20 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 26, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 23, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
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 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.
+Added: 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:
−Removed: On November 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 Jason O’Byrne, MBA, our Executive Vice President and Chief Financial Officer.
−Removed: Additionally, on September 13, 2024, Mr.
−Removed: O’Byrne entered into a 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) of the Exchange Act) with respect to certain RSUs (the “Sell-to-Cover Instructions”).
−Removed: The Sell-to-Cover-Instructions provide for the automatic sale of shares of our common stock that would otherwise be issuable on each settlement of RSUs in amounts necessary to satisfy the Company’s applicable tax withholding obligation, which is based on the fair market value of the shares of the Company’s common stock subject to the RSUs that are settled on each applicable vesting date.
−Removed: The proceeds of any such sale will be delivered to the Company in satisfaction of such tax withholding obligations.
−Removed: The Sell-to-Cover Instructions are subject to applicable “cooling-off periods”, consistent with Rule 10b5-1(c)(1)(ii)(B) of the Exchange Act.
−Removed: O’Byrne’s Sell-to-Cover Instructions apply with respect to the first award of RSUs granted on or after his hire date and any RSUs that may, from time to time following such date, be granted to them by the Company, other than any future granted RSUs which by the terms of the applicable award agreements require the Company to withhold shares to satisfy tax withholding obligations in connection with the vesting and settlement of such RSUs, and therefore do not permit sell-to-cover transactions.
−Removed: The number of shares that will be sold under these RSU sell-to-cover tax withholding arrangements is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement.
+Added: On December 19, 2025 , for estate and financial planning purposes, Brent Sabatini , MBA, our Senior Vice President, Finance and Chief Accounting Officer , adopte d 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 Sabatini Trading Plan).
+Added: The Sabatini Trading Plan provides for sales of RSU and Employee Stock Purchase Plan (ESPP) shares pursuant to market orders, which orders will be in effect from March 23, 2026 to June 12, 2026 .
+Added: The RSU share sales are intended to generate funds to satisfy Mr.
+Added: Sabatini’s tax obligations in connection with RSU shares that will vest in 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 and the number of RSU shares that are sold upon vesting pursuant to the mandatory sell to cover tax withholding arrangements.
+Added: The total number of ESPP shares that will be sold under this arrangement also is not currently determinable as the number will vary based upon how many ESPP shares are purchased by Mr.
+Added: Sabatini in May 2026 in accordance with the Company’s ESPP provisions.
+Added: Under the Company’s 10b5-1 plan guidelines, Mr.
+Added: Sabatini is prohibited from selling more than 50,000 shares in a single trading day.
+Added: The Sabatini Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the Sabatini Trading Plan have been executed, or (ii) June 12, 2026.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
18 unchanged sentences
Incorporation by Reference
−Removed: Number Description Form
−Removed: Exhibit Reference
−Removed: Filed Herewith
+Added: Number Description Form File Number Exhibit Reference Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of the Company
+Added: 8-K 001-39083 3.1 10/16/2019
3.2 Amended and Restated Bylaws of the Company
+Added: 8-K 001-39083 3.1 03/08/2023
4.1 Form of Common Stock Certificate of the Company
−Removed: 4.2 Amended and Restated Investors’ Rights Agreement, by and among the Company and certain of its stockholders, dated November 29, 2017
−Removed: 333-233604 4.2
+Added: S-1 333-233604 4.1 09/30/2019
4.2 Description of Capital Stock
−Removed: 001-39083 4.4
+Added: 10-K 001-39083 4.4 03/26/2020
10.1+ Vir Biotechnology, Inc.
2019 Equity Incentive Plan
−Removed: 333-234212 4.8
+Added: S-8 333-234212 4.8 10/15/2019
+Added: 10.2+ Vir Biotechnology, Inc.
2019 Employee Stock Purchase Plan
+Added: S-8 333-234212 4.11 10/15/2019
10.3+ Form of Indemnity Agreement by and between the Company and its directors and executive officers
+Added: S-1 333-233604 10.1 09/03/2019
10.4+ Forms of Option Grant Notice and Option Agreement under Vir Biotechnology, Inc.
2019 Equity Incentive Plan
−Removed: 10.5+ Form s of Restricted Stock Unit Grant Notice and Unit Award Agreement under Vir Biotechnology, Inc.
+Added: S-1 333-233604 10.3 09/03/2019
+Added: 10.5+ Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under Vir Biotechnology, Inc.
2019 Equity Incentive Plan
+Added: 10-K 001-39083 10.5 02/25/2021
10.6+ Amended and Restated Vir Biotechnology, Inc.
2016 Equity Incentive Plan, as amended
+Added: S-1 333-233604 10.5 09/03/2019
10.7+ Forms of Incentive Stock Option Notice and Agreement, Non-Qualified Stock Option Notice and Agreement, Restricted Stock Agreement and Restricted Stock Purchase Agreement under the Vir Biotechnology, Inc.
2016 Equity Incentive Plan
+Added: S-1 333-233604 10.6 09/03/2019
10.8+ Non-Employee Director Compensation Policy
+Added: DEF 14A 001-39083 Appendix A 04/17/2025
10.9+ Vir Biotechnology, Inc.
Discretionary Bonus Plan
+Added: 10-K 001-39083 10.9 02/26/2025
10.10+ Offer Letter between the Company and Marianne De Backer, dated January 19, 2023
−Removed: 10.11+ Offer Letter between the Company and J ason O’Byrne , dated S eptember 6, 2024
−Removed: 10.2 11/05/2024
+Added: 10-Q 001-39083 10.1 05/08/2023
+Added: 10.11+ Offer Letter between the Company and Jason O’Byrne, dated September 6, 2024
+Added: 10-Q 001-39083 10.2 11/05/2024
10.12+ Promotion Letter between the Company and Vanina de Verneuil, dated November 1, 2023
−Removed: Incorporation by Reference
−Removed: Number Description Form
−Removed: Exhibit Reference
−Removed: Filed Herewith
−Removed: 10.13+ Offer Letter between the Company and M ark Eisner , dated M ay 20 , 2024
+Added: 10-K 001-39083 10.12 02/26/2025
+Added: 10.13+ Offer Letter between the Company and Mark Eisner, dated May 20, 2024
+Added: 10-K 001-39083 10.13 02/26/2025
10.14+ Amended and Restated Employment Letter Agreement between the Company and Ann (Aine) M.
Hanly, dated May 4, 2021
+Added: 10-Q 001-39083 10.6 05/06/2021
10.15+ Vir Biotechnology, Inc.
Change in Control and Severance Benefit Plan
+Added: 10-K 001-39083 10.15 02/26/2025
+Added: Incorporation by Reference
+Added: Number Description Form File Number Exhibit Reference Filing Date Filed Herewith
10.16+ Amended and Restated Employment Letter Agreement between the Company and George Scangos, dated August 27, 2019
+Added: S-1 333-233604 10.9 09/03/2019
10.17† Collaboration, Option, and License Agreement between the Company and Brii Biosciences Limited (previously named BiiG Therapeutics Limited), dated May 23, 2018
−Removed: 10.18† Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017
−Removed: 10.19† Amendment No.
−Removed: 1 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019
−Removed: 10.20† Amendment No.
−Removed: 2 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated March 3, 2020
−Removed: 10.21† Amendment No.
−Removed: 3 to the Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated April 1, 2020
−Removed: 10.22† Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 23, 2020
−Removed: 10.23† Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated October 16, 2017
−Removed: 10.24† Amendment No.
−Removed: 1 to the Common Stock Issuance Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated December 17, 2019
−Removed: 10.25† Letter Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated November 13, 2018
+Added: S-1 333-233604 10.16 09/03/2019
+Added: 10.18† Amended and Restated Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated M arch 7, 2025
+Added: 10-Q 001-39083 10.2 05/07/2025
10.19† License Agreement between the Company and MedImmune, LLC, dated September 7, 2018
+Added: S-1 333-233604 10.20 09/03/2019
10.20† Amendment No.
1 to License Agreement between the Company and MedImmune, LLC, dated September 1, 2020
+Added: 10-K 001-39083 10.29 02/25/2021
10.21† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 26, 2018
+Added: S-1 333-233604 10.26 09/03/2019
10.22† Amendment No.
1 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated April 18, 2019
+Added: 10-K 001-39083 10.31 03/26/2020
10.23† Amendment No.
2 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated February 24, 2020
+Added: 10-K 001-39083 10.32 03/26/2020
10.24† Amendment No.
3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 22, 2020
−Removed: Incorporation by Reference
−Removed: Number Description Form
−Removed: Exhibit Reference
−Removed: Filed Herewith
+Added: 10-K 001-39083 10.38 02/25/2021
10.25† Amendment No.
3 unchanged sentences
5 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 2, 2021
−Removed: 001-39083 10.3
+Added: 10-Q 001-39083 10.3 08/05/2021
10.27† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated March 16, 2018
+Added: S-1 333-233604 10.27 09/03/2019
10.28† Amendment No.
6 unchanged sentences
3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 29, 2020
−Removed: 001-39083 10.12
+Added: 10-Q 001-39083 10.12 08/11/2020
10.31† Amendment No.
4 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 16, 2021
−Removed: 001-39083 10.4
+Added: 10-Q 001-39083 10.4 08/05/2021
10.32† Amendment No.
9 unchanged sentences
10-K 001-39083 10.47 02/28/2022
+Added: Incorporation by Reference
+Added: Number Description Form File Number Exhibit Reference Filing Date Filed Herewith
10.37† Amended and Restated Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA (f/k/a Humabs Holding GmbH)) and the Institute for Research in Biomedicine, dated December 16, 2011
+Added: S-1 333-233604 10.28 09/03/2019
10.38† Amendment to Amended and Restated Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA (f/k/a Humabs Holding GmbH)) and the Institute for Research in Biomedicine, dated February 10, 2012
+Added: S-1 333-233604 10.29 09/03/2019
10.39† Exclusive License Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated December 16, 2011
+Added: S-1 333-233604 10.30 09/03/2019
10.40 Amendment to License Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated February 10, 2012
−Removed: Incorporation by Reference
−Removed: Number Description Form
−Removed: Exhibit Reference
−Removed: Filed Herewith
+Added: S-1 333-233604 10.31 09/03/2019
10.41† Amendment Agreement between the Company (as successor in interest to Humabs BioMed SA) and the Institute for Research in Biomedicine, dated January 29, 2018
+Added: S-1 333-233604 10.32 09/03/2019
10.42† Exclusive License Agreement between the Company and The Rockefeller University, dated July 31, 2018
+Added: S-1 333-233604 10.33 09/03/2019
10.43† Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated May 17, 2019
+Added: S-1 333-233604 10.34 09/03/2019
10.44† Second Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated September 28, 2020
1 unchanged sentence
10.45† Third Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated March 1, 2021
−Removed: 001-39083 10.5
+Added: 10-Q 001-39083 10.5 05/06/2021
10.46† Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated March 20, 2012
+Added: S-1 333-233604 10.35 09/03/2019
10.47† Amendment 1 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated April 19, 2013
+Added: S-1 333-233604 10.36 09/03/2019
10.48† Amendment 2 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated April 27, 2015
+Added: S-1 333-233604 10.37 09/03/2019
10.49† Amendment 3 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated December 31, 2015
+Added: S-1 333-233604 10.38 09/03/2019
10.50† Amendment 4 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated August 29, 2016
+Added: S-1 333-233604 10.39 09/03/2019
10.51† Amendment 5 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated July 15, 2017
+Added: S-1 333-233604 10.40 09/03/2019
10.52† Amendment 6 to Sub-License and Collaboration Agreement between the Company (as successor in interest to Humabs BioMed SA) and MedImmune, LLC, dated September 7, 2018
+Added: S-1 333-233604 10.41 09/03/2019
10.53 Lease Agreement between the Company and ARE-SAN FRANCISCO NO.
43, LLC, dated March 30, 2017
+Added: S-1 333-233604 10.42 09/03/2019
10.54 First Amendment to Lease Agreement between the Company and ARE-SAN FRANCISCO NO.
43, LLC, dated April 10, 2019
+Added: S-1 333-233604 10.43 09/03/2019
10.55† Lease Agreement between the Company and KRE Exchange Owner LLC, dated December 16, 2021
10-K 001-39083 10.66 02/28/2022
+Added: Incorporation by Reference
+Added: Number Description Form File Number Exhibit Reference Filing Date Filed Herewith
10.56† Patent License Agreement between the Company and Xencor, Inc., dated August 15, 2019
+Added: S-1 333-233604 10.44 09/03/2019
10.57† Amendment 1 to Patent License Agreement between the Company and Xencor, Inc., dated February 23, 2021
−Removed: 001-39083 10.3
−Removed: Incorporation by Reference
−Removed: Number Description Form
−Removed: Exhibit Reference
−Removed: Filed Herewith
+Added: 10-Q 001-39083 10.3 05/06/2021
10.58† Patent License Agreement between the Company and Xencor, Inc., dated March 25, 2020
−Removed: 001-39083 99.1
+Added: 8-K 001-39083 99.1 06/19/2020
10.59† Amendment 1 to Patent License Agreement between the Company and Xencor, Inc., dated February 23, 2021
−Removed: 001-39083 10.4
+Added: 10-Q 001-39083 10.4 05/06/2021
10.60† Definitive Collaboration Agreement between the Company, Glaxo Wellcome UK Limited and Beecham S.A., dated June 9, 2020
+Added: S-1 333-239689 10.54 07/06/2020
10.61 Stock Purchase Agreement between the Company and Glaxo Group Limited, dated April 5, 2020
+Added: S-1 333-239689 10.55 07/06/2020
10.62† Amendment No.
1 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited dated May 27, 2022
−Removed: 001-39083 10.2
+Added: 10-Q 001-39083 10.2 08/09/2022
10.63† Amendment No.
2 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 8, 2023
−Removed: 001-39083 10.3
+Added: 10-Q 001-39083 10.3 05/08/2023
10.64† Amendment No.
3 to the Definitive Collaboration Agreement between the Company and Glaxo Wellcome UK Limited, dated February 8, 2023
−Removed: 001-39083 10.4
−Removed: 10.72† License Agreement between the Company and Amunix Pharmaceuticals, Inc., dated as July 31, 2024
−Removed: 001-39083 10.1
+Added: 10-Q 001-39083 10.4 05/08/2023
+Added: 10.65† License Agreement between the Company and Amunix Pharmaceuticals, Inc., dated July 31, 2024
+Added: 10-Q 001-39083 10.1 11/04/2024
+Added: 10.66† F irst Amendment to the License Agreement between the Company and Amunix Phar maceuticals, Inc., date d April 14, 2025
+Added: 10-Q 001-39083 10.1 11/05/2025
+Added: 10.67† License Agreement between the Company and Norgine Pharma UK Limited, dated December 1 5 , 2025
19 Insider Trading Policy
11 unchanged sentences
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Incorporation by Reference
+Added: Number Description Form File Number Exhibit Reference Filing Date Filed Herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Incorporation by Reference
−Removed: Number Description Form
−Removed: Exhibit Reference
−Removed: Filed Herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
−Removed: __________________________________________________
+ Indicates a management contract or compensatory plan or arrangement.
37 unchanged sentences
Hatfield Director February 23, 2026
+Added: Hatfield, MBA
/s/ Robert More Director February 23, 2026
+Added: Robert More, MBA
/s/ Janet Napolitano Director February 23, 2026
−Removed: Janet Napolitano
−Removed: /s/ Robert Nelsen Director February 26, 2025
−Removed: Robert Nelsen
+Added: Janet Napolitano, J.D.
/s/ Saira Ramasastry Director February 23, 2026
−Removed: Saira Ramasastry
−Removed: /s/ George Scangos Director February 26, 2025
−Removed: George Scangos, Ph.D.
+Added: Saira Ramasastry, M.S., M.Phil.
/s/ Elliott Sigal Director February 23, 2026
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.