Vir Biotechnology (VIR) officer logs automatic 1,530-share tax-withholding sale

Rhea-AI Filing Summary

Vir Biotechnology, Inc. executive Brent Sabatini, the SVP and Chief Accounting Officer, reported an automatic sale of 1,530 shares of common stock. The shares were sold in an open-market transaction at $7.79 per share to satisfy tax withholding obligations tied to vesting restricted stock units, under a Rule 10b5-1 arrangement.

The filing notes this was a mandatory, non-discretionary sale rather than a voluntary trade by Sabatini. After the transaction, he directly owned 47,872 shares of Vir Biotechnology common stock, reflecting his continuing equity stake in the company.

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

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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^*

Sabatini Brent

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		S(1)		1,530	D	$7.79	47,872(2)	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.

2. Includes 2,290 and 485 shares of common stock acquired by the Reporting Person on May 30, 2025 and November 28, 2025, respectively, pursuant to an employee stock purchase program.

Remarks:

	/s/ Vanina de Verneuil, Attorney-In-Fact	02/18/2026
	** 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 Brent Sabatini?

Vir Biotechnology reported that SVP and Chief Accounting Officer Brent Sabatini automatically sold 1,530 shares of common stock. The sale was executed under a Rule 10b5-1 arrangement to cover tax withholding from vesting restricted stock units, not as a discretionary trade.

At what price were Brent Sabatini’s Vir Biotechnology (VIR) shares sold?

The 1,530 Vir Biotechnology common shares tied to Brent Sabatini’s transaction were sold at $7.79 per share. This open-market sale was automatically executed to satisfy tax withholding obligations from restricted stock unit vesting, rather than a voluntary decision to reduce holdings.

How many Vir Biotechnology (VIR) shares does Brent Sabatini hold after the sale?

Following the automatic tax-related sale, Brent Sabatini directly holds 47,872 shares of Vir Biotechnology common stock. This remaining position reflects his ongoing equity ownership as SVP and Chief Accounting Officer, despite the mandatory sale to cover withholding taxes on vested restricted stock units.

Was Brent Sabatini’s Vir Biotechnology (VIR) share sale a discretionary trade?

No, the sale was not discretionary. The filing explains it was an automatic and mandatory transaction under a Rule 10b5-1 arrangement, executed solely to satisfy Vir Biotechnology’s tax withholding obligations from restricted stock unit vesting, rather than an active trading decision by Brent Sabatini.

What is the purpose of the Rule 10b5-1 arrangement mentioned in the Vir Biotechnology (VIR) filing?

The Rule 10b5-1 arrangement in this case governs automatic sales of shares to cover tax withholding when restricted stock units vest. For Vir Biotechnology SVP Brent Sabatini, it triggered the mandatory sale of 1,530 shares, ensuring required tax obligations were met without a discretionary trading decision.

Did Brent Sabatini previously acquire Vir Biotechnology (VIR) shares through an employee stock purchase program?

Yes. The filing notes that Brent Sabatini acquired 2,290 shares on May 30, 2025, and 485 shares on November 28, 2025, through an employee stock purchase program. These purchases increased his Vir Biotechnology common stock holdings before the later automatic tax-withholding sale.