Vir Biotechnology, Inc. 10-Q

Item 5. Other Information. Director and Officer Trading Arrangements A portion of the compensation of the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other Company securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in Company securities by directors and officers are required to be made in accordance with the Company’s insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. During the quarterly period covered by this report, none of our directors or officers entered into or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) except as follows. 68 Table of Contents 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). 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. As of April 27, 2026 , a total of 1,889 shares had been sold pursuant to the Eisner Trading Plan. No further trades will be executed under the Eisner Trading Plan. On May 26, 2026 , for estate and financial planning purposes, Vanina de Verneuil, J.D. , 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). 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 . The RSU share sales are intended to generate funds to satisfy Ms. de Verneuil’s tax obligations in connection with RSU shares that will vest in 2026 and 2027 pursuant to RSU awards granted to her. 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. Under the Company’s 10b5-1 plan guidelines, Ms. de Verneuil is prohibited from selling more than 50,000 shares in a single trading day. 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. 69 Table of Contents Item 6. Exhibits. (a) Exhibits. Incorporation by Reference Exhibit Number Description Form File Number Exhibit Reference Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the Company 8-K 001-39083 3.1 10/16/2019 3.2 Amended and Restated Bylaws of the Company 8-K 001-39083 3.1 03/08/2023 10.1 † Second Amendment to the License Agreement between the Company and Amunix Pharmaceuticals, Inc., dated June 24, 2026 X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). ____________________________________________________________________ † Certain portions of this exhibit (indicated by [***]) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. * The certification attached as Exhibit 32.1 accompanies this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 70 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VIR BIOTECHNOLOGY, INC. Date: August 5, 2026 By: /s/ Marianne De Backer Marianne De Backer, M.Sc., Ph.D., MBA President, Chief Executive Officer and Director (Principal Executive Officer) Date: August 5, 2026 By: /s/ Brent Sabatini Brent Sabatini, CPA, MBA Senior Vice President and Chief Accounting Officer (Principal Financial Officer) 71