Vir Biotechnology (VIR) CFO executes automatic 10b5-1 share sale for taxes

Rhea-AI Filing Summary

Vir Biotechnology EVP & CFO Jason O'Byrne reported an automatic sale of 1,634 shares of common stock in an open-market transaction on February 24, 2026 at an average price of $9.5326 per share. According to the disclosure, this was a mandatory sale under a Rule 10b5-1 plan to cover the company’s tax withholding obligations tied to the vesting of restricted stock units, and not a discretionary trade by O'Byrne. After this tax-related sale, he beneficially owned 162,615 shares of Vir Biotechnology common stock.

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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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).

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^*

O'Byrne Jason

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		S(1)		1,634	D	$9.5326	162,615	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. 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 restricted stock units. The sale does not represent a discretionary trade by the Reporting Person.

Remarks:

	/s/ Vanina de Verneuil, Attorney-In-Fact	02/26/2026
	** 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 transaction did Vir Biotechnology (VIR) report for Jason O'Byrne?

Vir Biotechnology reported that EVP & CFO Jason O'Byrne automatically sold 1,634 shares of common stock. The sale occurred under a Rule 10b5-1 plan to satisfy tax withholding obligations from restricted stock unit vesting, rather than as a discretionary trade.

Was Jason O'Byrne’s Vir Biotechnology (VIR) share sale a discretionary trade?

No, the filing states the sale was automatic and mandatory under a Rule 10b5-1 arrangement. It was executed solely to satisfy Vir Biotechnology’s tax withholding obligations related to the vesting of restricted stock units, not as a voluntary trading decision.

How many Vir Biotechnology (VIR) shares did Jason O'Byrne sell and at what price?

Jason O'Byrne sold 1,634 shares of Vir Biotechnology common stock at an average price of $9.5326 per share. This transaction was made under a Rule 10b5-1 plan to cover tax withholding stemming from restricted stock unit vesting.

How many Vir Biotechnology (VIR) shares does Jason O'Byrne own after the transaction?

Following the automatic tax-related sale, Jason O'Byrne beneficially owns 162,615 shares of Vir Biotechnology common stock. This remaining stake reflects his holdings after 1,634 shares were sold to satisfy tax withholding obligations tied to restricted stock unit vesting.

What is the purpose of the Rule 10b5-1 sale disclosed by Vir Biotechnology (VIR)?

The Rule 10b5-1 sale was executed to satisfy Vir Biotechnology’s tax withholding obligations when Jason O'Byrne’s restricted stock units vested. The filing clarifies the sale was automatic and mandatory, meaning it was not a discretionary investment decision by the executive.