Vir Biotechnology Inc美股招股说明书(2026-02-26版)

17,647,059 Shares of Common Stock We are offering 17,647,059 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market (Nasdaq) under the symbol “VIR.” On February25, 2026, the lastreported sale price of our common stock on Nasdaq was $10.00per share. (1)See “Underwriting” for a description of the compensation payable to the underwriters. Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed under the heading “RISK FACTORS” beginning on pageS-10 of this prospectus supplement, and in the documentsincorporated by reference into this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. We have granted the underwriters an option for a period of 30 days to purchase up to 2,647,058 additional shares of common stockat the public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York, on or about February27, 2026. GoldmanSachs&Co.LLC Barclays EvercoreISI TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSS-10USE OF PROCEEDSS-15MARKET AND INDUSTRY DATAS-16DIVIDEND POLICYS-17DILUTIONS-18MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR COMMONSTOCKS-20UNDERWRITINGS-25LEGAL MATTERSS-32EXPERTSS-32WHERE YOU CAN FIND MORE INFORMATIONS-32INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-32 Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSVIR BIOTECHNOLOGY, INC.USE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF CAPITAL STOCK DESCRIPTION OF WARRANTS FORMS OF SECURITIES PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other thanthose contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writingprospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take responsibility for, andcan provide no assurance as to the reliability of, any other information that others may give you. This prospectus supplement is an offer tosell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The distribution of thisprospectus supplement and the accompanying base prospectus and the offering of the common stock in certain jurisdictions may berestricted by law. The information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus orin any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of ourcommon stock. Our business, financial condition, results of operations and prospects may have changed since that date. You should readthis prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein, and anyfree writing prospectus that we authorize for use in connection with this offering, in their entirety before making an investment decision. For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus we may provide toyou in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You arerequired to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectussupplement, the accompanying prospectus and any such free writing prospectus outside the United States. Unless the context otherwise requires, the terms “Vir Biotechnology,” “Vir Bio,” “the Company,” “we,” “us,” “our” and similarreferences in this prospectus supplement and the accompanying prospectus refer to Vir Biotechnology, Inc. and its consolidatedsubsidiaries. ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofshares of our common stock and also adds to and updates information contained in the accompanying base prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying base prospectus. The second part, theaccompanying base pros