VIR

vir-20260219FALSE000170643100017064312026-02-192026-02-190001706431exch:XNAS2026-02-192026-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2026

Vir Biotechnology, Inc. (Exact name of Registrant as Specified in Its Charter)

Delaware001-3908381-2730369 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1800 Owens Street, Suite 900

San Francisco, California 94158 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 906-4324 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, $0.0001 par valueVIRNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement. On February 19, 2026, Vir Biotechnology, Inc. (Vir Bio) and Astellas US LLC (together with its subsidiaries and affiliates (including its indirect parent, Astellas Pharma Inc.), Astellas) entered into a Collaboration and License Agreement (the Agreement). Upon closing of the transaction contemplated by the Agreement (the Closing and the Transaction, respectively), Vir Bio and Astellas will enter into a global strategic collaboration to co-develop and co-commercialize VIR-5500, Vir Bio’s PRO-XTEN® dual-masked T-cell engager (TCE) targeting PSMA (prostate-specific membrane antigen), for the treatment of prostate cancer that is currently in Phase 1 development, through a sharing of expenses and revenues. Vir Bio has agreed to grant to Astellas, subject to certain intellectual property rights of Sanofi S.A. (Sanofi), an exclusive license to develop, manufacture, commercialize and otherwise exploit VIR-5500 and certain related derivative compounds throughout the world for therapeutic, prophylactic, palliative and diagnostic uses. Under the terms of the Agreement, Vir Bio will receive $335 million in upfront and near-term milestone payments, including $240 million in cash and a $75 million equity investment pursuant to a separate Stock Purchase Agreement (the SPA, described further below), and an additional $20 million near-term milestone payment upon completion of manufacturing process technology transfer, anticipated in the second quarter or third quarter of 2027. Vir Bio will also be eligible to receive up to $1.37 billion in future development, regulatory and sales milestones, along with tiered, double-digit royalties on ex-U.S. net sales. Global clinical development costs will be shared 40% by Vir Bio and 60% by Astellas, while costs of U.S.-specific studies will be shared equally, and Astellas will be solely responsible for costs of ex-U.S.-specific studies. In the U.S., Vir Bio will have the option to co-promote VIR-5500 and will share profits and losses from future sales of VIR-5500 equally with Astellas, should VIR-5500 receive regulatory approval. Outside of the U.S., Astellas will obtain exclusive rights to commercialize VIR-5500 and be responsible for all commercialization costs. In addition, Vir Bio has the option to opt out of development cost sharing responsibilities and U.S. profit sharing, in which case Vir Bio would be eligible to receive up to $1.37 billion (or $1.60 billion if Vir Bio has met a pre-defined limited funding threshold at the time of the opt-out) in additional future development, regulatory and sales milestones, along with tiered, double-digit royalties on global net sales. The Closing is subjec

vir-20260112FALSE000170643100017064312026-01-122026-01-120001706431exch:XNAS2026-01-122026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2026

Vir Biotechnology, Inc. (Exact name of Registrant as Specified in Its Charter)

Delaware001-3908381-2730369 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1800 Owens Street, Suite 900

San Francisco, California 94158

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 906-4324 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, $0.0001 par valueVIRNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On January 12, 2026, Vir Biotechnology, Inc. (the Company) issued a press release that, among other things, provided its preliminary cash, cash equivalents and investments balance as of December 31, 2025, and delivered an update on its business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. These preliminary cash, cash equivalents and investments balance result is unaudited and subject to adjustment. The Company expects to report its fourth quarter and full-year 2025 financial results in late February 2026. The information contained in this Item 2.02, including the attached Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure. On January 14, 2026, the Company intends to present at the 44th Annual J.P. Morgan Healthcare Conference. The presentation will include the slides attached hereto as Exhibit 99.2 hereto and incorporated herein by reference. These slides will also be made available on the Company’s website at https://investors.vir.bio. As previously announced, the presentation will take place at 3:45 p.m. PT on January 14, 2026 in San Francisco, California. A live webcast of the presentation will be made available on the Company’s website at https://investors.vir.bio and will be archived there for 30 days. The information contained in this Item 7.01, including the attached Exhibit 99.2, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release of the Company, dated January 12, 2026

99.2Investor Presentation of the Company, dated January 14, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersig

vir-20251105FALSE000170643100017064312025-11-052025-11-050001706431exch:XNAS2025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025

Vir Biotechnology, Inc. (Exact name of Registrant as Specified in Its Charter)

Delaware001-3908381-2730369 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1800 Owens Street, Suite 900

San Francisco, California 94158

(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 906-4324 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common stock, $0.0001 par valueVIRNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On November 5, 2025, Vir Biotechnology, Inc. (the Company) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits. (d) Exhibits

Exhibit No.Description 99.1Press Release of the Company, dated November 5, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIR BIOTECHNOLOGY, INC.

Date:November 5, 2025 By:/s/ Jason O’Byrne Jason O’Byrne, MBA Executive Vice President and Chief Financial Officer