Vir Biotechnology, Inc. 10-Q

Item 1. Financial Statements. VIR BIOTECHNOLOGY, INC. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) March 31, 2026 December 31, 2025 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 274,161 $ 232,185 Short-term investments 196,277 228,753 Restricted cash and cash equivalents, current 1,925 1,922 Equity investments 5,861 6,077 Prepaid expenses and other current assets 44,761 45,143 Total current assets 522,985 514,080 Intangible assets, net 7,777 7,850 Goodwill 16,937 16,937 Property and equipment, net 53,158 55,620 Operating right-of-use assets 60,760 62,099 Restricted cash and cash equivalents, noncurrent 6,956 6,963 Long-term investments 332,970 314,575 Other assets 24,042 24,699 TOTAL ASSETS $ 1,025,585 $ 1,002,823 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 5,445 $ 9,803 Accrued and other liabilities 68,113 83,012 Total current liabilities 73,558 92,815 Operating lease liabilities, noncurrent 86,635 89,054 Contingent consideration obligation, noncurrent 33,210 34,100 Other long-term liabilities 19,417 21,578 TOTAL LIABILITIES 212,820 237,547 Commitments and contingencies (Note 7) STOCKHOLDERS’ EQUITY: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value; 300,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 161,234,058 and 139,474,954 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 16 14 Additional paid-in capital 2,139,698 1,965,090 Accumulated other comprehensive loss ( 3,483 ) ( 2,057 ) Accumulated deficit ( 1,323,466 ) ( 1,197,771 ) TOTAL STOCKHOLDERS’ EQUITY 812,765 765,276 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,025,585 $ 1,002,823 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents VIR BIOTECHNOLOGY, INC. Condensed Consolidated Statements of Operations ( in thousands, except share and per share data ) (unaudited) Three Months Ended March 31, 2026 2025 Revenues: License and collaboration revenue $ ( 41 ) $ ( 70 ) Grant revenue 12 1,238 Other revenue — 1,864 Total revenues ( 29 ) 3,032 Operating expenses: Research and development 108,922 118,645 Selling, general and administrative 23,339 23,944 Restructuring, long-lived assets impairment and related charges, net — ( 10 ) Total operating expenses 132,261 142,579 Loss from operations ( 132,290 ) ( 139,547 ) Other income: Change in fair value of equity investments ( 170 ) 6,382 Interest income 7,189 12,288 Other expense, net ( 254 ) ( 72 ) Total other income 6,765 18,598 Loss before provision for income taxes ( 125,525 ) ( 120,949 ) Provision for income taxes ( 170 ) ( 16 ) Net loss $ ( 125,695 ) $ ( 120,965 ) Net loss per share, basic and diluted $ ( 0.85 ) $ ( 0.88 ) Weighted-average shares outstanding, basic and diluted 147,356,811 137,468,900 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents VIR BIOTECHNOLOGY, INC. Condensed Consolidated Statements of Comprehensive Loss ( in thousands) (unaudited) Three Months Ended March 31, 2026 2025 Net loss $ ( 125,695 ) $ ( 120,965 ) Other comprehensive loss: Unrealized loss on investments ( 1,462 ) ( 303 ) Pension actuarial gain 36 45 Total other comprehensive loss ( 1,426 ) ( 258 ) Comprehensive loss $ ( 127,121 ) $ ( 121,223 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents VIR BIOTECHNOLOGY, INC. Condensed Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) (unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2025 139,474,954 $ 14 $ 1,965,090 $ ( 2,057 ) $ ( 1,197,771 ) $ 765,276 Issuance of common stock in connection with a follow-on public offering, net of issuance cost of $ 10,150 20,294,117 2 162,347 — — 162,349 Vesting of restricted common stock 1,388,052 — — — — — Exercise of stock options 76,935 — 174 — — 174 Stock-based compensation — — 12,087 — — 12,087 Other comprehensive loss — — — ( 1,426 ) — ( 1,426 ) Net loss — — — — ( 125,695 ) ( 125,695 ) Balance at March 31, 2026 161,234,058 $ 16 $ 2,139,698 $ ( 3,483 ) $ ( 1,323,466 ) $ 812,765 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance at December 31, 2024 136,959,446 $ 14 $ 1,911,872 $ ( 1,717 ) $ ( 759,784 ) $ 1,150,385 Vesting of restricted common stock 1,011,628 — — — — — Exercise of stock options 92,624 — 598 — — 598 Stock-based compensation — — 14,059 — — 14,059 Other comprehensive loss — — — ( 258 ) — ( 258 ) Net loss — — — — ( 120,965 ) ( 120,965 ) Balance at March 31, 2025 138,063,698 $ 14 $ 1,926,529 $ ( 1,975 ) $ ( 880,749 ) $ 1,043,819 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents VIR BIOTECHNOLOGY, INC. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 125,695 ) $ ( 120,965 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,811 2,867 Amortization of premiums on investments, net 394 4,089 Noncash lease expense 1,338 1,121 Change in fair value of equity investments 170 ( 6,382 ) Change in estimated fair value of contingent consideration ( 890 ) 1,030 Stock-based compensation 12,087 14,059 Other non-cash items, net 82 6 Changes in operating assets and liabilities: Prepaid expenses and other current assets 382 5,058 Other assets 657 6,200 Accounts payable ( 4,226 ) ( 1,415 ) Accrued liabilities and other long-term liabilities ( 17,223 ) 18,012 Operating lease liabilities ( 2,273 ) ( 1,796 ) Net cash used in operating activities ( 132,386 ) ( 78,116 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equipment — 281 Purchases of long-lived assets ( 390 ) ( 1,629 ) Purchases of investments ( 158,374 ) ( 173,694 ) Maturities and sales of investments 170,599 301,860 Net cash provided by investing activities 11,835 126,818 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 174 598 Issuance of common stock in connection with a follow-on public offering, net of issuance cost 162,349 — Net cash provided by financing activities 162,523 598 Net increase in cash, cash equivalents and restricted cash and cash equivalents 41,972 49,300 Cash, cash equivalents and restricted cash and cash equivalents at beginning of period 241,070 318,695 Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 283,042 $ 367,995 RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS: Cash and cash equivalents $ 274,161 $ 273,571 Restricted cash and cash equivalents, current 1,925 88,151 Restricted cash and cash equivalents, noncurrent 6,956 6,273 Total cash, cash equivalents and restricted cash and cash equivalents $ 283,042 $ 367,995 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements 1. Organization Business Overview Vir Biotechnology, Inc. (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 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 portfolio of preclinical programs across a range of infectious diseases and oncologic malignancies. Vir Bio has exclusive rights to the PRO-XTEN ® masking platform for oncology and infectious disease. PRO-XTEN ® is a trademark of Amunix Pharmaceuticals, Inc., a Sanofi company. Liquidity and Capital Resources In November 2023, the Company filed an automatic shelf registration statement on Form S-3 and a related prospectus (the “2023 Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (SEC) for the issuance of debt securities, common stock, preferred stock and warrants from time to time in one or more offerings. In November 2023, the Company entered into a sales agreement (Sales Agreement) with Cowen and Company, LLC, as sales agent (TD Cowen), pursuant to which the Company may from time to time offer and sell shares of its common stock for an aggregate offering price of up to $ 300.0 million, through or to TD Cowen, acting as sales agent or principal. The shares will be offered and sold under the 2023 Shelf Registration Statement. 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, 2026, no shares have been sold under the Sales Agreement. The Sales Agreement will expire in November 2026. In February 2026, the Company completed a follow-on public offering (2026 Public Offering) pursuant to the 2023 Shelf Registration Statement and issued 20,294,117 shares of common stock (including the exercise by the underwriters of their option to purchase an additional 2,647,058 shares of common stock) at a price to the public of $ 8.50 per share. Net proceeds from the 2026 Public Offering were approximately $ 162.3 million, after deducting underwriting discounts and commissions, and other offering expenses of approximately $ 10.2 million. As of March 31, 2026, the Company had $ 809.3 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 $ 8.9 million in restricted cash and cash equivalents as of March 31, 2026. 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany balances and transactions have been eliminated upon consolidation. 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, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, 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. As such, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2025. 8 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Segments Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Company manages the business activities on a consolidated basis and operates as one reportable segment that constitutes all of the consolidated entity, which is the business of powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer. Factors used in determining the reportable segment include the nature of the Company’s operating activities, the organizational and reporting structure, and the type of information regularly provided to the CODM to allocate resources and evaluate financial performance. The Company’s CODM is its Chief Executive Officer. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents, which consist of amounts invested primarily in money market funds and are stated at fair value. Investments Investments include available-for-sale debt securities and equity investments, which are carried at fair value. Available-for-Sale Debt Securities The Company’s valuations of marketable securities are generally derived from independent pricing services based on quoted prices in active markets for similar securities at period end. Generally, investments with original maturities beyond three months at the date of purchase and that mature at, or less than 12 months from, the unaudited condensed consolidated balance sheet date are considered short-term investments, with all others considered to be long-term investments. Unrealized gains and losses deemed temporary in nature are reported as a component of accumulated other comprehensive loss. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the unaudited condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents primarily includes funds to secure standby letters of credit and security deposits with financial institutions under lease agreements and funds restricted as to withdrawal or usage under grant agreements and collaboration agreements. Research and Development Expenses To date, research and development expenses have related primarily to discovery efforts and preclinical and clinical development of product candidates. Research and development expenses are recognized as incurred, and payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods or services are received. Research and development expenses include expenses related to license and collaboration agreements; contingent consideration from business acquisitions; personnel-related expenses, including salaries, benefits, and stock-based compensation for personnel contributing to research and development activities; expenses incurred under agreements with third-party contract development and manufacturing organizations (CDMOs), contract research organizations, and consultants; clinical costs, including laboratory supplies and costs related to compliance with regulatory requirements; and other allocated expenses, including expenses for rent, facilities maintenance, and depreciation and amortization. 9 Table of Contents 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. 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. When billing terms under these contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of its outstanding obligations to those third parties as of the period end. The accrual estimates are based on a number of factors, including the Company’s knowledge of the research and development programs and clinical manufacturing activities, the status of the programs and activities, invoicing to date, and the provisions in the contracts. The Company obtains information regarding unbilled services directly from these service providers and performs procedures to support its estimates based on its internal understanding of the services provided to date. However, the Company may also be required to estimate these services based on information available to its internal clinical and manufacturing administrative staff if such information is not able to be obtained timely from its service providers. New Accounting Pronouncement Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (ASU 2024-03) , which requires entities to disclose specific information on the types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06) , which clarifies and modernizes the accounting for costs related to internal-use software in A ccounting Standards Codification Topic 350-40, Intangibles —Goodwill and Other — Internal-Use Software (ASC 350-40). ASU 2025-06 removed all references to project stages throughout ASC 350-40, and requires entities to begin capitalizing software costs when both of the following occur: (1) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the probable-to-complete recognition threshold). The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods. Early adoption is permitted. ASU 2025-06 should be either applied on a prospective basis, retrospective or modified prospective basis based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is currently evaluating the impact the adoption of ASU 2025-06 may have on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements . The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-12 Codification Improvements, which addresses suggestions received from stakeholders on the Accounting Standards Codification ("the Codification") and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (i) clarify, (ii) correct errors, or (iii) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. 10 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements Reclassification Certain reclassifications have been made to prior period amounts on the Company’s consolidated statement of operations to conform to the current period presentation and enhance comparability. As a result, the Company changed its presentation of collaboration revenue to license and collaboration revenue and its presentation of contract revenue to other revenue . In conjunction with these changes, certain license revenue, primarily related the Company’s collaboration with Glaxo Wellcome UK Limited and GlaxoSmithKline Biologicals S.A. (GSK), which were presented as part of contract revenue in prior years, are now presented as part of license and collaboration revenue . 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. As a result, certain amounts related to deferred revenue, previously reflected in changes in operating assets and liabilities – deferred revenue , were reclassified to changes in operating assets and liabilities – accrued liabilities and other long-term liabilities . 3. Fair Value Measurements The Company determines the fair value of financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1: Inputs that include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of certain financial instruments, including accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. 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, 2026 and December 31, 2025 (in thousands): March 31, 2026 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Assets: Money market funds Level 1 $ 190,227 $ — $ — $ 190,227 U.S. government treasuries Level 2 282,459 55 ( 369 ) 282,145 U.S. government agency bonds and discount notes Level 2 50,274 — ( 105 ) 50,169 Asset-backed securities Level 2 76,530 125 ( 26 ) 76,629 Corporate bonds Level 2 177,089 145 ( 185 ) 177,049 Equity securities Level 1 N/A N/A N/A 5,861 Total financial assets $ 776,579 $ 325 $ ( 685 ) $ 782,080 Reconciliation to cash, cash equivalents and investments on condensed consolidated balance sheet Minus: Restricted cash equivalents invested in money market funds ( 7,919 ) Plus: Cash deposits 35,108 Total cash, cash equivalents and investments $ 809,269 11 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements December 31, 2025 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Assets: Money market funds Level 1 $ 86,607 $ — $ — $ 86,607 U.S. government treasuries Level 2 310,148 341 ( 3 ) 310,486 U.S. government agency bonds and discount notes Level 2 45,773 6 ( 16 ) 45,763 Asset-back securities Level 2 84,676 277 — 84,953 Corporate bonds Level 2 156,160 499 ( 1 ) 156,658 Equity securities Level 1 N/A N/A N/A 6,077 Total financial assets $ 683,364 $ 1,123 $ ( 20 ) $ 690,544 Reconciliation to cash, cash equivalents and investments on condensed consolidated balance sheet Minus: Restricted cash equivalents invested in money market funds ( 7,916 ) Plus: Cash deposits 98,962 Total cash, cash equivalents and investments $ 781,590 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 $ 3.3 million and $ 3.6 million as of March 31, 2026 and December 31, 2025, respectively. The Company did not write off any accrued interest receivables during the three months ended March 31, 2026 and 2025. The Company recognized total net unrealized losses of $ 0.4 million and total net unrealized gains of $ 1.1 million in accumulated other comprehensive loss as of March 31, 2026 and December 31, 2025, respectively. The gross unrealized losses as of March 31, 2026 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, 2026, no securities have contractual maturities (or weighted average life for asset-backed securities) of longer than two years . As of March 31, 2026, 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, 2026, the Company remeasured the equity investment at a fair value of $ 5.9 million. The Company recognized an unrealized loss of $ 0.2 million and an unrealized gain of $ 6.4 million for the three months ended March 31, 2026 and 2025, respectively, as part of other income in the unaudited condensed consolidated statement of operations. For the three months ended March 31, 2026 and 2025, 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 acquisition 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, 2026 and December 31, 2025. 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. As of March 31, 2026, the Company calculated the estimated fair value of the remaining regulatory milestone related to tobevibart using the following significant unobservable inputs: Unobservable input Value Discount rate 13.6 % Probability of achievement 85.5 % 12 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements For the commercial milestones, the Company used a Monte Carlo simulation because of the availability of discrete revenue forecasts. As of March 31, 2026, 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 Volatility 65.0 % Discount rate 11.0 % Probability of achievement 85.5 % The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. As of March 31, 2026 and December 31, 2025, the estimated fair value of the contingent consideration related to the Humabs acquisition was $ 33.2 million and $ 34.1 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. The following table sets forth the changes in the estimated fair value of the Company’s contingent consideration obligations (in thousands): Contingent Consideration Obligation Balance at December 31, 2025 $ 34,100 Changes in fair value ( 890 ) Balance at March 31, 2026 $ 33,210 4. Grant Agreements Gates Foundation Grants The Company previously entered into various grant agreements with the Gates Foundation (formerly known as the Bill & Melinda Gates Foundation), under which it was awarded grants to support its HIV vaccine program, tuberculosis vaccine program, HIV vaccinal antibody program and malaria vaccinal antibody program. In 2022, 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, which is used in furtherance of Gates Foundation’s charitable purposes to develop the Company’s vaccinal antibody program, in each case for use in specified developing countries. The fair market value of the common stock issued to the Gates Foundation was $ 28.5 million, based on the closing stock price of $ 37.65 per share on the closing date and taking into account a discount for the lack of marketability due to the restrictions in place on the underlying shares, resulting in a $ 11.3 million premium received by the Company. The Company accounted for the common stock issued to the Gates Foundation based on its fair market value on the closing date. The stock purchase premium is recognized over time as required research and development activities are performed to advance the Company’s vaccinal antibody program. As of March 31, 2026, the Company had unrecognized premium balance of $ 9.0 million, including $ 4.0 million as part of accrued and other liabilities and $ 5.0 million as part of other long-term liabilities. During 2025, all of the grant agreements expired except for the HIV vaccine program. Upon the expiration of the vaccinal antibody program grant the Company returned $ 9.5 million of unused grant funds to the Gates Foundation. The term of the HIV vaccine program grant agreement will expire mid- 2027, unless earlier terminated 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 project. 13 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements Grant payments received in advance that are related to future research activities are deferred and recognized as revenue as the required research and development activities are performed. The grant revenue for the three months ended March 31, 2026 was not material. The grant revenue for three months ended March 31, 2025 was $ 1.2 million. As of March 31, 2026 and December 31, 2025, the Company had $ 1.8 million within accrued and other liabilities, related to funds to be refunded to the Gates Foundation. The funds related to the $ 1.8 million liability as of March 31, 2026 is classified within restricted cash and cash equivalents, current. 5. Collaboration and License Agreements License Agreement with Norgine Pharma UK Limited On December 15, 2025, the Company and Norgine Pharma UK Limited (together with its affiliates in the Norgine group of companies, Norgine) entered into a License Agreement (the Norgine Agreement) under which the Company granted Norgine an exclusive license with respect to commercial rights and certain development rights to the combination of tobevibart, an investigational monoclonal antibody, and elebsiran, an investigational small interfering ribonucleic acid (Licensed Product), for the treatment of people living with chronic hepatitis delta (CHD) in Europe, Australia, and New Zealand (collectively, the Norgine Territory), while Vir Bio will retain commercial rights for the Licensed Product in the United States and all other international markets outside of the People’s Republic of China and Taiwan. The Company and Norgine will collaborate on the development and commercialization of Licensed Product in Norgine Territory under the oversight of various joint committees, with the Company primarily responsible for development activities for the ongoing trials in Vir Bio’s ECLIPSE registrational program (ECLIPSE 1, 2 and 3) and Norgine primarily responsible for regulatory, medical affairs and commercialization activities. Vir Bio will also provide future commercial supply to Norgine. In exchange, Vir Bio received an initial reimbursement of historical development costs from Norgine in the amount of € 55 million or $ 64.3 million in December 2025 and is eligible to receive up to an additional € 495 million in clinical, regulatory and sales milestones, along with tiered, mid-teen to high-twenties percent royalties on net sales in the Norgine Territory. In addition, clinical development costs for the ongoing ECLIPSE registrational program are shared, with Norgine contributing approximately 25 % of external costs starting from January 1, 2026. The Company determined that the Norgine Agreement is a collaborative arrangement given that both parties are (i) active participants in the development and commercialization of Licensed Product in Norgine Territory and (ii) exposed to significant risks and rewards dependent on the commercial success of Licensed Product. The Company further evaluated whether the Norgine Agreement is partially within the scope of ASC 606 and identified two performance obligations, the delivery of Norgine License and the promise to conduct development activities for the ongoing ECLIPSE registrational program. The Norgine License was considered distinct from the development activities as those activities will not significantly modify or customize the Norgine License, in-part due to the late clinical stage of development at contract inception. With respect to the promise to deliver commercial supplies in the future, it is at Norgine’s option and will be provided at fair value, and therefore, it is not considered a material right or a performance obligation under the Norgine Agreement. For each of the two units of account, the Company then assessed whether each unit was associated with a customer. The Company determined that Norgine is a customer with respect to the delivery of Norgine License and that Norgine is not a customer with respect to the development activities. With respect to the delivery of Norgine License, the transaction price included the initial payment of € 55 million, clinical, regulatory and sales milestones of up to € 495 million and sales royalties. The clinical and regulatory milestones are variable considerations and are fully constrained at contract inception. Sales milestones and royalties are variable considerations and will be recognized when future sales occur. The Company will reassess revenue constraints each period. The performance obligation to deliver Norgine License was satisfied upon transfer of the license to Norgine in December 2025. With respect to the promise to conduct development activities and related cost share, the Company will account for the costs shared with Norgine as a reduction of research and development expenses in the period when those costs are shared under the Norgine Agreement. During the three months ended March 31, 2026, the Company recorded $ 4.3 million cost reimbursement as a reduction of research and development expenses. As of March 31, 2026, the Company recorded $ 4.3 million of collaboration receivables, which are classified within prepaid expenses and other current assets. 14 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements License Agreement with Sanofi On September 9, 2024 , the Company closed the license agreement with Amunix Pharmaceuticals, Inc., a Sanofi company, previously announced on August 1, 2024 (Sanofi Agreement). 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-stage clinical dual-masked TCEs that all leverage the PRO-XTEN ® universal masking platform within a range of oncology indications. 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. In July 2025, the first patient was dosed in phase 1 study evaluating VIR-5525, and the Company paid the $ 75.0 million during the third quarter of 2025. 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 20% of such income that exceeds amounts already owed to them. Alnylam Pharmaceuticals, Inc. In October 2017, the Company and Alnylam Pharmaceuticals, Inc. (Alnylam) entered into a collaboration and license agreement (the Alnylam Agreement). Under the Alnylam Agreement, the Company obtained a worldwide, exclusive license to develop, manufacture and commercialize small interfering RNA (siRNA) product candidates directed to HBV, including elebsiran, for all uses and purposes including the treatment of hepatitis B virus (HBV) and hepatitis delta virus (HDV). Under the Alnylam Agreement, the Company also held options to obtain similar licenses to siRNA product candidates for up to four other infectious disease targets selected by Vir Bio, but following an amendment and restatement of the Alnylam Agreement in March 2025 (the Restated Alnylam Agreement), those options (and all rights and obligations related to those infectious disease targets) were terminated. At the same time Alnylam elected to not opt-in to the profit-sharing arrangement with respect to any licensed siRNA product candidates, including elebsiran, directed to HBV or HDV. 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 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 three months ended March 31, 2025. After this payment, the remaining amount of the development and regulatory milestones is up to $ 145.0 million for elebsiran. Any development and regulatory milestones for elebsiran will be payable to Alnylam only once, irrespective of dosage, formulation forms, route of administration or indication. Following commercialization, the Company will be required to pay to Alnylam up to $ 250.0 million in the aggregate for the first achievement of specified levels of net sales by elebsiran products directed to HBV, whether for the treatment of HBV or HDV. The Company will also be required to pay Alnylam tiered royalties at percentages ranging from the low double-digits to mid-teens on annual net sales of siRNA products directed to HBV, such as elebsiran, whether for the treatment of HBV or HDV, subject to specified reductions and offsets. 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 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. The Company may terminate the Alnylam Agreement on a program-by-program basis or in its entirety for any reason on 90 days’ written notice. 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. 15 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements 6. Balance Sheet Components Property and Equipment, net Property and equipment, net consists of the following (in thousands). Depreciation expenses were $ 2.7 million and $ 2.8 million for the three months ended March 31, 2026 and 2025, respectively. Useful life (in years) March 31, 2026 December 31, 2025 Leasehold improvements 8 - 12 $ 56,258 $ 56,180 Laboratory equipment 5 41,216 40,961 Furniture and fixtures 5 2,890 2,836 Computer equipment 3 2,692 2,689 Construction in progress N/A — 114 Property and equipment, gross 103,056 102,780 Less: accumulated depreciation ( 49,898 ) ( 47,160 ) Total property and equipment, net $ 53,158 $ 55,620 Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): March 31, 2026 December 31, 2025 Research and development expenses $ 37,796 $ 35,299 Payroll and related expenses 9,043 28,724 Excess funds payable under grant agreements 1,828 1,825 Operating lease liabilities, current 8,944 8,798 Other professional and consulting expenses 3,388 3,327 Other accrued expenses 7,114 5,039 Total accrued and other liabilities $ 68,113 $ 83,012 7 . Commitments and Contingencies Manufacturing and Supply Agreements The Company has entered into various scopes of work with third-party CDMOs to support the advancement of its pipeline programs. As of March 31, 2026 , the Company had unaccrued unpaid commitments of approximately $ 18.0 million under manufacturing agreements related to tobevibart and elebsiran and unaccrued unpaid commitments of approximately $ 15.5 million under manufacturing agreements related to its TCE programs. 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. Indemnification In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Under such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. In addition, the Company has entered into indemnification agreements with its directors and certain officers that may require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no demands have been made upon the Company to provide indemnification under these agreements, and thus, there are no indemnification claims that the Company is aware of that could have a material effect on the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations, or unaudited condensed consolidated statements of cash flows. 16 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements 8. Stock-Based Awards The Company has maintained a stock incentive plan for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, other stock awards and performance cash awards, to employees, non-employee directors, and consultants. The Company also has an employee stock purchase plan (ESPP) for its employees. 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, 2026 2025 Expected term of options (in years) 6.1 6.1 Expected stock price volatility 93.3 % 89.5 % - 89.9 % Risk-free interest rate 3.8 %- 3.9 % 4.1 % - 4.5 % Expected dividend yield — — The valuation assumptions for stock options were determined as follows: Expected Term — The expected term represents the period that the stock options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Expected Volatility — Prior to 2026, the expected volatility was determined by using a blended approach of the Company and its industry peers’ historical volatilities. Starting from 2026, the expected volatility is determined by using historical volatilities based on the Company’s stock prices over a look-back period corresponding to the expected term. Risk-Free Interest Rate — The Company determines the risk-free interest rate over the expected term of the stock options based on the constant maturity rate of U.S. 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 in the foreseeable future. Stock-Based Compensation Expense Stock-based compensation is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. 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, 2026 2025 Research and development $ 6,022 $ 7,005 Selling, general and administrative 6,065 7,054 Total stock-based compensation $ 12,087 $ 14,059 9. Net Loss Per Share Basic net loss per common share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the sum of the weighted-average number of common shares outstanding during the period plus any potential dilutive effects of common stock equivalents outstanding during the period calculated in accordance with the treasury stock method. 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. 17 Table of Contents 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, 2026 2025 Net loss $ ( 125,695 ) $ ( 120,965 ) Weighted-average shares outstanding, basic and diluted 147,356,811 137,468,900 Net loss per share, basic and diluted $ ( 0.85 ) $ ( 0.88 ) 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, 2026 2025 Options issued and outstanding 11,145,262 11,080,159 Restricted shares subject to future vesting 7,660,957 6,888,462 Total 18,806,219 17,968,621 10. Income Taxes 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, 2026 and 2025 (in thousands): Three Months Ended March 31, 2026 2025 Loss before provision for income taxes $ ( 125,525 ) $ ( 120,949 ) Provision for income taxes $ ( 170 ) $ ( 16 ) Effective tax rate ( 0.1 %) — % The Company is subject to income taxes in the United States and foreign jurisdictions. These foreign jurisdictions have statutory tax rates different from those in the United States. 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 $ 17.9 million and $ 17.3 million as of March 31, 2026 and December 31, 2025, respectively, and if recognized, would favorably affect the effective tax rate in future periods. 11. Segment Reporting The Company manages the business activities on a consolidated basis and operates as one reportable segment that constitutes all of the consolidated entity, which is the business of powering the immune system to transform lives by discovering and developing medicines for serious infectious diseases and cancer. The Company’s CODM is its Chief Executive Officer. 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 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. 18 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements The segment revenue, segment profit or loss, and significant segment expenses regularly provided to CODM are summarized as follows (in thousands). Three Months Ended March 31, 2026 2025 Segment revenue $ ( 29 ) $ 3,032 Less: Segment expenses (1) Research and development Contract manufacturing 36,007 9,336 Personnel (2) 31,528 33,718 Clinical costs 26,134 20,606 Licenses, collaborations and contingent consideration, net ( 2,809 ) 36,591 Other R&D (3) 18,062 18,394 Selling, general and administrative (2) 23,339 23,944 Restructuring, long-lived assets impairment and related charges, net — ( 10 ) Plus: Other segment items (4) 6,595 18,582 Segment and consolidated net loss $ ( 125,695 ) $ ( 120,965 ) (1) Refer to Note 6 Balance Sheet Components for depreciation and amortization expenses included in segment expenses. (2) Refer to Note 8 Stock-Based Awards for stock-based compensation expenses included in segment expenses. (3) Other research and development expenses primarily includes non-personnel research expenses, allocated facility and IT expenses, 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. The following table summarizes segment revenues by geographic area (in thousands). The revenues attributed to the U.S. primarily include the Company's grant revenue. The revenues attributed to foreign regions primarily include license and collaboration revenues recognized under the Company’s collaboration agreements with GSK, and other revenue generated from the sale of clinical supply to Brii Bio Parent. Three Months Ended March 31, Segment revenues attributed to: 2026 2025 U.S. $ 12 $ 1,238 Foreign GSK ( 41 ) ( 70 ) Other — 1,864 Total segment and consolidated revenue $ ( 29 ) $ 3,032 The Company’s long-lived assets are primarily located in the U.S. 12. Subsequent Event License Agreement with Astellas US LLC On April 15, 2026, the Company closed the previously announced Collaboration and License Agreement with Astellas US LLC, together with its subsidiaries and affiliates, including its indirect parent, Astellas Pharma Inc. (the Astellas Agreement). Under the Astellas Agreement the parties entered into a global strategic collaboration to co-develop and co-commercialize VIR-5500, an investigational PRO-XTEN ® dual-masked CD3 TCE targeting PSMA (Prostate-Specific Membrane Antigen) for the treatment of prostate cancer that is currently in Phase 1 development, through a sharing of expenses and revenues. Pursuant to the Astellas Agreement, the Company granted Astellas, subject to certain intellectual property rights of Sanofi, an exclusive, worldwide license to develop, manufacture, commercialize and otherwise exploit VIR-5500 and certain related derivative compounds for therapeutic, prophylactic, palliative and diagnostic uses. 19 Table of Contents VIR BIOTECHNOLOGY, INC. Notes to Unaudited Condensed Consolidated Financial Statements Under the terms of the Astellas Agreement, in the U.S., the Company will share profits and losses from future sales of VIR-5500 equally with Astellas, should VIR-5500 receive regulatory approval, and the Company will have the option to co-promote VIR-5500. Outside of the U.S., Astellas will obtain exclusive rights to commercialize VIR-5500 and be responsible for all commercialization costs. The Company and Astellas will jointly develop VIR-5500, with global clinical development costs shared 40 % by the Company and 60 % by Astellas, while costs of U.S.-specific studies will be shared equally, and Astellas will be solely responsible for costs of ex-U.S.-specific studies. In addition, the Company has the option to opt out of development cost sharing responsibilities and U.S. profit sharing, and in such case, Astellas will pay the Company royalties on net sales made in the U.S., as described below. The Company received a $ 75 million equity investment payment pursuant to a separate Stock Purchase Agreement (the Astellas SPA, described further below) at closing, and the Company will receive a $ 240 million upfront payment within 30 days of closing. A $ 20 million milestone payment is due upon completion of manufacturing technology transfer, anticipated in the second quarter or third quarter of 2027. The Company will be eligible to receive up to an additional $ 1.37 billion in future development, regulatory and ex-U.S. sales milestones, along with tiered, double-digit royalties on ex-U.S. net sales. If the Company elects to opt out of development cost sharing responsibilities and U.S. profit sharing, it would be eligible to receive up to $ 1.37 billion (or $ 1.60 billion if the Company has met a pre-defined limited funding threshold at the time of the opt-out) in future development, regulatory and global sales milestones, along with tiered, double-digit royalties on global net sales. Further, certain opt-out milestones, if met, will include reimbursement of a portion of the Company’s previously expensed development and commercialization spend. Under the terms of the Sanofi Agreement, the Company will share with Sanofi 20% of certain future collaboration proceeds, including the upfront payment and the portion of milestones, profit-share and royalties that exceed amounts already owed to Sanofi. Concurrently with the closing of the Astellas Agreement, the Company also closed the Astellas SPA, pursuant to which Astellas purchased 7,239,382 shares of the Company’s common stock at $ 10.36 per share for an aggregate purchase price of approximately $ 75 million. The Astellas SPA includes standstill, voting and lockup provisions, with customary exceptions, that expire one year after the date of the closing of the Astellas SPA. One year after the closing of the Astellas SPA, Astellas will have, under certain circumstances, a customary right to require the Company to register the resale of the shares purchased pursuant to the Astellas SPA. 20 Table of Contents