Other Information.
−Removed: Director and Officer Trading Arrangements
−Removed: 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.
−Removed: 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.
−Removed: federal securities laws that prohibit trading while in possession of material nonpublic information.
−Removed: 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:
−Removed: 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:
−Removed: • Marianne De Backer, M.Sc., Ph.D., MBA, our Chief Executive Officer;
−Removed: • Vanina de Verneuil, J.D., our Executive Vice President, General Counsel, and Secretary;
−Removed: • Mark Eisner, M.D., M.P.H., our Executive Vice President and Chief Medical Officer;
−Removed: • Jason O’Byrne, MBA, our Executive Vice President and Chief Financial Officer;
−Removed: • Brent Sabatini, CPA, MBA, our Senior Vice President and Chief Accounting Officer.
−Removed: 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).
−Removed: 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).
−Removed: The Sato Shares represent approximately 20% of the Company shares she holds currently.
−Removed: Sato has held the Sato Shares for over 7 years from the date she acquired them on January 7, 2017.
−Removed: 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).
−Removed: The Sato Options to potentially be exercised and sold represent approximately 41% of the in-the-money vested stock options held by Dr.
−Removed: 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.
−Removed: 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.
+Added: On May 19, 2025 , for estate and financial planning purposes, Mark Eisner, M.D., M.P.H., our Executive Vice President and Chief Medical 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 Eisner Trading Plan).
+Added: The Eisner Trading Plan provides for sales of up to 100,463 stock option shares pursuant to limit orders, which orders will be in effect from approximately January 1, 2026 to December 31, 2026 .
+Added: The Eisner Trading Plan also provides for sales of RSU shares pursuant to market and limit orders, which orders will be in effect from approximately January 1, 2026 to December 31, 2026.
+Added: The RSU share sales are intended to generate funds to satisfy Dr.
+Added: Eisner’s tax obligations in connection with RSU shares that will vest in 2025 and 2026 pursuant to RSU awards granted to him.
+Added: The total 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.
Under the Company’s 10b5-1 plan guidelines, Dr.
−Removed: Sato is prohibited from selling more than 50,000 shares in a single trading day.
−Removed: 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.
+Added: Eisner is prohibited from selling more than 50,000 shares in a single trading day.
+Added: 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, 2026.
+Added: On June 2, 2025 , for estate and financial planning purposes, Vanina de Verneuil, J.D., our Executive Vice President, General Counsel and Corporate Secretary , 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 Verneuil Trading Plan).
+Added: The de Verneuil Trading Plan provides for sales of RSU shares pursuant to market and limit orders, which orders will be in effect from approximately September 3, 2025 to August 31, 2026 .
+Added: The RSU share sales are intended to generate funds to satisfy Ms.
+Added: de Verneuil’s tax obligations in connection with RSU shares that will vest in 2025 and 2026 pursuant to RSU awards granted to her.
+Added: The total 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.
+Added: Under the Company’s 10b5-1 plan guidelines, Ms.
+Added: de Verneuil is prohibited from selling more than 50,000 shares in a single trading day.
+Added: The de Verneuil Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the de Verneuil Trading Plan have been executed, or (ii) August 31, 2026 .
+Added: On June 27, 2025 , for estate and financial planning purposes, our director Janet Napolitano, J.D.
+Added: 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).
+Added: The Napolitano Trading Plan provides for sales of RSU shares pursuant to market and limit orders, which orders will be in effect from approximately September 26, 2025 to August 31, 2026 .
+Added: The RSU share sales are intended to generate funds to satisfy Ms.
+Added: Napolitano’s tax obligations in connection with RSU shares that have vested in 2025 and years prior, and that will vest in 2026 pursuant to RSU awards granted to her.
+Added: The total 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 pursuant to existing limit orders under a current trading plan that will expire on August 31, 2025.
+Added: Under the Company’s 10b5-1 plan guidelines, Ms.
+Added: Napolitano is prohibited from selling more than 50,000 shares in a single trading day.
+Added: 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, 2026.
(a) Exhibits.
3 unchanged sentences
3.2 Amended and Restated Bylaws of the Company
−Removed: Vir Biotechnology, Inc.
−Removed: Discretionary Bonus Plan
−Removed: 001-39083 10.9
−Removed: Amended and Restated Collaboration and License Agreement by and among Vir Biotechnology, Inc.
−Removed: and Alnylam Pharmaceuticals, Inc.
−Removed: 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.
10 unchanged sentences
____________________________________________________________________
−Removed: + Indicates a management contract or compensatory plan or arrangement.
−Removed: † 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.
+Added: August 6, 2025
/s/ Marianne De Backer
2 unchanged sentences
(Principal Executive Officer)
+Added: August 6, 2025
/s/ Jason O ’ Byrne
3 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.