BeOne Medicines director disposes ADS for tax

BeOne Medicines director Margaret Dugan disposed American Depositary Shares to satisfy tax withholding on vested restricted share units.

Rhea-AI Filing Summary

BeOne Medicines director Margaret Dugan disposed American Depositary Shares to satisfy tax withholding on vested restricted share units. She sold 212 American Depositary Shares at an average price of $309.6017 per ADS in an open-market transaction tied to a mandatory tax provision in her RSU award agreement.

Each American Depositary Share represents 13 Ordinary Shares. After these transactions, she holds 54,184 Ordinary Shares directly and no American Depositary Shares, indicating she retained a substantial equity position while covering tax obligations from the RSU vesting.

Insider Trade Summary

Net Seller: 212 shares

Net Sell 2 txns

Insider Dugan Margaret

Role Director

Sold 212 shs ($66K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares	212	$309.6017	$66K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: American Depositary Shares — 0 shares (Direct); Ordinary Shares — 54,184 shares (Direct)

Footnotes (2)

1. F1. Each American Depositary Share represents 13 Ordinary Shares.
2. F2. 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. The restricted share units shall become fully vested on the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.

Key Figures

ADS sold: 212 ADS Sale price per ADS: $309.6017 per ADS Ordinary shares per ADS: 13 Ordinary Shares per ADS +2 more

5 metrics

ADS sold 212 ADS Open-market sale on May 22, 2026

Sale price per ADS $309.6017 per ADS Average transaction price

Ordinary shares per ADS 13 Ordinary Shares per ADS ADS-to-Ordinary share ratio

Ordinary Shares held after transaction 54,184 Ordinary Shares Direct holdings after May 22, 2026

ADS held after transaction 0 ADS Post-transaction ADS balance

Key Terms

American Depositary Shares, mandatory tax withholding, restricted share unit, change in control

4 terms

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.

mandatory tax withholding financial

"The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement"

restricted share unit financial

"in connection with the vesting of a restricted share unit award previously granted to the Reporting Person"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

change in control financial

"Unvested securities are subject to accelerated vesting upon a change in control or certain termination events."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did BeOne Medicines (ONC) report for Margaret Dugan?

BeOne Medicines reported that director Margaret Dugan disposed 212 American Depositary Shares. The transaction was linked to mandatory tax withholding on vested restricted share units, rather than a discretionary sale to change her investment exposure.

How many BeOne Medicines American Depositary Shares did the director sell and at what price?

Margaret Dugan sold 212 American Depositary Shares at an average price of $309.6017 per ADS. The filing describes the sale as an open-market transaction connected to tax withholding under her restricted share unit award agreement.

How many BeOne Medicines shares does Margaret Dugan hold after this Form 4 filing?

After the reported transactions, Margaret Dugan directly holds 54,184 Ordinary Shares of BeOne Medicines. Her post-transaction balance in American Depositary Shares is zero, as all reported ADS were disposed in the tax-related transaction.

What is the relationship between BeOne Medicines American Depositary Shares and Ordinary Shares?

Each BeOne Medicines American Depositary Share represents 13 Ordinary Shares. This ratio means the 212 ADS involved in the transaction correspond to a significantly larger number of underlying Ordinary Shares, even though only the ADS are directly referenced in the sale.

Was the BeOne Medicines (ONC) director’s ADS sale discretionary or tax-related?

The sale was tax-related. The filing states it was effected under a mandatory tax withholding provision in Margaret Dugan’s restricted share unit agreement, triggered by vesting, rather than a discretionary decision to reduce her overall share exposure.

What are the vesting conditions for the director’s BeOne Medicines restricted share units?

The restricted share units vest fully on the earlier of the first anniversary of the grant date or the next annual general meeting. Vesting stops if the director leaves the board, unless the board decides otherwise, and can accelerate on a change in control or certain termination events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 05:26 PM Learn about SEC filing dates

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^*

Dugan Margaret

(Last) (First) (Middle)

C/O BEONE MEDICINES I GMBH

AESCHENGRABEN 27, 21ST FLOOR

(Street)

BASEL 4051

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares								54,184	D
American Depositary Shares(1)	05/22/2026		S(2)		212	D	$309.6017	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. The restricted share units shall become fully vested on the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the director resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)