STOCK TITAN

BeOne Medicines (ONC) CEO discloses mandatory tax withholding ADS sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

BeOne Medicines Ltd. director and CEO John Oyler reported transactions involving American Depositary Shares (ADSs) tied to his equity compensation. On June 23, 2026, entities associated with him disposed of a total of 3,410 ADSs in open-market sales at weighted average prices between $272.655 and $275.21.

Each ADS represents 13 Ordinary Shares. Footnotes state these sales were effected under a mandatory tax withholding provision in his restricted share unit award agreement upon vesting, rather than as discretionary sales. Following these transactions, Oyler holds 5,605,310 Ordinary Shares directly and additional Ordinary Shares indirectly through various trusts and an LLC, while he disclaims beneficial ownership of certain trust-held securities.

Positive

  • None.

Negative

  • None.
Insider OYLER JOHN
Role Chief Executive Officer
Sold 3,410 shs ($934K)
Type Security Shares Price Value
Sale American Depositary Shares 1,800 $273.3049 $492K
Sale American Depositary Shares 1,290 $274.1186 $354K
Sale American Depositary Shares 320 $275.095 $88K
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: American Depositary Shares — 1,610 shares (Direct, null); Ordinary Shares — 5,605,310 shares (Direct, null); Ordinary Shares — 481,533 shares (Indirect, See Footnote)
Footnotes (1)
  1. These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership. These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. These securities are held by Oyler Investment LLC, of which 99% of the limited liability company interests owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account. These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's child, for which the Reporting Person disclaims beneficial ownership. Each American Depositary Share represents 13 Ordinary Shares. 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 June 22, 2022, subject to continued service. Unvested securities are subject to accelerated vesting upon change of control or certain termination events. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.655 to $273.62, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $273.74 to $274.68, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.93 to $275.21, 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.
ADSs sold 3,410 ADSs Open-market sales on June 23, 2026 for tax withholding
ADS sale tranche 1 1,800 ADSs at $273.3049 Weighted average sale price on June 23, 2026
ADS sale tranche 2 1,290 ADSs at $274.1186 Weighted average sale price on June 23, 2026
ADS sale tranche 3 320 ADSs at $275.0950 Weighted average sale price on June 23, 2026
Direct Ordinary Shares 5,605,310 shares Ordinary Shares held directly following transactions
ADS to Ordinary ratio 1 ADS = 13 Ordinary Shares Equivalence disclosed in footnote
American Depositary Shares financial
"Each American Depositary Share represents 13 Ordinary Shares."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
grantor retained annuity trust financial
"These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee..."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Roth IRA PENSCO trust account financial
"These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account."
restricted share unit award financial
"The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement..."
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
OYLER JOHN

(Last)(First)(Middle)
C/O BEONE MEDICINES I GMBH
AESCHENGRABEN 27, 21ST FLOOR

(Street)
BASEL4051

(City)(State)(Zip)

SWITZERLAND

(Country)
2. Issuer Name and Ticker or Trading Symbol
BeOne Medicines Ltd. [ ONC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares5,605,310D
Ordinary Shares481,533ISee Footnote(1)
Ordinary Shares7,699,158ISee Footnote(2)
Ordinary Shares28,204,115ISee Footnote(3)
Ordinary Shares9,545,000ISee Footnote(4)
Ordinary Shares102,188ISee Footnote(5)
American Depositary Shares(6)06/23/2026S(7)1,800D$273.3049(8)1,610D
American Depositary Shares(6)06/23/2026S(7)1,290D$274.1186(9)320D
American Depositary Shares(6)06/23/2026S(7)320D$275.095(10)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership.
2. These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
3. These securities are held by Oyler Investment LLC, of which 99% of the limited liability company interests owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
4. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
5. These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's child, for which the Reporting Person disclaims beneficial ownership.
6. Each American Depositary Share represents 13 Ordinary Shares.
7. 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 June 22, 2022, subject to continued service. Unvested securities are subject to accelerated vesting upon change of control or certain termination events.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $272.655 to $273.62, 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 $273.74 to $274.68, 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.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $274.93 to $275.21, 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.
Remarks:
/s/ Qing Nian, as Attorney-in-Fact06/25/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did BeOne Medicines (ONC) CEO John Oyler report in this Form 4?

John Oyler reported mandatory tax-related dispositions of 3,410 American Depositary Shares on June 23, 2026. These ADS sales were linked to vesting of a restricted share unit award and executed as open-market transactions at weighted average prices around $273–$275 per ADS.

How many BeOne Medicines (ONC) ADSs did John Oyler dispose of and at what prices?

Entities associated with John Oyler disposed of 3,410 American Depositary Shares in three tranches: 1,800 ADSs at $273.3049, 1,290 ADSs at $274.1186, and 320 ADSs at $275.0950. Footnotes explain each reported price is a weighted average over specified intraday ranges.

Were John Oyler’s BeOne Medicines (ONC) ADS transactions discretionary sales?

The filing indicates the ADS sales resulted from a mandatory tax withholding provision in Oyler’s restricted share unit award agreement. Shares were sold automatically to cover taxes upon vesting, so they do not represent discretionary portfolio decisions or a change in his investment view.

What BeOne Medicines (ONC) equity does John Oyler hold after these transactions?

After the reported transactions, John Oyler holds 5,605,310 Ordinary Shares directly. Additional Ordinary Shares are held indirectly through trusts, an investment LLC, and a Roth IRA account, and he disclaims beneficial ownership of certain trust-held positions according to the filing’s footnotes.

What do the BeOne Medicines (ONC) Form 4 footnotes say about ownership of certain shares?

Footnotes explain that large blocks of Ordinary Shares are held by entities such as the P&O Trust, a grantor retained annuity trust, Oyler Investment LLC, and The John Oyler Legacy Trust. For several of these entities, Oyler expressly disclaims beneficial ownership of their securities.