Vir Biotechnology (VIR) CEO granted options, RSUs and sells 19K shares

Rhea-AI Filing Summary

Vir Biotechnology, Inc. director and CEO Marianne De Backer reported both equity awards and a small share sale. On February 22, 2026, she received 570,000 stock options and 285,000 restricted stock units under the company’s equity plan, with options vesting 25% on February 22, 2027 and the rest in 36 monthly installments.

On February 23, 2026, 19,039 common shares were sold at $7.4528 per share in an automatic sale under a Rule 10b5-1 arrangement to cover tax withholding from RSU vesting, described as not a discretionary trade. After these transactions, she directly owned 1,035,466 common shares and indirectly held 53,118 shares via the Ureel-De Backer Family Trust.

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 Backer Marianne

(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)

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

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)		285,000	A	$0	1,054,505	D
Common Stock	02/23/2026		S(2)		19,039	D	$7.4528	1,035,466	D
Common Stock								53,118	I	See Footnote(3)

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		570,000		(4)	02/21/2036	Common Stock	570,000	$0	570,000	D

Explanation of Responses:

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

2. 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.

3. The shares are held in the name of the Ureel-De Backer Family Trust, of which the Reporting Person and her spouse are Trustees.

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/ Vanina de Verneuil, 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).
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.

FAQ

What insider transactions did Vir Biotechnology (VIR) report for Marianne De Backer?

Vir Biotechnology reported that CEO Marianne De Backer received stock option and RSU awards and had an automatic sale of 19,039 shares. The sale was to cover tax withholding from RSU vesting and was not considered a discretionary trade by her.

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

Marianne De Backer reported the sale of 19,039 Vir Biotechnology common shares at $7.4528 per share. The transaction occurred under a Rule 10b5-1 arrangement and was used to satisfy tax withholding obligations tied to restricted stock unit vesting.

What equity awards did the Vir Biotechnology (VIR) CEO receive in this Form 4 filing?

The CEO received 570,000 stock options and 285,000 restricted stock units in Vir Biotechnology common stock. These awards were granted under the company’s equity incentive plan and represent non-cash compensation rather than open-market share purchases by the executive.

What is the vesting schedule for the Vir Biotechnology (VIR) CEO’s new stock options?

For the CEO’s 570,000 stock options, 25% will vest and become exercisable on February 22, 2027. The remaining options will vest in 36 equal monthly installments after that date, creating a multi-year incentive structure tied to continued service.

How many Vir Biotechnology (VIR) shares does the CEO own after these transactions?

After the reported transactions, Marianne De Backer held 1,035,466 Vir Biotechnology common shares directly. She also had an indirect holding of 53,118 shares through the Ureel-De Backer Family Trust, where she and her spouse serve as trustees for the trust’s assets.

Was the Vir Biotechnology (VIR) CEO’s stock sale a discretionary decision?

The 19,039-share sale was not a discretionary decision by the CEO. It was described as an automatic and mandatory sale under a Rule 10b5-1 plan, executed solely to cover tax withholding obligations related to the vesting of previously granted restricted stock units.