[Form 4] BeOne Medicines Ltd. American Insider Trading Activity

Rhea-AI Filing Summary

Wu Xiaobin, President and COO of BeOne Medicines Ltd. (ONC), reported multiple transactions on 08/13/2025 and 08/14/2025 involving the company’s American Depositary Shares (ADS) and stock options. The filing states each ADS represents 13 ordinary shares. The reporting person sold multiple blocks of ADS under a Rule 10b5-1 trading plan adopted May 13, 2024 (amended May 14, 2025), with reported weighted-average sale prices ranging roughly from $300.00 to $308.12 across the transactions. The filing also shows a series of option grants/rights: 296,049, 352,105, 399,828, and 119,340 ordinary-share equivalents (various exercise prices and vesting schedules), and indicates direct and indirect ownership entries including shares held by the reporting person’s wife.

Positive

• Trades executed pursuant to a Rule 10b5-1 plan, providing a documented, preplanned framework for the sales
• Full disclosure of weighted-average sale prices and price ranges across transactions
• Detailed disclosure of option holdings and vesting schedules, showing continued insider exposure to equity performance

Negative

• Large insider ADS sales on 08/13/2025 and 08/14/2025 at prices roughly between $300.00 and $308.12 could be viewed negatively by some investors
• Significant reduction in direct ADS holdings recorded in the filing (multiple disposals listed)

Insights

Financial Analyst

TL;DR: Significant insider ADS sales executed under a 10b5-1 plan; large option holdings remain.

The Form 4 discloses material insider selling by the company’s President and COO across 08/13/2025 and 08/14/2025 via a Rule 10b5-1 plan, with weighted-average sale prices in the ~$300–$308 range. Sales were broken into multiple tranches and fully disclosed with price ranges. While the sales reduce reported ADS holdings, the filing also shows substantial outstanding option positions totaling several hundred thousand ordinary-share equivalents with staggered vesting schedules, which preserves ongoing insider exposure to future equity performance. For investors, this is a clear disclosure of liquidity events rather than a corporate action or financial restatement.

Corporate Governance Expert

TL;DR: Insider complied with disclosure rules and used an established 10b5-1 plan to execute sales.

The filing explicitly notes the use of a pre-established Rule 10b5-1 trading plan (adopted May 13, 2024; amended May 14, 2025), which provides an affirmative defense for trades executed while potentially in possession of material nonpublic information. The Form 4 also provides detailed weighted-average price disclosures and identifies indirect holdings (spouse). From a governance perspective, the itemized and documented nature of these transactions aligns with best practices for transparent insider trading disclosure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wu Xiaobin

(Last) (First) (Middle)

C/O BEONE MEDICINES I GMBH

AESCHENGRABEN 27, 21ST FLOOR

(Street)

BASEL V8 4051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BeOne Medicines Ltd. [ ONC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								1,228,328	D
American Depositary Shares(1)								12,365	D
American Depositary Shares(1)								4,000	I	By Wife
American Depositary Shares(1)	08/13/2025		M		22,773	A	$174.43	22,773	D
American Depositary Shares(1)	08/13/2025		M		27,085	A	$155.68	49,858	D
American Depositary Shares(1)	08/13/2025		S(2)		8,900	D	$300.3328(3)	40,958	D
American Depositary Shares(1)	08/13/2025		S(2)		4,500	D	$301.4895(4)	36,458	D
American Depositary Shares(1)	08/13/2025		S(2)		5,800	D	$302.4472(5)	30,658	D
American Depositary Shares(1)	08/13/2025		S(2)		3,517	D	$303.544(6)	27,141	D
American Depositary Shares(1)	08/13/2025		S(2)		7,359	D	$304.3738(7)	19,782	D
American Depositary Shares(1)	08/13/2025		S(2)		528	D	$305.5914(8)	19,254	D
American Depositary Shares(1)	08/13/2025		S(2)		9,637	D	$306.7442(9)	9,617	D
American Depositary Shares(1)	08/13/2025		S(2)		9,617	D	$307.3788(10)	0	D
American Depositary Shares(1)	08/14/2025		M		30,756	A	$155.68	30,756	D
American Depositary Shares(1)	08/14/2025		M		9,180	A	$159.03	39,936	D
American Depositary Shares(1)	08/14/2025		S(2)		400	D	$300.8637(11)	39,536	D
American Depositary Shares(1)	08/14/2025		S(2)		5,800	D	$302.0443(12)	33,736	D
American Depositary Shares(1)	08/14/2025		S(2)		6,965	D	$303.3146(13)	26,771	D
American Depositary Shares(1)	08/14/2025		S(2)		500	D	$304.1949(14)	26,271	D
American Depositary Shares(1)	08/14/2025		S(2)		8,522	D	$305.4796(15)	17,749	D
American Depositary Shares(1)	08/14/2025		S(2)		12,232	D	$306.2614(16)	5,517	D
American Depositary Shares(1)	08/14/2025		S(2)		4,917	D	$307.4285(17)	600	D
American Depositary Shares(1)	08/14/2025		S(2)		600	D	$308.0322(18)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (Right to Buy)	$13.42(19)	08/13/2025		M			296,049	(20)	06/16/2030	Ordinary Shares	296,049	$0	0	D
Share Option (Right to Buy)	$11.98(19)	08/13/2025		M			352,105	(21)	06/21/2032	Ordinary Shares	352,105	$0	709,709	D
Share Option (Right to Buy)	$11.98(19)	08/14/2025		M			399,828	(21)	06/21/2032	Ordinary Shares	399,828	$0	309,881	D
Share Option (Right to Buy)	$12.23(19)	08/14/2025		M			119,340	(22)	06/04/2034	Ordinary Shares	119,340	$0	358,046	D

Explanation of Responses:

1. Each American Depositary Share represents 13 Ordinary Shares.

2. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 13, 2024, as most recently amended on May 14, 2025.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.00 to $300.99, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.00 to $301.98, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.00 to $302.97, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.00 to $303.98, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.00 to $304.80, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.17 to $306.13, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.19 to $307.18, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.20 to $307.51, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $300.44 to $301.07, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.52 to $302.39, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $302.79 to $303.68, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $303.85 to $304.48, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.95 to $305.94, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.95 to $306.94, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.95 to $307.93, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.99 to $308.12, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.

19. The number of securities underlying each option and the exercise price therefore are represented in ordinary shares.

20. These securities vest over a four-year period as follows: 25% on June 17, 2021 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested shares are subject to accelerated vesting upon certain termination events following a change in control.

21. These securities vest over a four-year period as follows: 25% on the first anniversary of June 22, 2022, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon certain termination events following a change in control.

22. These securities vest over a four-year period as follows: 25% on the first anniversary of June 5, 2024, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon certain termination events.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Wu Xiaobin (ONC) report on Form 4?

The Form 4 reports multiple sales of BeOne ADS on 08/13/2025 and 08/14/2025 and disclosure of stock option holdings; trades were made under a Rule 10b5-1 plan.

Were the ADS sales by Wu Xiaobin preplanned?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted May 13, 2024 and most recently amended May 14, 2025.

What price range were the ADS sold at?

The filing discloses weighted-average sale prices with underlying transaction price ranges approximately between $300.00 and $308.12 across the reported sales.

How many option-based ordinary-share equivalents does the Form 4 show?

The filing shows option rights totaling 296,049, 352,105, 399,828, and 119,340 ordinary-share equivalents across different grants and vesting schedules.

Does each ADS represent multiple ordinary shares?

Yes. The filing states that each American Depositary Share represents 13 ordinary shares.