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Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S.
−Removed: federal securities laws that prohibit trading while in possession of material non-public information.
−Removed: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material non-public information.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
During the quarterly period covered by this report, none of our directors or officers entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) except as follows.
−Removed: On February 22, 2026 , the Company issued restricted stock units (RSUs) subject to mandatory sell-to-cover tax withholding arrangements intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) to the following officers of the Company:
−Removed: • Marianne De Backer, M.Sc., Ph.D., MBA , our President and Chief Executive Officer ;
−Removed: • Vanina de Verneuil, J.D ., our Executive Vice President, General Counsel and Corporate Secretary ;
−Removed: • Mark Eisner, M.D., M.P.H.
−Removed: , our then-serving Executive Vice President and Chief Medical Officer ;
−Removed: • Jason O’Byrne, MBA , our Executive Vice President and Chief Financial Officer ;
−Removed: • Brent Sabatini, CPA, MBA , our Senior Vice President and Chief Accounting Officer .
+Added: On April 27, 2026, Mark Eisner , M.D., M.P.H., our former Executive Vice President and Chief Medical Officer , terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the Eisner Trading Plan).
+Added: The Eisner Trading Plan was originally adopted on May 19, 2025 for the purpose of selling shares of the Company’s common stock, with a duration lasting until December 31, 2026.
+Added: As of April 27, 2026 , a total of 1,889 shares had been sold pursuant to the Eisner Trading Plan.
+Added: No further trades will be executed under the Eisner Trading Plan.
+Added: On May 26, 2026 , for estate and financial planning purposes, Vanina de Verneuil, J.D.
+Added: , our Executive Vice President, General Counsel and Corporate Secretary , adopted a Rule 10b5-1 trading plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) (the de Verneuil Trading Plan).
+Added: The de Verneuil Trading Plan provides for sales of RSU and employee stock purchase plan (ESPP) shares pursuant to market and limit orders, which orders will be in effect from approximately September 1, 2026 to August 31, 2027 .
+Added: The RSU share sales are intended to generate funds to satisfy Ms.
+Added: de Verneuil’s tax obligations in connection with RSU shares that will vest in 2026 and 2027 pursuant to RSU awards granted to her.
+Added: The total number of RSU and ESPP shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied, the number of ESPP shares purchased in the future, the Company’s stock price, and the number of RSU shares that are sold upon vesting pursuant to the mandatory sell to cover tax withholding arrangements included in her applicable RSU agreements.
+Added: Under the Company’s 10b5-1 plan guidelines, Ms.
+Added: de Verneuil is prohibited from selling more than 50,000 shares in a single trading day.
+Added: The de Verneuil Trading Plan will expire upon the earlier of (i) the date all sales contemplated by the de Verneuil Trading Plan have been executed, or (ii) August 31, 2027.
(a) Exhibits.
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3.2 Amended and Restated Bylaws of the Company
−Removed: Collaboration and License Agreement between the Company and Astellas US LLC, dated February 19, 2026
−Removed: 10.2 Stock Purchase Agreement between the Company and Astellas US LLC, dated February 19, 2026
−Removed: 10.3 First Amendment to the Collaboration and License Agreement between the Company and Astellas US LLC, dated Ap ril 15 , 2026
+Added: Second Amendment to the License Agreement between the Company and Amunix Pharmaceuticals, Inc., dated June 24, 2026
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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VIR BIOTECHNOLOGY, INC.
+Added: August 5, 2026
/s/ Marianne De Backer
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(Principal Executive Officer)
−Removed: /s/ Jason O ’ Byrne
−Removed: Jason O ’ Byrne, MBA
−Removed: Executive Vice President and Chief Financial Officer
+Added: August 5, 2026
+Added: /s/ Brent Sabatini
+Added: Brent Sabatini, CPA, MBA
+Added: Senior Vice President and Chief Accounting Officer
(Principal Financial Officer)
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.