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

Rhea-AI Filing Summary

BeOne Medicines reporting person Henry Lee (SVP, General Counsel and Director) disclosed multiple ADS and option transactions on 08/13/2025. The filing shows several sales of American Depositary Shares under a Rule 10b5-1 plan adopted May 14, 2025, including disposals at weighted-average prices of $300 and $301.00 per ADS and a separate sale at $300.1858. The report also records acquisitions of ADS at prices of $194.47 and $159.03 and net changes in ordinary shares reflecting ADS conversions (1 ADS = 13 ordinary shares). Two option grants (or holdings) remain outstanding with exercise prices of $14.96 and $12.23 covering 56,953 and 50,037 ordinary shares respectively, and vesting schedules described in the filing.

Insights

Securities Analyst

TL;DR: Officer executed multiple ADS sales under a 10b5-1 plan while holding substantial exercisable options and some ADS purchases at lower prices.

The filing documents routine insider activity by an executive who is also a director. Material elements include multiple sales of American Depositary Shares executed pursuant to a Rule 10b5-1 plan adopted May 14, 2025, with weighted-average sale prices reported near $300 per ADS and one set near $301.00. The report also shows acquisitions of ADS at materially lower prices ($194.47 and $159.03), and outstanding stock option positions exercisable into 56,953 and 50,037 ordinary shares with exercise prices of $14.96 and $12.23 and multi-year vesting schedules. For investors, the filing documents changes in beneficial ownership and option exposure but contains no operational or financial results.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting; 10b5-1 plan sales are explicitly noted and vesting/accelerated vesting terms are provided.

The Form 4 clearly indicates the sales were effected under a documented Rule 10b5-1 trading plan (adopted May 14, 2025), which supports an affirmative defense for the reported sales. The filing includes explicit vesting schedules for two option grants and notes accelerated vesting upon certain termination events. Signatures and required explanatory footnotes (including weighted-average price disclosures and ADS-to-ordinary share conversion ratio of 1:13) are present. This is a governance-compliant disclosure of insider transactions rather than a corporate-change 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
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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^*

Lee Chan Henry

(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)
	SVP, General Counsel

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								252,018	D
American Depositary Shares(1)	08/13/2025		S(2)		1,112	D	$300	0	D
American Depositary Shares(1)	08/13/2025		M		4,381	A	$194.47	4,381	D
American Depositary Shares(1)	08/13/2025		M		3,849	A	$159.03	8,230	D
American Depositary Shares(1)	08/13/2025		S(2)		6,052	D	$300.1858(3)	2,178	D
American Depositary Shares(1)	08/13/2025		S(2)		3,849	D	$301.001(4)	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)	$14.96(5)	08/13/2025		M			56,953	(6)	08/04/2032	Ordinary Shares	56,953	$0	131,976	D
Share Option (Right to Buy)	$12.23(5)	08/13/2025		M			50,037	(7)	06/04/2034	Ordinary Shares	50,037	$0	134,758	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 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 $300.98, 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.

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 $301.03, 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 number of securities underlying each option and the exercise price therefore are represented in ordinary shares.

6. These securities vest over a four-year period as follows: 25% on July 29, 2023 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.

7. These securities vest over a four-year period as follows: 25% on the first anniversary of June 5, 2024 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities 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.
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FAQ

What transactions did Henry Lee report on Form 4 for ONC?

He reported multiple sales and acquisitions of American Depositary Shares on 08/13/2025, plus holdings of stock options exercisable into ordinary shares.

Were the ADS sales part of a Rule 10b5-1 plan for ONC insider Henry Lee?

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

What prices were reported for the ADS sales in the Form 4?

Weighted-average sale prices reported include approximately $300.00, $300.1858, and $301.001 per ADS; the filer discloses ranges underlying the weighted averages.

How many ordinary shares do the reported options cover and at what exercise prices?

Options cover 56,953 ordinary shares at a $14.96 exercise price and 50,037 ordinary shares at a $12.23 exercise price, with vesting schedules described in the filing.

What is the ADS-to-ordinary-share conversion disclosed?

Each American Depositary Share represents 13 ordinary shares, as stated in the filing.