Vir Biotechnology (VIR) CMO receives stock grants and automatic tax sale

Rhea-AI Filing Summary

Vir Biotechnology EVP and Chief Medical Officer Mark Eisner reported a mix of stock grants and a small share sale. On February 22, 2026, he received 55,000 shares of common stock as a grant of restricted stock units and a stock option for 110,000 shares at an exercise price of $0.00. According to the terms, 25% of the option will vest on February 22, 2027, with the rest vesting in 36 equal monthly installments after that date. On February 23, 2026, 2,089 common shares were sold at an average price of $7.4528 per share under a Rule 10b5-1 arrangement to cover tax withholding on vesting RSUs, and this sale was described as automatic and mandatory rather than a discretionary trade. After these transactions, Eisner directly held 157,529 shares of common stock and the 110,000-share stock option.

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^*

Eisner Mark

(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 and Chief Medical 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)		55,000	A	$0	159,618	D
Common Stock	02/23/2026		S(2)		2,089	D	$7.4528	157,529	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		(3)	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. 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. 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) EVP Mark Eisner report?

Mark Eisner reported grants of 55,000 shares of common stock, a stock option for 110,000 shares, and the sale of 2,089 shares. The sale was tied to tax withholding related to restricted stock units, not a discretionary open-market decision.

Was Mark Eisners sale of Vir Biotechnology (VIR) shares a discretionary trade?

No, the 2,089-share sale was described as automatic and mandatory under a Rule 10b5-1 arrangement. It was executed solely to satisfy Vir Biotechnologys tax withholding obligations when Eisners restricted stock units vested.

What stock grants did Mark Eisner receive from Vir Biotechnology (VIR)?

Eisner received 55,000 shares of common stock through restricted stock units and a stock option covering 110,000 shares. These awards were granted under Vir Biotechnologys equity incentive plan as part of his executive compensation package.

How do Mark Eisners Vir Biotechnology (VIR) stock options vest?

For the 110,000-share stock option, 25% vests and becomes exercisable on February 22, 2027. The remaining shares then vest in 36 equal monthly installments, creating a four-year vesting schedule from the initial vesting date.

How many Vir Biotechnology (VIR) shares does Mark Eisner hold after these transactions?

After the reported transactions, Eisner directly held 157,529 shares of Vir Biotechnology common stock. He also held a stock option covering 110,000 additional shares, subject to the specified vesting schedule over time.

What is the purpose of the Rule 10b5-1 sale reported by Mark Eisner at Vir Biotechnology (VIR)?

The Rule 10b5-1 sale of 2,089 shares was executed to cover Vir Biotechnologys tax withholding obligations from vesting restricted stock units. The filing notes the sale did not represent a discretionary trade by Eisner.