Vir Biotechnology (VIR) EVP gets large equity awards, tax-driven sale

Rhea-AI Filing Summary

Vir Biotechnology EVP and General Counsel Vanina de Verneuil reported a mix of stock sales and awards. On February 23, 2026, she completed an open-market sale of 4,445 shares of common stock at $7.4528 per share, described as an automatic, mandatory sale under a Rule 10b5-1 plan to cover tax withholding from vesting restricted stock units, rather than a discretionary trade. After this sale, she held 129,799 common shares directly.

On February 22, 2026, she acquired 55,000 shares of common stock through a grant of restricted stock units under the company’s equity incentive plan, and received a stock option for 110,000 shares. For the option, 25% of the shares will vest and become exercisable on February 22, 2027, with the remainder vesting in 36 equal monthly installments thereafter.

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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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^*

de Verneuil Vanina

(Last) (First) (Middle)

C/O VIR BIOTECHNOLOGY, INC.

1800 OWENS STREET, SUITE 900

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vir Biotechnology, Inc. [ VIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel, Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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
Common Stock	02/22/2026		A(1)		55,000	A	$0	134,244(2)	D
Common Stock	02/23/2026		S(3)		4,445	D	$7.4528	129,799	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
Stock Option (Right to Buy)	$7.56	02/22/2026		A		110,000		(4)	02/21/2036	Common Stock	110,000	$0	110,000	D

Explanation of Responses:

1. Acquisition of restricted stock units (RSUs) pursuant to the Issuer's Equity Incentive Plan.

2. Includes 1,034 shares of common stock acquired by the Reporting Person on November 28, 2025 pursuant to an employee stock purchase program.

3. Represents an automatic and mandatory sale of shares under a Rule 10b5-1 arrangement to satisfy the Issuer's tax withholding obligations in connection with the vesting of RSUs. The sale does not represent a discretionary trade by the Reporting Person.

4. 25% of the shares subject to the stock option will vest and become exercisable on February 22, 2027, and the remaining shares will vest in 36 equal monthly installments thereafter.

Remarks:

	/s/ Lorin Wagner, Attorney-In-Fact	02/24/2026
	** 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).
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FAQ

What insider transactions did Vir Biotechnology (VIR) report for Vanina de Verneuil?

Vir Biotechnology reported Vanina de Verneuil sold 4,445 common shares and received grants of 55,000 restricted stock units and a 110,000-share stock option. These actions reflect routine equity compensation and a tax-related sale under a Rule 10b5-1 plan.

How many Vir Biotechnology (VIR) shares did the EVP sell and at what price?

She sold 4,445 shares of Vir Biotechnology common stock at $7.4528 per share. The sale was automatic under a Rule 10b5-1 arrangement to satisfy tax withholding from vesting restricted stock units, not a discretionary open-market trade.

What new equity awards did the Vir Biotechnology (VIR) EVP receive?

She received 55,000 shares of common stock via restricted stock units and a stock option covering 110,000 shares. Both awards were granted under Vir Biotechnology’s equity incentive plan, expanding her potential future ownership stake in the company.

What is the vesting schedule for the 110,000-share Vir Biotechnology (VIR) stock option?

For the 110,000-share stock option, 25% of the shares vest and become exercisable on February 22, 2027. The remaining shares then vest in 36 equal monthly installments, creating a multi-year, time-based vesting structure.

How many Vir Biotechnology (VIR) shares does the EVP hold after these transactions?

After the reported transactions, she directly holds 129,799 shares of Vir Biotechnology common stock. This figure reflects her position following the automatic tax-withholding sale and the equity awards reported in the Form 4 filing.

Was the Vir Biotechnology (VIR) insider stock sale a discretionary trade?

No, the sale was not discretionary. It was an automatic and mandatory sale under a Rule 10b5-1 arrangement to cover Vir Biotechnology’s tax withholding obligations triggered by vesting restricted stock units, rather than a voluntary decision to sell shares.