Item 5. Other Information
Item 5. Other 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 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). 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 . 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. The RSU share sales are intended to generate funds to satisfy Dr. Eisner’s tax obligations in connection with RSU shares that will vest in 2025 and 2026 pursuant to RSU awards granted to him. 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. 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, 2026.
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). 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 . The RSU share sales are intended to generate funds to satisfy Ms. de Verneuil’s tax obligations in connection with RSU shares that will vest in 2025 and 2026 pursuant to RSU awards granted to her. 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, Ms. de Verneuil is prohibited from selling more than 50,000 shares in a single trading day. 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 .
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On June 27, 2025 , for estate and financial planning purposes, our director Janet Napolitano, J.D. 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 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 . The RSU share sales are intended to generate funds to satisfy Ms. 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. 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. 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, 2026.
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
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).
____________________________________________________________________
* 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.
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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: August 6, 2025
By: /s/ Marianne De Backer
Marianne De Backer, M.Sc., Ph.D., MBA
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 6, 2025
By:
/s/ Jason O ’ Byrne
Jason O ’ Byrne, MBA
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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