Beigene SEC Filings

BeOne Medicines Ltd. reported that its President and Global Head of R&D received a large equity award in the form of restricted share units. On December 31, 2025, the executive acquired 427,895 ordinary shares at a stated price of $0, reflecting the vesting terms of these units rather than a cash purchase.

After this transaction, the executive beneficially owns 1,451,424 ordinary shares directly and 601,965 shares indirectly through Wang Holdings LLC. The filing also explains a separate RMB Shares Employee Participation Plan tied to the company’s STAR Market offering in China, under which the plan purchased 2,069,546 RMB Shares at an initial public offering price of RMB192.6 per share. The reporting person contributed RMB10 million to this plan and may have an indirect economic interest in some of these RMB Shares while disclaiming beneficial ownership except for any pecuniary interest.

BeOne Medicines Ltd. has fully repaid and terminated a major credit facility with China Merchants Bank Co., Ltd. The company used a portion of the borrowings from its previously disclosed Facilities Agreement, arranged with The Hongkong and Shanghai Banking Corporation Limited and other lenders, to pay off all outstanding amounts under the prior CMB Credit Facility.

As part of this repayment, all commitments by China Merchants Bank to extend further credit, as well as all guarantees and security interests granted by BeOne Medicines under the CMB Credit Facility, were terminated. The company incurred no termination penalties in connection with ending this facility.

BeOne Medicines Ltd. appointed Dr. Lai Wang as President, Global Head of Research and Development, effective January 1, 2026. In this expanded role, he will lead research and development as well as other functions, including business development and alliance management.

Dr. Wang, age 48, has led the Company’s R&D since April 2021 after joining in 2011, and previously served as Director of Research at Joyant Pharmaceuticals. His new compensation includes a $750,000 annual salary, an annual target bonus equal to 75% of base salary, and a one-time equity incentive of $10,000,000 in restricted share units vesting in four equal annual installments, with certain accelerated vesting rights under his employment agreement. The Company states there are no related-party or other arrangements connected to his appointment.

BeOne Medicines Ltd. chief executive officer and director reported sales of American Depositary Shares in mid-December 2025 under a pre-arranged Rule 10b5-1 trading plan.

The Form 4 discloses multiple sales of American Depositary Shares on 12/15/2025 and 12/16/2025 at weighted average prices listed in the report, with each American Depositary Share representing 13 ordinary shares. Following these transactions, the reporting person holds 0 American Depositary Shares directly but continues to beneficially own 5,141,041 ordinary shares directly and additional ordinary shares through various trusts and entities, with certain indirect interests expressly disclaimed as beneficial ownership.

BeOne Medicines Ltd. executive SVP and General Counsel reported stock transactions in the company’s American Depositary Shares (ADSs). On December 10 and 11, 2025, the insider exercised stock options and then sold shares, as shown in the Form 4 tables. The filing shows multiple option exercises into ADSs, followed by open-market sales of 332 ADSs at $318.28 on December 10 and 332 ADSs at $325.00 on December 11.

Each ADS represents 13 ordinary shares, and the derivative securities are stock options with exercise prices of $14.96, $16.41, and $12.23 per ordinary share. The options vest over four-year schedules with initial 25% vesting and the remainder in monthly installments, with potential accelerated vesting upon certain termination events. The sale transactions were carried out under a Rule 10b5-1 trading plan adopted on May 14, 2025.

BeOne Medicines Ltd. director reports option exercise and ADS sales. On 11/26/2025, the reporting director exercised a share option covering 34,151 ordinary shares at an exercise price of $12.23 per share. Each American Depositary Share (ADS) represents 13 ordinary shares, so the exercise resulted in 2,627 ADS at a reported price of $159.03 per ADS. On the same date, the director sold 1,823 ADS at a weighted average price of $340.2004 and 804 ADS at a weighted average price of $342.474, leaving 0 ADS beneficially owned after the transactions. Following these activities, the director reported beneficial ownership of 57,226 ordinary shares held directly.

BeOne Medicines Ltd. (ONC) reported an insider transaction by its President and COO on a Form 4. The executive is listed as directly holding 968,978 ordinary shares and indirectly holding 4,000 American Depositary Shares (ADS) through his wife. Each ADS represents 13 ordinary shares.

On 11/17/2025, the reporting person sold ADS in three open-market transactions: 3,155 ADS at a weighted average price of $380.2274, 826 ADS at a weighted average price of $381.1891, and 10 ADS at $382.32. After these sales, the Form 4 shows reduced direct ADS holdings, while the separate ordinary share and spouse-held ADS positions remain reported.

BeOne Medicines Ltd. entered into a new senior secured Facilities Agreement providing three loan facilities: a U.S. dollar B1 revolving loan facility of $140 million, a U.S. dollar B2 term loan facility of $560 million, and a Renminbi A term loan facility with an aggregate principal amount of approximately $300 million.

The loans are secured by equity interests in Group members and a mortgage and security interests over the company’s manufacturing and clinical R&D facility in New Jersey, and are guaranteed by certain subsidiaries. Proceeds may be used for general corporate purposes, working capital, refinancing existing offshore indebtedness, and related fees and expenses.

The A Loan Facility amortizes semi-annually starting 12 months after first use and matures 36 months after the first utilization date, while the B2 Term Loan Facility begins principal repayment 18 months after first use and matures 24 months after the first B facility utilization date. The agreement includes financial covenants on leverage, interest coverage, minimum equity of $2.7 billion, minimum offshore cash of $500 million, and caps on total and PRC financial indebtedness.

ONC filed a Form 144 indicating that stockholder Xiaobin Wu plans to sell 3,991 shares of common stock through Morgan Stanley Smith Barney LLC on or about 11/17/2025, with an aggregate market value of $1,518,302.91. The shares are listed on NASDAQ, and the issuer reports 109,663,273 common shares outstanding.

The seller acquired 1,238 and 2,753 common shares through restricted stock vesting under a registered plan in June 2025. Over the past three months, the seller reported additional sales of 6,009 and 10,000 common shares, with gross proceeds of $2,286,659.45 and $3,560,160.50, respectively.