What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-07 · 238 added, 129 removed, 422 unchanged (47% of the section changed)

31 unchanged sentences

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

10,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

no shares issued and outstanding as of June 30, 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

300,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

169,185,671 and 139,474,954 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 2,230,464 1,965,090

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

License and collaboration revenue $ 238,935 $ ( 495 ) $ 238,894 $ ( 565 )

3 unchanged sentences

Operating expenses:

Cost of revenue — 11 — 11

Research and development 135,283 97,509 244,205 216,154

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Total operating expenses 165,479 119,631 297,740 262,210

Loss from operations ( 132,290 ) ( 139,547 )

Income (loss) from operations 73,467 ( 118,417 ) ( 58,823 ) ( 257,964 )

Other income:

1 unchanged sentence

Interest income 8,966 10,785 16,155 23,073

Other expense, net ( 254 ) ( 72 )

Other (expense) income, net ( 451 ) 226 ( 705 ) 154

Total other income 6,792 7,629 13,557 26,227

Loss before provision for income taxes ( 125,525 ) ( 120,949 )

Income (loss) before provision for income taxes 80,259 ( 110,788 ) ( 45,266 ) ( 231,737 )

Provision for income taxes ( 179 ) ( 170 ) ( 349 ) ( 186 )

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

Net income (loss) $ 80,080 $ ( 110,958 ) $ ( 45,615 ) $ ( 231,923 )

Net income (loss) per share, basic $ 0.48 $ ( 0.80 ) $ ( 0.29 ) $ ( 1.68 )

Net income (loss) per share, diluted $ 0.47 $ ( 0.80 ) $ ( 0.29 ) $ ( 1.68 )

Weighted-average shares outstanding, basic 167,719,015 138,447,469 157,613,578 137,960,888

Weighted-average shares outstanding, diluted 168,879,127 138,447,469 157,613,578 137,960,888

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Statements of Comprehensive Loss

Condensed Consolidated Statements of Comprehensive Income (Loss)

( in thousands)

Three Months Ended

Net loss $ ( 125,695 ) $ ( 120,965 )

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss) $ 80,080 $ ( 110,958 ) $ ( 45,615 ) $ ( 231,923 )

Other comprehensive loss:

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Total other comprehensive loss ( 1,119 ) ( 246 ) ( 2,545 ) ( 504 )

Comprehensive loss $ ( 127,121 ) $ ( 121,223 )

Comprehensive income (loss) $ 78,961 $ ( 111,204 ) $ ( 48,160 ) $ ( 232,427 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Shares Amount

Balance at March 31, 2026 161,234,058 $ 16 $ 2,139,698 $ ( 3,483 ) $ ( 1,323,466 ) $ 812,765

Issuance of common stock related to a collaboration agreement 7,239,382 1 75,723 — — 75,724

Adjustments of issuance costs related to a follow-on public offering — — ( 144 ) — — ( 144 )

Vesting of restricted common stock 292,076 — — — — —

Exercise of stock options 171,822 — 1,440 — — 1,440

Issuance of common stock under employee stock purchase plan 248,333 — 1,356 — — 1,356

Stock-based compensation — — 12,391 — — 12,391

Other comprehensive loss — — — ( 1,119 ) — ( 1,119 )

Net income — — — — 80,080 80,080

Balance at June 30, 2026 169,185,671 $ 17 $ 2,230,464 $ ( 4,602 ) $ ( 1,243,386 ) $ 982,493

Common Stock Additional

Capital Accumulated

Comprehensive Loss Accumulated Deficit Total

Stockholders’

Shares Amount

Balance at March 31, 2025 138,063,698 $ 14 $ 1,926,529 $ ( 1,975 ) $ ( 880,749 ) $ 1,043,819

Vesting of restricted common stock 286,057 — — — — —

Exercise of stock options 138,179 — 649 — — 649

Issuance of common stock under employee stock purchase plan 398,340 — 1,757 — — 1,757

Stock-based compensation — — 12,451 — — 12,451

Other comprehensive loss — — — ( 246 ) — ( 246 )

Net loss — — — — ( 110,958 ) ( 110,958 )

Balance at June 30, 2025 138,886,274 $ 14 $ 1,941,386 $ ( 2,221 ) $ ( 991,707 ) $ 947,472

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIR BIOTECHNOLOGY, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

Common Stock Additional

Capital Accumulated

Comprehensive Loss Accumulated Deficit Total

Stockholders’

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

Issuance of common stock related to a collaboration agreement 7,239,382 1 75,723 — — 75,724

Issuance of common stock related to a follow-on public offering, net of issuance cost of $ 10,294

20,294,117 2 162,203 — — 162,205

1 unchanged sentence

Exercise of stock options 248,757 — 1,614 — — 1,614

Issuance of common stock under employee stock purchase plan 248,333 — 1,356 — — 1,356

Stock-based compensation — — 24,478 — — 24,478

1 unchanged sentence

Net loss — — — — ( 45,615 ) ( 45,615 )

Balance at March 31, 2026 161,234,058 $ 16 $ 2,139,698 $ ( 3,483 ) $ ( 1,323,466 ) $ 812,765

Balance at June 30, 2026 169,185,671 $ 17 $ 2,230,464 $ ( 4,602 ) $ ( 1,243,386 ) $ 982,493

Common Stock Additional

6 unchanged sentences

Exercise of stock options 230,803 — 1,247 — — 1,247

Issuance of common stock under employee stock purchase plan 398,340 — 1,757 — — 1,757

Stock-based compensation — — 26,510 — — 26,510

1 unchanged sentence

Net loss — — — — ( 231,923 ) ( 231,923 )

Balance at March 31, 2025 138,063,698 $ 14 $ 1,926,529 $ ( 1,975 ) $ ( 880,749 ) $ 1,043,819

Balance at June 30, 2025 138,886,274 $ 14 $ 1,941,386 $ ( 2,221 ) $ ( 991,707 ) $ 947,472

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Change in estimated fair value of contingent consideration 240 11,010

Payment of contingent consideration in excess of acquisition date fair value — ( 17,140 )

Stock-based compensation 24,478 26,510

Non-cash restructuring, long-lived assets impairment and related charges — 399

Other non-cash items, net 123 59

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Accounts payable 8,083 7,444

Accrued liabilities and other long-term liabilities ( 17,223 ) 18,012

Accrued liabilities and other liabilities ( 8,831 ) ( 7,998 )

Operating lease liabilities ( 4,579 ) ( 3,253 )

5 unchanged sentences

Maturities and sales of investments 325,588 553,180

Net cash provided by investing activities 11,835 126,818

Net cash (used in) provided by investing activities ( 185,307 ) 183,274

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options 1,614 1,247

Issuance of common stock in connection with a follow-on public offering, net of issuance cost 162,349 —

Proceeds from issuance of common stock under ESPP 1,356 1,757

Issuance of common stock related to a follow-on public offering, net of issuance costs 162,205 —

Issuance of common stock related to a collaboration agreement 75,724 —

Other financing activities — ( 360 )

Net cash provided by financing activities 240,899 2,644

Net increase in cash, cash equivalents and restricted cash and cash equivalents 41,972 49,300

Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 46,532 ( 12,417 )

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 $ 287,602 $ 306,278

NONCASH INVESTING AND FINANCING ACTIVITIES:

Obtaining a right-of-use asset in exchange for a lease liability — 7,591

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS:

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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.

As of June 30, 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.

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 its 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 $ 162.2 million, after deducting underwriting discounts and commissions, and other offering expenses of approximately $ 10.3 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.

As of June 30, 2026, the Company had approximately $ 1.01 billion 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 approximately $ 8.9 million in restricted cash and cash equivalents as of June 30, 2026.

Summary of Significant Accounting Policies

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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.

The unaudited condensed consolidated results of operations for the three and six months ended June 30, 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.

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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.

Revenue Recognition

License and Collaboration Revenue

The Company analyzes its license and collaboration arrangements to determine whether they are within the scope of ASC 808, Collaborative Arrangements (ASC 808), and whether any units of account are within the scope of ASC 606, Revenue from Contracts with Customers (ASC 606).

Units of account within the scope of ASC 606 are accounted for pursuant to ASC 606.

For units of account outside the scope of ASC 606, the Company applies an appropriate recognition method by analogy to other authoritative accounting guidance or through a reasonable and consistently applied accounting policy election, which may include analogizing to ASC 606 or ASC 730, Research and Development (ASC 730), depending on the nature of the collaborative activities and the related contractual terms.

Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements within the scope of ASC 606, the Company applies the following five-step model:

(i) identify the contract with a customer;

(ii) identify the performance obligations;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations;

and (v) recognize revenue when or as the Company satisfies a performance obligation.

The Company determines the transaction price based on the amount of consideration it expects to receive in exchange for transferring promised goods or services to a customer.

The transaction price may include fixed consideration, upfront payments, milestone payments, royalties, profit- and loss-sharing arrangements, development cost-share settlements and other forms of variable consideration.

Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company reassesses the transaction price, including estimates of variable consideration and related constraints, at each reporting date.

When an arrangement includes multiple units of account, the Company allocates consideration to the respective units of account based on the underlying economics of the arrangement and in a manner consistent with the overall allocation objective of reflecting the amount of consideration to which the Company expects to be entitled in exchange for satisfying each unit of account.

In making this determination, the Company considers the nature of the consideration, the underlying contractual payment terms, and whether the consideration is specifically attributable to a license, collaboration services, or other distinct units of account within the arrangement, as well as the standalone selling prices (“SSP”) of the respective units of account.

The Company also assesses whether the resulting allocation is consistent with the overall allocation objective.

In certain circumstances, consideration may be allocated entirely to one or more, but not all, units of account when the terms of the consideration relate specifically to the Company’s efforts to satisfy the applicable unit of account or to a specific outcome resulting from the satisfaction of that unit of account, and such allocation is consistent with the overall allocation objective.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company estimates SSP using methods appropriate for the nature of each unit of account.

SSP for licenses of intellectual property may be estimated using a multi-period excess earnings income approach, while SSP for research and development or other service-related activities may be estimated using a cost-plus-margin approach.

These estimates may require significant judgment, including assumptions regarding expected future cash flows, development and commercialization timelines, probability of technical and regulatory success, market opportunity, expected costs, margins and discount rates.

For licenses of intellectual property that are distinct from other promised goods or services, revenue is recognized at a point in time when control of the license transfers to the customer and the customer is able to use and benefit from the license.

For licenses that are not distinct from other promised goods or services, revenue is recognized based on the pattern in which the combined performance obligation is satisfied.

Sales-based or usage-based royalties, including certain sales-based milestone payments that relate predominantly to a license of intellectual property, are recognized when the related sales or usage occur.

Development, regulatory, commercial and other milestone payments are included in the transaction price only when the related uncertainty is resolved or when it is probable that a significant reversal of cumulative revenue recognized will not occur.

Payments to or reimbursements from collaboration partners related to cost-sharing arrangements or other collaborative activities that are not transactions with a customer are accounted for under ASC 808.

Amounts payable to collaboration partners for the Company’s share of research and development activities are generally recorded as research and development expense, while amounts reimbursable from collaboration partners are generally recorded as reductions of research and development expense.

New Accounting Pronouncement Not Yet Adopted

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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.

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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

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 June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

Hierarchy Amortized

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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.

Accrued interest receivables amounted to $ 5.6 million and $ 3.6 million as of June 30, 2026 and December 31, 2025, respectively.

The Company did not write off any accrued interest receivables during the six months ended June 30, 2026 and 2025.

The Company recognized total net unrealized losses of $ 1.5 million and total net unrealized gains of $ 1.1 million in accumulated other comprehensive loss as of June 30, 2026 and December 31, 2025, respectively, on the its unaudited condensed consolidated balance sheet.

The gross unrealized losses as of June 30, 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).

As of June 30, 2026, no securities have contractual maturities (or weighted average life for asset-backed securities) of longer than two years .

As of June 30, 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.

Changes in fair value are recognized as other income in the unaudited condensed consolidated statement of operations.

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 Company classifies the contingent consideration as Level 3 financial liabilities within the fair value hierarchy as of June 30, 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:

As of June 30, 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

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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:

As of June 30, 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

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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.

As of June 30, 2026 and December 31, 2025, the estimated fair value of the contingent consideration related to the Humabs acquisition was $ 34.3 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.

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Changes in fair value 240

Balance at March 31, 2026 $ 33,210

Balance at June 30, 2026 $ 34,340

Grant Agreements

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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.

As of June 30, 2026, the Company had unrecognized premium balance of $ 9.1 million on its unaudited condensed consolidated balance sheet, including $ 4.9 million as part of accrued and other liabilities and $ 4.2 million as part of other long-term liabilities.

During 2025, all of the grant agreements expired except for the HIV vaccine program.

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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.

The grant revenue for the three and six months ended June 30, 2026 and 2025 was not material.

As of June 30, 2026 and December 31, 2025, the Company had $ 1.8 million within accrued and other liabilities on its condensed consolidated balance sheet, related to funds to be refunded to the Gates Foundation.

The funds related to the $ 1.8 million liability as of June 30, 2026 is classified within restricted cash and cash equivalents, current on the Company's condensed consolidated balance sheet.

Collaboration and License Agreements

License Agreement with Astellas US LLC

On April 15, 2026, the Company closed the previously announced Collaboration and License Agreement (the Astellas Collaboration Agreement) with Astellas US LLC (together with its subsidiaries and affiliates (including its indirect parent, Astellas Pharma Inc.), Astellas).

Upon closing, the Company received $ 240.0 million upfront payment from Astellas.

Concurrently with the closing of the Astellas Collaboration Agreement, the Company also closed the Stock Purchase Agreement with Astellas (the Astellas SPA, together with the Astellas Collaboration Agreement, the Astellas Agreements), under which Astellas purchased 7,239,382 shares of the Company’s common stock for an aggregate purchase price of approximately $ 75.0 million.

The fair value of these common stock was $ 75.7 million, based on the market price of $ 10.46 per share on the closing day.

As a result, $ 0.7 million of the $ 240.0 million upfront payment under the Astellas Collaboration Agreement was attributed to the common stock issuance for accounting purposes, resulting in a residual upfront payment of $ 239.3 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.

Under the Astellas Collaboration 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.

The Company granted Astellas, subject to certain intellectual property rights of Sanofi, an exclusive, worldwide license (the VIR-5500 Program License) to develop, manufacture, commercialize and otherwise exploit VIR-5500 and certain related derivative compounds for therapeutic, prophylactic, palliative and diagnostic uses.

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.

The Company will be eligible to receive up to $ 1.39 billion in future development, regulatory and ex-U.S.

sales milestones, along with tiered, double-digit royalties on ex-U.S.

In the U.S., the Company will share profits and losses from 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.

In addition, the Company has the option to opt out of development cost sharing responsibilities and U.S.

profit sharing.

In such case, the Company will be eligible to receive up to $ 1.39 billion (or $ 1.62 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.

The Astellas Agreements represent a collaborative arrangement within the scope of ASC 808.

Apart from the aforementioned issuance of common stock unit of account under the Astellas SPA, the Company identified two additional units of account under the Astellas Collaboration Agreement:

(i) the VIR‑5500 Program License, and (ii) participation in collaboration to advance VIR-5500, predominantly including certain clinical development activities in the ongoing Phase 1 trial.

The Company concluded that the VIR‑5500 Program License is distinct from the collaboration activities because those activities are not expected to significantly modify or customize the licensed intellectual property.

The Company further evaluated whether any elements of the arrangement were within the scope of ASC 606 and determined that Astellas is a customer only with respect to the VIR‑5500 Program License.

Accordingly, the VIR‑5500 Program License was accounted for under ASC 606, and the collaboration activities were accounted for under ASC 808 using an accounting policy election that analogizes to certain recognition and measurement principles of ASC 730.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company allocated the upfront payment and other forms of consideration under the Astellas Collaboration Agreement, including clinical development and regulatory milestones, development cost-share settlement, sales milestones and royalties, and U.S.

profit- and loss-share settlements, to the appropriate units of account based on the underlying economics of the arrangement.

In making this determination, the Company considered the allocation principles in ASC 606.

The Company evaluated the nature of the consideration, the underlying contractual payment terms, and whether the consideration was predominantly driven by the clinical, regulatory, or commercial outcomes associated with products incorporating the licensed intellectual property, or by the level of effort or costs incurred in performing collaboration activities, as well as the standalone selling prices of the respective units of account.

The Company also considered whether the resulting allocation was consistent with the overall allocation objective, including whether the attribution reflected the amount to which the Company expected to be entitled in exchange for transferring the VIR‑5500 Program License to Astellas and performing the collaboration activities.

Variable consideration is included in these assessments only to the extent that it is probable that a significant reversal of cumulative amounts recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved and is not subject to the sales- or usage-based royalty exception.

The Company estimated the SSP of the VIR‑5500 Program License using a multi-period excess earnings income approach based on the estimated present value of future cash flows expected to be generated from the licensed intellectual property.

The SSP of the clinical development activities was estimated using a cost-plus-margin approach.

The Company determined that the VIR‑5500 Program License was transferred to Astellas upon closing of the Astellas Collaboration Agreement.

Amounts allocated to the collaboration activities are recognized over time as the related development activities are performed and costs are incurred.

Because these activities are conducted as part of a collaborative arrangement and are not transactions with a customer, amounts recognized for the collaborative activities are recorded within operating expenses depending on the nature of the activities, either within research and development expense or within selling, general and administrative expenses.

Cost-share reimbursements from Astellas are recognized as reductions of expenses, while amounts payable to Astellas are recognized as additional expense.

During the three months ended June 30, 2026, the Company recognized the residual upfront payment of $ 239.3 million as license and collaboration revenue, related to the transfer of the VIR‑5500 Program License in its unaudited condensed consolidated statement of operations.

The Company also recognized a $ 5.0 million reduction of research and development expense related to expected development cost-share reimbursements from Astellas.

As of June 30, 2026, the Company had $ 5.0 million of collaboration receivables, which are classified within prepaid expenses and other current assets on its unaudited condensed consolidated balance sheet.

Additionally, in accordance with the Company’s license agreement with Sanofi, the Company will share with Sanofi 20% of certain collaboration proceeds from the Astellas Agreements, including the upfront payment and the portion of milestones, profit-share and royalties that exceed amounts already owed to Sanofi.

In June 2026, after the closing of the Astellas Agreements, the Company made a $ 48 million payment to Sanofi, which was recorded as a research and development expense in the second quarter of 2026.

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.

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 elebsiran, an investigational small interfering ribonucleic acid (Licensed Product) and tobevibart, an investigational monoclonal antibody, 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 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.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

During the three and six months ended June 30, 2026, the Company recorded approximately $ 3.1 million and $ 7.5 million of cost reimbursement as reductions of research and development expenses, respectively, in its unaudited condensed consolidated statement of operations.

As of June 30, 2026, the Company recorded $ 3.1 million of collaboration receivables, which are classified within prepaid expenses and other current assets on its unaudited condensed consolidated balance sheet.

License Agreement with Sanofi

5 unchanged sentences

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.

Accordingly, after the closing of the Astellas Agreements and the receipt of a $ 240 million upfront payment from Astellas, the Company made a $ 48 million payment to Sanofi in June 2026, which was recorded as research and development expense in the unaudited condensed consolidated statement of operations.

Alnylam Pharmaceuticals, Inc.

5 unchanged sentences

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.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

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 in the first quarter of 2025 as part of research and development expenses.

After this payment, the remaining amount of the development and regulatory milestones is up to $ 145.0 million for elebsiran.

4 unchanged sentences

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.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Balance Sheet Components

1 unchanged sentence

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.

(in years) March 31,

Depreciation expenses were $ 2.7 million and $ 2.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 5.4 million and $ 5.7 million for the six months ended June 30, 2026 and 2025, respectively, in the Company's unaudited condensed consolidated statement of operations.

(in years) June 30,

2026 December 31,

18 unchanged sentences

Total accrued and other liabilities $ 77,207 $ 83,012

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Commitments and Contingencies

1 unchanged sentence

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.

As of June 30, 2026 , the Company had unaccrued unpaid commitments of approximately $ 15.0 million under manufacturing agreements related to elebsiran and tobevibart and unaccrued unpaid commitments of approximately $ 16.6 million under manufacturing agreements related to its TCE programs.

Legal Proceedings

7 unchanged sentences

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.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock-Based Awards

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Expected term of options (in years) 5.5 - 6.1

1 unchanged sentence

87.6 % - 88.7 %

81.7 % - 93.3 %

87.6 % - 89.9 %

Risk-free interest rate 4.0 %- 4.4 %

4.0 % - 4.2 %

3.8 % - 4.4 %

4.0 % - 4.5 %

Expected dividend yield — — — —

5 unchanged sentences

Treasury securities with similar maturities as of the date of the grant.

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Research and development $ 5,493 $ 6,946 $ 11,515 $ 13,951

1 unchanged sentence

Total stock-based compensation $ 12,391 $ 12,451 $ 24,478 $ 26,510

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.

Net Income (Loss) Per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents.

Diluted net income (loss) per common share is computed by dividing the net income (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.

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):

The following is a calculation of the basic and diluted net income (loss) per share (in thousands, except share and per share data):

Three Months Ended

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:

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss) $ 80,080 $ ( 110,958 ) $ ( 45,615 ) $ ( 231,923 )

Weighted-average shares outstanding, basic 167,719,015 138,447,469 157,613,578 137,960,888

Weighted-average effect of dilutive securities:

Options to purchase common stock 180,888 — — —

Restricted shares subject to future vesting 912,543 — — —

Shares to purchase under Employee Stock Purchase Plan 66,681 — — —

Weighted-average shares outstanding, diluted 168,879,127 138,447,469 157,613,578 137,960,888

Net income (loss) per share, basic $ 0.48 $ ( 0.80 ) $ ( 0.29 ) $ ( 1.68 )

Net income (loss) per share, diluted $ 0.47 $ ( 0.80 ) $ ( 0.29 ) $ ( 1.68 )

Securities that could potentially dilute basic net income (loss) per common share in the future that were not included in the computation of diluted net income (loss) per common share because to do so would have been antidilutive for the periods presented were primarily as follows:

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Options issued and outstanding 9,941,060 10,017,308 10,336,678 10,017,308

1 unchanged sentence

Total 10,373,335 16,298,366 17,395,073 16,298,366

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):

VIR BIOTECHNOLOGY, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The table below presents our income (loss) before provision for income taxes, provision for income taxes and effective tax rate for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended

Loss before provision for income taxes $ ( 125,525 ) $ ( 120,949 )

June 30, Six Months Ended

2026 2025 2026 2025

Income (loss) before provision for income taxes $ 80,259 $ ( 110,788 ) $ ( 45,266 ) $ ( 231,737 )

Provision for income taxes $ ( 179 ) $ ( 170 ) $ ( 349 ) $ ( 186 )

3 unchanged sentences

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.

Unrecognized tax benefits were $ 18.4 million and $ 17.3 million as of June 30, 2026 and December 31, 2025, respectively, and if recognized, would favorably affect the effective tax rate in future periods.

Segment Reporting

2 unchanged sentences

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 profit or loss is segment net income (loss) that also is reported on the condensed consolidated statements of operations as consolidated net income (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.

The CODM uses segment net income (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.

The following table summarizes segment revenues by geographic area (in thousands).

Our revenues primarily include license and collaboration revenues recognized under the Company’s collaboration agreements with Astellas.

Revenue is attributed to geographic areas based on the location of the Company’s customers and collaboration counterparties.

Three Months Ended

June 30, Six Months Ended

Segment revenues attributed to:

2026 2025 2026 2025

Astellas $ 239,276 $ — $ 239,276 $ —

Other 11 183 23 1,421

Foreign ( 341 ) 1,031 ( 382 ) 2,825

Total segment and consolidated revenue $ 238,946 $ 1,214 $ 238,917 $ 4,246

The Company’s long-lived assets are primarily located in the U.S.

VIR BIOTECHNOLOGY, INC.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Segment revenue $ 238,946 $ 1,214 $ 238,917 $ 4,246

Segment expenses (1)

Cost of revenue — 11 — 11

Research and development

10 unchanged sentences

Other segment items (4)

Segment and consolidated net loss $ ( 125,695 ) $ ( 120,965 )

6,613 7,459 13,208 26,041

Segment and consolidated net income (loss) $ 80,080 $ ( 110,958 ) $ ( 45,615 ) $ ( 231,923 )

(1) Refer to Note 6 Balance Sheet Components for depreciation and amortization expenses included in segment expenses.

1 unchanged sentence

(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

Segment revenues attributed to:

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.

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.

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.

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.

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.

(4) Other segment items include change in fair value of equity investments, interest income, other (expense) income, net, and provision for income taxes, all of which were presented on the condensed consolidated statements of operations.

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.

What changed 10-Q

Item 1. Financial Statements