Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Our internal control over financial reporting is designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 Framework). Based on our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report herein, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Vir Biotechnology, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Vir Biotechnology, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Vir Biotechnology, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Mateo, California
February 23, 2026
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Item 9B. 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 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). 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 . The RSU share sales are intended to generate funds to satisfy Mr. Sabatini’s tax obligations in connection with RSU shares that will vest in 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 and the number of RSU shares that are sold upon vesting pursuant to the mandatory sell to cover tax withholding arrangements. 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. Sabatini in May 2026 in accordance with the Company’s ESPP provisions. Under the Company’s 10b5-1 plan guidelines, Mr. Sabatini is prohibited from selling more than 50,000 shares in a single trading day. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference to the information set forth in the sections titled “Proposal 1—Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance—Code of Business Conduct and Ethics,” “Delinquent Section 16(a) Reports,” “Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee” and “Information Regarding the Board of Directors and Corporate Governance—Audit Committee” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, or the Proxy Statement.
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the information set forth in the sections titled “Executive Compensation” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated by reference to the information set forth in the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation—Equity Compensation Plan Information” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated by reference to the information set forth in the sections titled “Information Regarding the Board of Directors and Corporate Governance—Independence of the Board of Directors,” Information Regarding the Board of Directors and Corporate Governance—Audit Committee,” Information Regarding the Board of Directors and Corporate Governance—Compensation Committee,” Information Regarding the Board of Directors and Corporate Governance—Nominating and Corporate Governance Committee” and “Transactions with Related Persons” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated by reference to the information set forth in the section titled “Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The financial statements, financial statement schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows:
(a)(1) Financial Statements
Reference is made to the financial statements included in Item 8 of Part II hereof.
(a)(2) Financial Statement Schedules
All financial statements schedules are omitted because the required information is included in the consolidated financial statements or the notes thereto included in Item 8 of Part II hereof.
(a)(3) 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
4.1 Form of Common Stock Certificate of the Company
S-1 333-233604 4.1 09/30/2019
4.2 Description of Capital Stock
10-K 001-39083 4.4 03/26/2020
10.1+ Vir Biotechnology, Inc. 2019 Equity Incentive Plan
S-8 333-234212 4.8 10/15/2019
10.2+ Vir Biotechnology, Inc. 2019 Employee Stock Purchase Plan
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
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
S-1 333-233604 10.3 09/03/2019
10.5+ Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under Vir Biotechnology, Inc. 2019 Equity Incentive Plan
10-K 001-39083 10.5 02/25/2021
10.6+ Amended and Restated Vir Biotechnology, Inc. 2016 Equity Incentive Plan, as amended
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
S-1 333-233604 10.6 09/03/2019
10.8+ Non-Employee Director Compensation Policy
DEF 14A 001-39083 Appendix A 04/17/2025
10.9+ Vir Biotechnology, Inc. Discretionary Bonus Plan
10-K 001-39083 10.9 02/26/2025
10.10+ Offer Letter between the Company and Marianne De Backer, dated January 19, 2023
10-Q 001-39083 10.1 05/08/2023
10.11+ Offer Letter between the Company and Jason O’Byrne, dated September 6, 2024
10-Q 001-39083 10.2 11/05/2024
10.12+ Promotion Letter between the Company and Vanina de Verneuil, dated November 1, 2023
10-K 001-39083 10.12 02/26/2025
10.13+ Offer Letter between the Company and Mark Eisner, dated May 20, 2024
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
10-Q 001-39083 10.6 05/06/2021
10.15+ Vir Biotechnology, Inc. Change in Control and Severance Benefit Plan
10-K 001-39083 10.15 02/26/2025
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Incorporation by Reference
Exhibit
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
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
S-1 333-233604 10.16 09/03/2019
10.18† Amended and Restated Collaboration and License Agreement between the Company and Alnylam Pharmaceuticals, Inc., dated M arch 7, 2025
10-Q 001-39083 10.2 05/07/2025
10.19† License Agreement between the Company and MedImmune, LLC, dated September 7, 2018
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
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
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
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
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
10-K 001-39083 10.38 02/25/2021
10.25† Amendment No. 4 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated December 8, 2020
10-K 001-39083 10.39 02/25/2021
10.26† Amendment No. 5 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated June 2, 2021
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
S-1 333-233604 10.27 09/03/2019
10.28† Amendment No. 1 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated April 22, 2019
10-K 001-39083 10.34 03/26/2020
10.29† Amendment No. 2 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated October 28, 2019
10-K 001-39083 10.35 03/26/2020
10.30† Amendment No. 3 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated May 29, 2020
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
10-Q 001-39083 10.4 08/05/2021
10.32† Amendment No. 5 to the Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated December 8, 2021
10-K 001-39083 10.43 02/28/2022
10.33† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated November 5, 2021
10-K 001-39083 10.44 02/28/2022
10.34† Amended and Restated Letter Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022
10-K 001-39083 10.45 02/28/2022
10.35 Stock Purchase Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022
10-K 001-39083 10.46 02/28/2022
10.36† Grant Agreement between the Company and the Bill & Melinda Gates Foundation, dated January 12, 2022
10-K 001-39083 10.47 02/28/2022
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Incorporation by Reference
Exhibit
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
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
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
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
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
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
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
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
10-K 001-39083 10.51 02/25/2021
10.45† Third Amendment to Exclusive License Agreement between the Company and The Rockefeller University, dated March 1, 2021
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
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
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
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
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
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
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
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
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
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
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Incorporation by Reference
Exhibit
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
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
10-Q 001-39083 10.3 05/06/2021
10.58† Patent License Agreement between the Company and Xencor, Inc., dated March 25, 2020
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
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
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
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
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
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
10-Q 001-39083 10.4 05/08/2023
10.65† License Agreement between the Company and Amunix Pharmaceuticals, Inc., dated July 31, 2024
10-Q 001-39083 10.1 11/04/2024
10.66† F irst Amendment to the License Agreement between the Company and Amunix Phar maceuticals, Inc., date d April 14, 2025
10-Q 001-39083 10.1 11/05/2025
10.67† License Agreement between the Company and Norgine Pharma UK Limited, dated December 1 5 , 2025
X
19 Insider Trading Policy
X
21.1 List of subsidiaries of the Company
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (included on the signature page to this report)
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 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 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
97 Dodd-Frank Compensation Recovery Policy
10-K 001-39083 97 02/26/2024
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. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
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Incorporation by Reference
Exhibit
Number Description Form File Number Exhibit Reference Filing Date Filed Herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X
+ 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 that accompany this Annual Report on Form 10-K is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
VIR BIOTECHNOLOGY, INC.
Date: February 23, 2026
By: /s/ Marianne De Backer
Marianne De Backer, M.Sc., Ph.D., MBA
Chief Executive Officer and Director
(Principal Executive Officer)
Date: February 23, 2026
By: /s/ Jason O’Byrne
Jason O’Byrne, MBA
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marianne De Backer, M.Sc., Ph.D., MBA, Jason O’Byrne, MBA, and Vanina de Verneuil, J.D., and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ Marianne De Backer Chief Executive Officer and Director February 23, 2026
Marianne De Backer, M.Sc., Ph.D., MBA (Principal Executive Officer)
/s/ Jason O’Byrne Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 23, 2026
Jason O’Byrne, MBA
/s/ Brent Sabatini
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 23, 2026
Brent Sabatini, CPA, MBA
/s/ Vicki Sato Chairman of the Board of Directors February 23, 2026
Vicki Sato, Ph.D.
/s/ Norbert Bischofberger Director February 23, 2026
Norbert Bischofberger, Ph.D.
/s/ Ramy Farid Director February 23, 2026
Ramy Farid, Ph.D.
/s/ Jeffrey S. Hatfield Director February 23, 2026
Jeffrey S. Hatfield, MBA
/s/ Robert More Director February 23, 2026
Robert More, MBA
/s/ Janet Napolitano Director February 23, 2026
Janet Napolitano, J.D.
/s/ Saira Ramasastry Director February 23, 2026
Saira Ramasastry, M.S., M.Phil.
/s/ Elliott Sigal Director February 23, 2026
Elliott Sigal, M.D., Ph.D.
131