BeOne Medicines (ONC) CEO gets major equity grants and sells ADSs for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
BeOne Medicines Ltd. Chief Executive Officer John Oyler reported a mix of equity awards and routine share sales related to tax withholding. He received 177,931 Ordinary Shares underlying restricted share units, scheduled to vest in four equal annual installments starting on June 11, 2026, with potential accelerated vesting upon a change of control or certain termination events.
Oyler also received a share option covering 344,669 Ordinary Shares at an exercise price of $20.8100 per share, vesting over four years on a similar schedule. The filing shows open‑market sales totaling 1,949 American Depositary Shares at weighted average prices around $256–$259; these were effected under a mandatory tax withholding provision tied to a previously granted restricted share unit award. Each American Depositary Share represents 13 Ordinary Shares. Several large blocks of Ordinary Shares are held indirectly through trusts, an LLC, and a Roth IRA account, and the filing states that Oyler disclaims beneficial ownership of multiple indirect holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,949 shares ($501,355)
Net Sell
11 txns
Insider
OYLER JOHN
Role
Chief Executive Officer
Sold
1,949 shs ($501K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Share Option (Right to Buy) | 344,669 | $0.00 | -- |
| Grant/Award | Ordinary Shares | 177,931 | $0.00 | -- |
| Sale | American Depositary Shares | 741 | $256.2282 | $190K |
| Sale | American Depositary Shares | 859 | $257.5915 | $221K |
| Sale | American Depositary Shares | 200 | $258.2792 | $52K |
| Sale | American Depositary Shares | 149 | $258.81 | $39K |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Share Option (Right to Buy) — 344,669 shares (Direct, null);
Ordinary Shares — 5,697,649 shares (Direct, null);
American Depositary Shares — 1,208 shares (Direct, null);
Ordinary Shares — 481,533 shares (Indirect, See Footnote)
Footnotes (1)
- Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 11, 2026, subject to continued service. Unvested securities are subject to accelerated vesting upon a change of control or certain termination events. 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 the limited liability company interest 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 minor 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 10, 2025, 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 $256.04 to $257.00, 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 $257.105 to $257.78, 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 $258.1269 to $258.3723, 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 number of securities underlying each option and the exercise price therefor are represented in ordinary shares. These securities vest over a four-year period as follows: 25% on the first anniversary of June 11, 2026 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon a change of control or certain termination events.
Key Figures
ADS sold: 1,949 American Depositary Shares
ADS sale prices: $256.04–$258.81 per ADS
RSU grant size: 177,931 Ordinary Shares
+4 more
7 metrics
ADS sold
1,949 American Depositary Shares
Open-market sales on June 11, 2026 for tax withholding
ADS sale prices
$256.04–$258.81 per ADS
Weighted average price ranges across reported sale tranches
RSU grant size
177,931 Ordinary Shares
Restricted share unit award to CEO John Oyler
Option grant size
344,669 Ordinary Shares
New share option award reported as derivative security
Option exercise price
$20.8100 per share
Exercise price for 344,669-share option grant
Direct Ordinary Shares after RSU grant
5,697,649 Ordinary Shares
Total direct Ordinary Share holdings following RSU award
ADS-to-share ratio
1 ADS = 13 Ordinary Shares
Stated relationship between ADSs and Ordinary Shares
Key Terms
restricted share units, grantor retained annuity trust, American Depositary Shares, Roth IRA, +2 more
6 terms
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 financial
"These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account."
A Roth IRA is a retirement savings account you fund with money that’s already been taxed, and withdrawals taken in retirement under the account rules are tax-free. It matters to investors because it shifts the tax bill to today instead of retirement, potentially increasing after-tax income later—think of it like paying for a lifetime subscription now so you can use it without extra charges in the future—helpful for long-term tax planning and flexibility.
weighted average price financial
"The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions"
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.
change of control financial
"Unvested securities are subject to accelerated vesting upon a change of control or certain termination events."
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
FAQ
What did BeOne Medicines (ONC) CEO John Oyler report in this Form 4?
John Oyler reported new equity awards and related share sales. He received 177,931 Ordinary Shares via restricted share units and a 344,669-share option grant, and reported 1,949 American Depositary Shares sold to satisfy mandatory tax withholding obligations tied to prior restricted share unit vesting.
What stock options did BeOne Medicines (ONC) grant to John Oyler?
John Oyler received a share option covering 344,669 Ordinary Shares at an exercise price of $20.8100 per share. The option vests 25% on the first anniversary of June 11, 2026, with the remaining portion vesting in 36 equal monthly installments, subject to continued service.
How are John Oyler’s indirect BeOne Medicines (ONC) holdings structured?
Indirect holdings are reported through several entities, including the P&O Trust, a grantor retained annuity trust, Oyler Investment LLC, and The John Oyler Legacy Trust, plus a Roth IRA account. The filing notes Oyler disclaims beneficial ownership of multiple trust and LLC-held positions, clarifying economic attribution.