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

Rhea-AI Filing Summary

BeOne Medicines (ONC) – Form 4 insider activity

Chief Financial Officer Aaron Rosenberg reported a mandatory tax-related sale of 1,190 American Depositary Shares (ADS) on 08/01/2025 at $290.47 per ADS, generating roughly $0.35 million in proceeds. Each ADS represents 13 ordinary shares. The disposition was executed automatically to cover withholding taxes triggered by the vesting of a restricted share-unit (RSU) grant. One-quarter of the RSU award vests annually on 31 July through 2028, with accelerated vesting possible upon certain termination events.

No derivative securities were exercised or disposed of in this filing. After the transaction, Rosenberg directly owns 215,332 ordinary shares and 0 ADS, meaning the shares sold equal about 7 % of his reported equity stake. The filing shows continued equity alignment through ongoing RSU vesting, while the share sale itself may be viewed as a routine liquidity event rather than an indicator of fundamental outlook.

Positive

• RSU vesting schedule remains intact, assuring continued management equity alignment through 2028.
• CFO retains 215,332 ordinary shares, signalling ongoing commitment despite the small sale.

Negative

• Insider sale of 1,190 ADS could be interpreted as a mild bearish indicator by some investors.
• ADS holdings reduced to zero, potentially lowering perceived alignment with U.S.-traded share class.

Insights

Financial Analyst

TL;DR: Small tax-driven sale, negligible impact; CFO retains large stake.

The 1,190-ADS sale (~$346 k) is modest versus Rosenberg’s 215 k ordinary-share holding and appears procedural for tax withholding. No derivatives were exercised, and future RSU tranches maintain alignment incentives. Given the limited size and routine nature, I view the disclosure as neutral for valuation and sentiment. Market reaction, if any, should be minimal.

Corporate Governance Specialist

TL;DR: Insider sells ~7 % stake; governance posture unchanged.

The sale follows SEC Rule 16 requirements and stems from RSU vesting, not discretionary trading, limiting potential concern. Rosenberg’s remaining ownership still represents meaningful ‘skin in the game.’ I do not see red-flag governance issues; however, investors who monitor insider trends may log this as a slight negative, warranting observation of future trades.

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).

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^*

Rosenberg Aaron

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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								215,332	D
American Depositary Shares(1)	08/01/2025		S(2)		1,190	D	$290.47	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

Explanation of Responses:

1. Each American Depositary Share represents 13 Ordinary Shares.

2. The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement in connection with the vesting of a restricted share unit award previously granted to the Reporting Person. 1/4th of the securities will vest on each anniversary of July 31, 2024, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	08/05/2025
	** 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

How many BeOne Medicines (ONC) ADS did the CFO sell?

Aaron Rosenberg sold 1,190 ADS on 08/01/2025.

What price did the ONC ADS transaction occur at?

The ADS were disposed of at $290.47 per ADS.

Why was the transaction executed?

It was a mandatory tax-withholding sale tied to the vesting of an RSU award.

How many shares does the CFO own after the sale?

Rosenberg now holds 215,332 ordinary shares and 0 ADS directly.

Does the Form 4 include any derivative security exercises?

No. No derivatives were acquired or disposed in this filing.

When will the remaining RSUs vest?

One-quarter vests on each 31 July through 2028, subject to continued service.