Arbutus Announces Final Results of Its US$230 Million Modified “Dutch Auction” Tender Offer

Oversubscription limited acceptance of eligible auction and purchase-price tenders, while proportionate tenders were not prorated.

Rhea-AI Summary

Arbutus Biopharma (ABUS) has accepted 46,000,000 common shares for purchase and cancellation following the final results of its modified Dutch auction tender offer. The purchase price is US$5.00 per share, totaling US$230 million excluding fees and expenses. Accepted shares represent approximately 23 percent of shares outstanding on September 29, 2026, when the offer expired.

The offer was oversubscribed: eligible auction and purchase-price tenders had approximately 55.6% accepted, except odd lots. Tenders above US$5.00 were not purchased. A separate, unprorated proportionate-tender pool accounted for 9,307,231 accepted shares. Roivant Sciences will maintain approximately 19.5% ownership after completion. Arbutus anticipates approximately 153,275,907 shares outstanding immediately after completion. The depositary will effect payment and settlement on or about October 5, 2026.

2 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 3 points

How the balance works

Positive

• Major pointUS$230 million capital return purchases 46,000,000 shares for cancellation at US$5.00 each. 24% of market cap
• Minor pointApproximately 23 percent of shares outstanding as of September 29, 2026 were accepted for purchase.

Negative

• Minor pointApproximately 55.6% acceptance limits eligible auction and purchase-price tenders; odd lots were exempt from proration.
• Minor pointAuction tenders above US$5.00 had no shares purchased.
• Minor pointFees and expenses are additional to the US$230 million aggregate purchase price.

Key Figures

Aggregate purchase price: US$230 million Shares accepted: 46,000,000 shares Purchase price: US$5.00 per share +5 more

Aggregate purchase price

US$230 million

Final tender-offer purchases, excluding fees and expenses

Shares accepted

46,000,000 shares

Accepted for purchase under the offer

Purchase price

US$5.00 per share

Final offer price

Shares repurchased

approximately 23%

Of issued and outstanding shares as of September 29, 2026

Eligible shares tendered

65,709,919 shares

Auction tenders at or below the purchase price and purchase-price tenders

Proration rate

approximately 55.6%

Tendered shares taken up, excluding odd-lot tenders

Proportionate tenders accepted

9,307,231 shares

Purchased in a separate pool not subject to proration

Shares outstanding after completion

approximately 153,275,907 shares

Company’s anticipated share count following the offer

Historical Context

1 past event · Latest: Sep 30

1 event

1. Sep 30

   Preliminary tender results

   24h Move

   +1.9%

   Preliminary results projected US$230 million for 46,000,000 shares at US$5.00 each.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, modified dutch auction, proration, beneficial owner

4 terms

tender offer financial

"final results of its tender offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

modified dutch auction financial

"The Offer proceeded by way of a modified Dutch auction"

A modified Dutch auction is a way for a company to buy back shares or sell securities by asking shareholders or bidders to state how many shares they’re willing to trade and at what minimum price, then setting a single clearing price that satisfies the target quantity. Think of it like collecting offers at different prices and picking one fair price so the company buys or sells the needed amount; investors care because it can produce a transparent, market-driven price and a predictable size for the transaction, reducing the chance of favoritism or sudden price swings.

proration financial

"were not subject to proration"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

beneficial owner regulatory

"Roivant Sciences Ltd., the beneficial owner of 38,847,462 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WARMINSTER, Pa., Oct. 01, 2026 (GLOBE NEWSWIRE) -- Arbutus Biopharma Corporation (Nasdaq: ABUS) (“Arbutus” or the “Company”), a clinical-stage biopharmaceutical company focused on infectious disease, today announced the final results of its tender offer (the “Offer”) to purchase for cancellation up to US$230 million in value of its common shares (the “Shares”). The Offer proceeded by way of a modified Dutch auction, which had a tender price range from US$5.00 per Share to US$5.75 per Share, and included the option for shareholders to participate via a proportionate tender. The Offer expired at 5:00 p.m. (New York City time) on September 29, 2026. All amounts are in U.S. dollars.

In accordance with the terms and conditions of the Offer and based on the final calculation of TSX Trust Company, as depositary for the Offer (the “Depositary”), Arbutus has taken up and accepted for purchase a total of 46,000,000 Shares at a price of US$5.00 per Share under the Offer (the “Purchase Price”), representing an aggregate purchase price of US$230 million, excluding fees and expenses relating to the Offer, and approximately 23 percent of the total number of Arbutus’s issued and outstanding Shares as of the close of business on September 29, 2026. Immediately following completion of the Offer, Arbutus anticipates that approximately 153,275,907 Shares will be issued and outstanding.

Based on the final calculation of the Depositary, 65,709,919 Shares were validly tendered and not properly withdrawn pursuant to auction tenders at or below the Purchase Price and pursuant to purchase price tenders, which includes shares that were tendered through notice of guaranteed delivery at the final Purchase Price of US$5.00 per share or as purchase price tenders. Since the Offer was oversubscribed, shareholders who made auction tenders at or below the Purchase Price and shareholders who made, or were deemed to have made, purchase price tenders had approximately 55.6% of their tendered Shares taken up by Arbutus (other than “odd lot” tenders, which were not subject to proration). Shareholders who made auction tenders at a price in excess of the Purchase Price did not have any of those Shares purchased by Arbutus. 9,307,231 Shares were taken up and accepted for purchase pursuant to proportionate tenders, which were purchased in a separate pool and were not subject to proration.

Roivant Sciences Ltd., the beneficial owner of 38,847,462 Shares, approximately 19.5% of Arbutus’s issued and outstanding Shares as of September 29, 2026, made a proportionate tender under the Offer and will maintain its proportionate Share ownership at approximately 19.5% following completion of the Offer.

Arbutus has accepted for purchase 46,000,000 Shares validly tendered and not validly withdrawn and is making payment for the Shares by delivering the aggregate purchase price to the Depositary. Payment and settlement with shareholders will be effected by the Depositary on or about October 5, 2026, all in accordance with the Offer and applicable law. Any Shares not purchased, including Shares not purchased as a result of proration, Shares tendered pursuant to auction tenders at prices higher than the Purchase Price and invalidly tendered Shares, will be returned to shareholders as soon as practicable by the Depositary.

To assist shareholders in determining the tax consequences of the Offer, Arbutus does not expect that a deemed dividend will arise on a disposition of Shares pursuant to the Offer for purposes of the Income Tax Act (Canada). Shareholders should refer to the offer to purchase and issuer bid circular dated August 24, 2026 and consult with their own tax advisors with respect to the income tax consequences of the disposition of their Shares under the Offer.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated August 24, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.

About Arbutus  

Arbutus Biopharma Corporation (Nasdaq: ABUS) is a clinical-stage biopharmaceutical company focused on infectious disease. The Company is currently developing imdusiran (AB-729) and an oral PD-L1 inhibitor (AB-101) for the treatment of chronic hepatitis B infection. The Company is also consulting closely with and supporting its exclusive licensee, Genevant Sciences, to protect and defend its intellectual property, which is the subject of on-going lawsuits against Pfizer/BioNTech for use of Arbutus’ patented LNP technology in their COVID-19 vaccines. For more information, visit www.arbutusbio.com.

Forward-Looking Statements and Information

This press release contains “forward-looking statements,” including statements regarding completion of the Offer; the number of Shares issued and outstanding following completion of the Offer, the timing of payment and settlement with shareholders by the Depositary; the return of Shares not purchased as a result of proration or Shares tendered pursuant to auction tenders at prices higher than the Purchase Price or invalidly tendered Shares; the Company’s expectation that a deemed dividend will not arise on a disposition of Shares pursuant to the Offer for purposes of the Income Tax Act (Canada), and other terms and conditions of the Offer, which involve known and unknown risks, uncertainties and other factors that may cause actual results and other events to be materially different from those expressed or implied by such forward-looking statements.

The forward-looking statements contained in this press release are subject to a number of material factors that could cause actual results to differ materially, including, developments or changes in general economic or market conditions, developments or changes in the securities markets, developments or changes in our business, financial condition or cash flows, as well as other risks detailed in our Annual Report on Form 10-K for the most recent fiscal year as filed with the SEC.

A more complete discussion of the risks and uncertainties facing Arbutus appears in Arbutus’ Annual Report on Form 10-K for the most recent fiscal year as filed with the SEC, Arbutus’ Quarterly Reports on Form 10-Q and Arbutus’ continuous and periodic disclosure filings, which are available at www.sec.gov and at www.sedarplus.ca. All forward-looking statements herein are qualified in their entirety by this cautionary statement, and Arbutus undertakes no obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments, except as required by law.

Arbutus Biopharma Corporation ir@arbutusbio.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Arbutus accept in its tender offer, and at what price?

Arbutus accepted 46,000,000 common shares at US$5.00 per share for purchase and cancellation. The aggregate purchase price is US$230 million, excluding fees and expenses relating to the offer.

When will Arbutus tender offer shareholders receive payment?

The depositary will effect payment and settlement on or about October 5, 2026. Arbutus is making payment by delivering the aggregate purchase price to the depositary.

Does Arbutus expect a Canadian deemed dividend from its tender offer?

Arbutus does not expect a deemed dividend to arise from shares disposed of under the offer for purposes of the Income Tax Act (Canada). Shareholders should refer to the offer to purchase and issuer bid circular dated August 24, 2026 and consult their own tax advisors about their income tax consequences.