Vir Biotechnology adds director, names new audit chair

Vir Biotechnology, Inc. announced that its Board of Directors increased in size from seven to eight members and appointed Timothy Coughlin, CPA, as a new Class III director effective June 9, 2026.

Accepted by SEC EDGAR 06/10/2026 - 04:27 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Vir Biotechnology, Inc. announced that its Board of Directors increased in size from seven to eight members and appointed Timothy Coughlin, CPA, as a new Class III director effective June 9, 2026. He will serve on the Board until the company’s 2028 annual meeting of stockholders.

Coughlin was also appointed as Chair of the Audit Committee, giving him a key oversight role in the company’s financial reporting. He was not selected pursuant to any arrangement with another person, and the company reports no related party transactions requiring disclosure.

As a non-employee director, Coughlin will receive standard cash and equity compensation under Vir’s non-employee director compensation policy. On his appointment date, he received stock option and restricted stock unit awards under the company’s 2019 Equity Incentive Plan, and he entered into Vir’s standard indemnity agreement for directors.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size: 8 members Director class term: Until 2028 annual meeting Appointment date: June 9, 2026 +1 more

4 metrics

Board size 8 members Increased from seven to eight on June 9, 2026

Director class term Until 2028 annual meeting Class III director term for Timothy Coughlin

Appointment date June 9, 2026 Effective date of Coughlin’s board and audit chair roles

Form reference Form S-1 Exhibit 10.1 Standard indemnity agreement previously filed

Key Terms

Class III director, Audit Committee, non-employee director, 2019 Equity Incentive Plan, +1 more

5 terms

Class III director financial

"serve on the Board as a Class III director until the Company’s 2028 annual meeting"

A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.

Audit Committee financial

"the appointment of Mr. Coughlin as Chair of the Audit Committee of the Board"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

non-employee director financial

"As a non-employee director, Mr. Coughlin will receive the standard cash and equity compensation"

2019 Equity Incentive Plan financial

"granted stock option and restricted stock unit awards under the Company’s 2019 Equity Incentive Plan"

indemnity agreement financial

"the Company has entered into its standard form of indemnity agreement with Mr. Coughlin"

FAQ

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

What board change did Vir Biotechnology (VIR) disclose in this 8-K?

Vir Biotechnology expanded its Board of Directors from seven to eight members and appointed Timothy Coughlin, CPA, as a Class III director, effective June 9, 2026, to serve until the company’s 2028 annual meeting of stockholders.

What role will Timothy Coughlin hold at Vir Biotechnology (VIR)?

Timothy Coughlin will serve as a Class III director and Chair of the Audit Committee. This places him in a lead role overseeing Vir Biotechnology’s financial reporting and audit processes as part of the Board’s governance structure.

How will Vir Biotechnology (VIR) compensate new director Timothy Coughlin?

As a non-employee director, Timothy Coughlin will receive Vir Biotechnology’s standard cash and equity compensation. On appointment, he was granted stock option and restricted stock unit awards under the 2019 Equity Incentive Plan, subject to the policy’s vesting and other terms.

Are there any related party transactions between Vir Biotechnology (VIR) and Timothy Coughlin?

Vir Biotechnology states there are no related party transactions with Timothy Coughlin that require disclosure under Item 404(a) of Regulation S-K. He was not selected as a director under any arrangement or understanding with any other person.

What indemnification protections does Vir Biotechnology (VIR) provide to Timothy Coughlin?

In addition to indemnification under its Bylaws, Vir Biotechnology entered into its standard form of indemnity agreement with Timothy Coughlin. This agreement is the same form previously filed as Exhibit 10.1 to the company’s Form S-1 registration statement.

What equity plan is referenced for Timothy Coughlin’s awards at Vir Biotechnology (VIR)?

Timothy Coughlin’s stock option and restricted stock unit awards were granted under Vir Biotechnology’s 2019 Equity Incentive Plan, pursuant to the automatic grant program described in the company’s non-employee director compensation policy.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

________________________________________

Vir Biotechnology, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________

Delaware			001-39083			81-2730369
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
1800 Owens Street, Suite 900
San Francisco, California						94158
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 906-4324

(Former Name or Former Address, if Changed Since Last Report)

________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value

VIR

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2026, the Board of Directors (the Board) of Vir Biotechnology, Inc. (the Company), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved an increase in the size of the Board from seven to eight members and the appointment of Timothy Coughlin, CPA, to fill the newly created vacancy and serve on the Board as a Class III director until the Company’s 2028 annual meeting of stockholders, as well as the appointment of Mr. Coughlin as Chair of the Audit Committee of the Board, in each case effective immediately. Mr. Coughlin was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person, and there are otherwise no related party transactions between the Company and Mr. Coughlin that are subject to disclosure under Item 404(a) of Regulation S-K.

As a non-employee director, Mr. Coughlin will receive the standard cash and equity compensation set forth in the Company’s non-employee director compensation policy and described under the caption “Director Compensation” in the Company’s 2026 Proxy Statement, filed with the Securities and Exchange Commission (SEC) on April 16, 2026. Pursuant to the automatic grant program under such policy, on his appointment date, Mr. Coughlin was granted stock option and restricted stock unit awards under the Company’s 2019 Equity Incentive Plan, each in the amounts set forth and subject to vesting and other terms as provided for in the policy.

In addition to the indemnification provided for directors in the Company’s Bylaws, the Company has entered into its standard form of indemnity agreement with Mr. Coughlin, a copy of which was previously filed as Exhibit 10.1 to the Company’s registration statement on Form S-1 (File No. 333-233604), filed with the SEC on September 3, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									VIR BIOTECHNOLOGY, INC.
Date:			June 10, 2026			By:			/s/ Marianne De Backer
									Marianne De Backer, M.Sc., Ph.D., MBA President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB