Vir Biotechnology (VIR) CFO reports tax share sale and new grants

Rhea-AI Filing Summary

Vir Biotechnology EVP & CFO Jason O'Byrne reported a mix of automatic tax-related sales and new equity awards. A total of 2,089 shares of common stock were sold on an open-market basis at $7.4528 per share under a Rule 10b5-1 arrangement solely to cover tax withholding on vesting restricted stock units, and the sale was not a discretionary trade.

On the prior day, O'Byrne received 55,000 shares of common stock as a restricted stock unit grant under the company’s equity incentive plan, bringing his common stock holdings to 166,338 shares at that time. He also received a stock option for 110,000 shares, with 25% vesting on February 22, 2027 and 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

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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^*

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)
02/22/2026

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	166,338(2)	D
Common Stock	02/23/2026		S(3)		2,089	D	$7.4528	164,249	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 637 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/ 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).
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FAQ

What insider transactions did Vir Biotechnology (VIR) report for Jason O'Byrne?

Jason O'Byrne reported an automatic sale of 2,089 Vir Biotechnology common shares at $7.4528 per share to cover tax withholding, plus grants of 55,000 restricted stock units and a stock option for 110,000 shares under the company’s equity incentive plan.

Was the Vir Biotechnology (VIR) CFO’s share sale a discretionary trade?

No. The 2,089-share sale by Vir Biotechnology’s CFO was an automatic, mandatory transaction under a Rule 10b5-1 arrangement to satisfy tax withholding on vesting RSUs, and the filing specifies it does not represent a discretionary trade by the reporting person.

What new equity awards did Vir Biotechnology (VIR) grant to its CFO?

Vir Biotechnology granted its CFO 55,000 shares of common stock through restricted stock units and a stock option covering 110,000 shares. The grants were made under the company’s equity incentive plan as part of his compensation, according to the Form 4 disclosure.

How will the new Vir Biotechnology (VIR) stock option for the CFO vest?

The 110,000-share stock option for Vir Biotechnology’s CFO vests over time. Twenty-five percent of the option becomes exercisable on February 22, 2027, with the remaining shares vesting in 36 equal monthly installments after that initial vesting date.

How many Vir Biotechnology (VIR) shares did the CFO hold after these transactions?

After the reported tax-related sale of 2,089 shares, Vir Biotechnology’s CFO held 164,249 common shares directly. Earlier, following the 55,000-share restricted stock unit grant, his holdings stood at 166,338 shares, as reflected in the Form 4 transaction details.

What do the Vir Biotechnology (VIR) Form 4 footnotes reveal about these transactions?

Footnotes explain the RSUs were granted under the equity incentive plan, the sale was an automatic Rule 10b5-1 tax-withholding transaction, and the stock option vests 25% on February 22, 2027 with the rest vesting monthly over 36 months afterward.