million, respectively, within accrued and other liabilities, which may need to be refunded to the Gates Foundation.

The Company recognized grant revenue of $ 0.2 million and $ 0.3 million for the three months ended June 30, 2025 and 2024, respectively, and $ 1.4 million and $ 2.2 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, the Company had deferred revenue of $ 10.1 million and $ 11.1 million, respectively.

As of June 30, 2025 and December 31, 2024, the Company had $ 11.1 million and $ 11.6 million, respectively, within accrued and other liabilities, which may need to be refunded to the Gates Foundation.

Collaboration and License Agreements

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The Sanofi Agreement provides the Company with an exclusive worldwide license to use of the proprietary PRO-XTEN™ universal masking technology for oncology and infectious disease, excluding the ophthalmological field, and to three early clinical-stage dual-masked TCEs that all leverage the PRO-XTEN™ universal masking platform within a range of oncology indications.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Under the Sanofi Agreement the Company made an upfront payment to Sanofi in the amount of $ 100.0 million and placed into escrow a $ 75.0 million milestone payment due to former shareholders of Amunix Pharmaceuticals, Inc., which is subject to VIR-5525 achieving “first in human dosing” by 2026.

The cash paid into escrow is under the control of the Company and is classified as restricted cash and cash equivalents, current in the unaudited condensed consolidated balance sheets.

The cash held in escrow is under the control of the Company and is classified as restricted cash and cash equivalents, current in the unaudited condensed consolidated balance sheets.

In July 2025, the first patient was dosed in phase 1 study evaluating VIR-5525.

Sanofi will also be eligible to receive up to an additional $ 323.0 million in future development and regulatory milestone payments, up to an additional $ 1.49 billion in commercial net sales-based milestone payments, and low single-digit to low double-digit tiered royalties on worldwide net sales.

In addition, if, within a two-year period from the execution of the Sanofi Agreement, the Company executes a transaction that gives rise to Vir Bio receiving certain sublicense income related to the licenses obtained from the Sanofi Agreement, Sanofi may be eligible to receive a portion of such income.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Additionally, as part of the Sanofi Agreement, the Company paid $ 3.7 million to acquire certain lab equipment and cash deposits primarily related to contract manufacturing agreements.

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The assembled workforce is classified as intangible assets, net and is amortized over an expected useful life of five years .

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Alnylam Pharmaceuticals, Inc.

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The Company remains solely responsible, at its expense, for conducting all development, manufacture and commercialization activities for elebsiran in HBV and HDV indications, and the Company is required to use commercially reasonable efforts to develop and commercialize elebsiran for the treatment of HBV or HDV in the United States and specified major markets.

In connection with the Restated Alnylam Agreement and Alnylam’s election to not opt-in to the profit-sharing arrangement, the Company agreed to pay Alnylam $ 30.0 million, which was recorded as part of research and development expenses in the Company’s unaudited condensed statement of operations for the three months ended March 31, 2025 and as part of accrued and other liabilities on its unaudited condensed balance sheets as of March 31, 2025.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

In connection with the Restated Alnylam Agreement and Alnylam’s election to not opt-in to the profit-sharing arrangement, the Company paid Alnylam $ 30.0 million, which was recorded as part of research and development expenses in the Company’s unaudited condensed statement of operations for the six months ended June 30, 2025.

After this payment, the remaining amount of the development and regulatory milestones is up to $ 145.0 million, down from the $ 175.0 million as previously disclosed in the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024.

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The royalties are payable on a product-by-product and country-by-country basis until the later of the expiration of all valid claims of specified patents covering such product in such country and 10 years after the first commercial sale of such product in such country.

Alnylam is also entitled to receive a portion of any consideration the Company receives as a result of granting a sublicense under the licenses granted to Vir Bio by Alnylam under the Alnylam Agreement.

Alnylam may also be entitled to receive a portion of any consideration the Company receives as a result of granting a sublicense under the licenses granted to Vir Bio by Alnylam under the Alnylam Agreement.

The term of the Restated Alnylam Agreement will continue, on a product-by-product and country-by-country basis, until expiration of all royalty payment obligations under the Restated Alnylam Agreement.

1 unchanged sentence

Either party may terminate the agreement for cause for the other party’s uncured material breach on 60 days’ written notice (or 30 days’ notice for payment breach), or if the other party challenges the validity or enforceability of any patent licensed to it under the Restated Alnylam Agreement on 30 days’ notice.

The Company did no t incur material expenses during the three months ended March 31, 2024 related to collaboration with Alnylam.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Balance Sheet Components

1 unchanged sentence

Property and equipment, net consists of the following (in thousands).

Depreciation expenses were $ 2.8 million and $ 4.4 million for the three months ended March 31, 2025 and 2024, respectively.

(in years) March 31,

Depreciation expenses were $ 2.9 million and $ 4.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 5.7 million and $ 8.6 million six months ended June 30, 2025 and 2024, respectively.

(in years) June 30,

2025 December 31,

8 unchanged sentences

Total property and equipment, net $ 60,795 $ 63,183

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Accrued and Other Liabilities

11 unchanged sentences

In the first quarter of 2024, the Company and a third-party contract development manufacturing organization entered into various scopes of work with respect to the manufacturing of tobevibart (Tobevibart Agreements).

As of March 31, 2025, the Company had unaccrued unpaid commitments of approximately $ 22 million under the Tobevibart Agreements.

As of June 30, 2025, the Company had unaccrued unpaid commitments of approximately $ 17 million under the Tobevibart Agreements.

In the third quarter of 2024, the Company and a third-party contract development manufacturing organization entered into various scopes of work with respect to the manufacturing of elebsiran (Elebsiran Agreements).

As of March 31, 2025, the Company had unaccrued unpaid commitments of approximately $ 8 million under the Elebsiran Agreements.

As of June 30, 2025, the Company had unaccrued unpaid commitments of approximately $ 7 million under the Elebsiran Agreements.

Legal Proceedings

The Company may from time to time be party to claims and legal proceedings that arise in the normal course of its business and that may or may not have, individually or in the aggregate, a material adverse effect on its results of operations, financial condition or liquidity.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Indemnification

8 unchanged sentences

The Company also has an employee stock purchase plan (ESPP) for its employees.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock Options Granted to Employees

The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Expected term of options (in years) 5.5 - 6.1

1 unchanged sentence

90.2 % - 91.8 %

87.6 % - 89.9 %

89.2 % - 91.8 %

Risk-free interest rate 4.0 % - 4.2 %

4.4 % - 4.6 %

4.0 % - 4.5 %

4.3 % - 4.6 %

Expected dividend yield — — — —

4 unchanged sentences

Treasury securities with similar maturities as of the date of the grant.

Expected Dividend Rate — The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its profit interest units in the foreseeable future.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Expected Dividend Rate — The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends in the foreseeable future.

Stock-Based Compensation Expense

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The following table sets forth the total stock-based compensation expense for all awards granted to employees and non-employees and the ESPP in the unaudited condensed consolidated statements of operations (in thousands):

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Research and development $ 6,946 $ 13,073 $ 13,951 $ 26,679

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For periods that the Company was in a net loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common securities outstanding would have been anti-dilutive.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The following is a calculation of the basic and diluted net loss per share (in thousands, except share and per share data):

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 110,958 ) $ ( 138,378 ) $ ( 231,923 ) $ ( 203,654 )

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Securities that could potentially dilute basic net loss per common share in the future that were not included in the computation of diluted net loss per common share because to do so would have been antidilutive for the periods presented were as follows:

Three Months Ended March 31,

Three and Six Months Ended

Options issued and outstanding 10,017,308 11,697,125

1 unchanged sentence

Total 16,298,366 17,556,307

The table below presents our loss before provision for income taxes, provision for income taxes and effective tax rate for the three months ended March 31, 2025 and 2024(in thousands):

Three Months Ended March 31,

Loss before provision for income taxes $ ( 120,949 ) $ ( 65,000 )

Provision for income taxes $ ( 16 ) $ ( 276 )

The table below presents our loss before (provision for) benefit from income taxes, (provision for) benefit from income taxes and effective tax rate for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Loss before (provision for) benefit from income taxes $ ( 110,788 ) $ ( 139,890 ) $ ( 231,737 ) $ ( 204,890 )

(Provision for) benefit from income taxes $ ( 170 ) $ 1,512 $ ( 186 ) $ 1,236

Effective tax rate ( 0.2 %) 1.1 % ( 0.1 %) 0.6 %

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company is subject to income taxes in the United States and foreign jurisdictions.

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Accordingly, the Company’s effective tax rates will vary depending on the relative proportion of foreign to United States income/loss, the utilization of net operating loss and tax credit carry forwards and carrybacks, changes in jurisdictional mix of income and expense, changes in management’s assessment of matters such as the ability to realize deferred tax assets, and changes in tax laws.

Unrecognized tax benefits were $ 18.5 million and $ 17.9 million as of March 31, 2025 and December 31, 2024, respectively, and if recognized, would favorably affect the effective tax rate in future periods.

Unrecognized tax benefits were $ 17.2 million and $ 17.9 million as of June 30, 2025 and December 31, 2024, respectively, and if recognized, would favorably affect the effective tax rate in future periods.

On July 4, 2025, legislation formally titled An Act to Provide for Reconciliation Pursuant to Title II of H.

14, commonly referred to as the One Big Beautiful Bill Act (OBBBA), was signed into law by President Trump.

The Company is evaluating the potential impacts of the OBBBA.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Segment Reporting

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The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The measure of segment profit or loss is segment net loss that also is reported on the consolidated statements of operations as consolidated net loss.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The measure of segment profit or loss is segment net loss that also is reported on the condensed consolidated statements of operations as consolidated net loss.

The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.

The CODM uses segment net loss to monitor spending, assess performance for the Company and management, evaluate the progress of completing corporate goals, decide how to allocate resources among the Company’s clinical and pre-clinical portfolios, and make strategic decisions about business development opportunities.

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Segment revenue $ 1,214 $ 3,075 $ 4,246 $ 59,451

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Research and development

Contract manufacturing 9,336 9,669

Clinical costs 20,361 12,318 40,967 23,925

Contract manufacturing 14,063 10,524 23,399 20,193

Personnel (2)

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(3) Other research and development expenses primarily includes non-personnel research expenses, allocated facility and IT expenses, IPR&D impairment, and depreciation expenses.

(4) Other segment items include change in fair value of equity investments, interest income, other expense, net, and provision for income taxes, all of which were presented on the condensed consolidated statements of operations.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(4) Other segment items include change in fair value of equity investments, interest income, other income (expense), net, and (provision for) benefit from income taxes, all of which were presented on the condensed consolidated statements of operations.

The following table summarizes segment revenues by geographic area (in thousands).

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Three Months Ended

June 30, Six Months Ended

Segment revenues attributed to:

2025 2024 2025 2024

customers $ 183 $ 2,489 $ 1,421 $ 7,661

5 unchanged sentences

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 1. Financial Statements