BeOne Medicines Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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BEONE MEDICINES LTD.​

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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We recently shared our Fiscal Year 2025 financial results, demonstrating tremendous progress during a year of inflection for the Company. For the first time, in 2025 we achieved GAAP profitability and generated meaningful cash flow through strong topline revenue growth and continued financial discipline.

In 2025, we completed our redomiciliation to Switzerland, cementing our place in one of the industry’s leading hubs of innovation and talent, as well as our rebranding to BeOne Medicines, reflecting our established global footprint and commitment to patients.

Most importantly, more than two million patients have now been treated with our medicines, reflecting our continued dedication to reach more patients with cancer around the world. Our team of nearly 12,000 colleagues across six continents is united in our work to drive discovery, development, and delivery of our innovative cancer medicines.

We’re building a leading franchise in CLL with potentially best-in-class therapies across three foundational mechanisms of action.

BRUKINSA® (zanubrutinib), our foundational best-in-class BTK inhibitor that is now approved in more than 75 markets, rapidly emerged as the global revenue leader in the class with $3.9 billion in global revenues in 2025, an increase of 49% from the prior year. This important therapy has the broadest label in the class globally and continues to achieve new regulatory approvals with our global commercial teams continuing to expand commercial access to important markets around the world.

BRUKINSA remains the gold-standard frontline treatment option for CLL and is the only BTKi to demonstrate superior progression-free survival (PFS) and a favorable cardiac safety profile versus ibrutinib, based on results from the Phase 3 ALPINE study, in relapsed or refractory CLL. This important therapy has also demonstrated unparalleled six-year efficacy and safety results in relapsed or refractory CLL, which we shared at the American Society of Hematology Annual Meeting in December 2025.

Meanwhile, we are advancing two foundational, late-stage investigational therapies — our BCL2 inhibitor sonrotoclax and BTK CDAC BGB-16673 — that we believe will further cement our leadership in the treatment of CLL, either as monotherapy or in combination.

Sonrotoclax, a potentially best-in-class therapy, achieved its first global regulatory approval in late 2025, and we anticipate U.S. FDA regulatory action on a New Drug Application for the treatment of relapsed or refractory mantle cell lymphoma in the first half of 2026. In 2025, we fully enrolled the Phase 3 CELESTIAL-TNCLL study investigating BRUKINSA and sonrotoclax (ZS) versus venetoclax plus obinutuzumab as a fixed-duration regimen for the treatment of treatment-naïve (TN) CLL, and early this year we initiated a global Phase 3 head-to-head study of ZS versus acalabrutinib plus venetoclax in TN CLL.

For BGB-16673, a potentially best-in-class and first-in-class targeted BTK degrader, we anticipate a potential accelerated approval opportunity as a continuous-use monotherapy in 2027 based on Phase 2 study results, with three additional Phase 3 studies underway.

We view sonrotoclax and BGB-16673 as market expanding opportunities in the $12 billion and growing global CLL market with further opportunity in the treatment of additional B-cell malignancies, and we look forward to continuing to develop these promising therapies in 2026.

Our deep and diverse clinical pipeline will fuel our next phase of growth, enhanced by our differentiated clinical development superhighway.

With multiple clinical-stage therapies reaching initial data readouts or proof-of-concept in 2026, this year marks the beginning of a new era for BeOne’s deep and diverse pipeline. With our globally scaled R&D and competitively differentiated global R&D organization, we are uniquely able to deliver a continuous stream of innovation in the years ahead.

Complementing BRUKINSA and our anti-PD-1 antibody TEVIMBRA® (tislelizumab) for the treatment of various solid tumors, our clinical pipeline is built to deepen our leadership in CLL with sonrotoclax and BTK CDAC, expand our reach into additional hematologic malignancies, such as indolent and aggressive lymphomas and acute myeloid leukemia, establish our leadership in multiple strategically chosen solid tumor subtypes, and pursue opportunistic therapeutic areas in immunology.

We anticipate updates from five key solid tumor programs in 2026, all of which could initiate registration-enabling studies, including our investigational CDK4 inhibitor, B7-H4 antibody-drug conjugate (ADC), GPC3-41BB bispecific antibody, PRMT5 inhibitor, and CEA ADC.

Our expansive pipeline is fueled by our global development superhighway, which is designed to deliver industry-leading speed, quality, and reliability. This fully verticalized in-house model is a unique strategic advantage, with integrated AI and automation leading to significantly more impactful. We’ve already been able to reduce the time it takes to develop clinical trial protocols, make proof-of-concept decisions faster, and improve efficiencies in clinical trial site monitoring. Based on the success we’ve seen to date, we are expanding the use of AI to optimize clinical trial design and accelerate recruitment.

With a strong balance sheet and cash flow generation, we’re capitalized for growth.

In 2025, we achieved GAAP profitability for the first time, generated meaningful cash flow, and further strengthened our balance sheet to enable our global growth trajectory.

We continue to experience strong topline revenue growth in the U.S., Europe, China and other rest of world markets, many of which are in the early stages of launch. Meanwhile, we continue to pursue opportunistic business development to augment our pipeline. With significant cash flow and a strong balance sheet, we are well positioned to further execute on deals that are additive to our business and help accelerate access to innovation for patients.

2025 was a transformational year which produced remarkable results. We passed a major inflection point in our growth and see an even brighter future ahead. Our ever-present commitment to patients drives innovation, and our integrated in-house capabilities around the world provide a strong foundation for sustainable, profitable growth in the years to come. I want to thank our patients and their families, clinicians, scientists, and investors for their continued support of our purpose and our combined commitment to patients.

Together, we are how the world stops cancer.

Regards,

Co-Founder, Chairman and CEO c/o BeOne Medicines I GmbH

Aeschengraben 27 • 4051 Basel • Switzerland

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Notice of 2026 Annual General Meeting of Shareholders

This Proxy Statement is being made available to shareholders on or about April 28, 2026.

Important notice regarding the availability of proxy materials

for the shareholder meeting to be held on June 11, 2026

In connection with our 2026 Annual General Meeting of Shareholders (the “Annual Meeting”), we intend to use the Internet as the primary means of providing our proxy materials to holders of our ordinary shares registered on our Swiss register, holders of our ordinary shares listed on the HKEx, and holders of our ADSs. Holders of our ordinary shares traded in Renminbi listed on the STAR Market will receive printed copies of the proxy materials and our annual report to shareholders (which includes the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”)) in the mail, which will be mailed as soon as practicable after May 22, 2026.

We intend to mail holders of our ordinary shares registered on our Swiss register and holders of our ordinary shares listed on the HKEx a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) with instructions for accessing the proxy materials on or about April 28, 2026. The Notice of Internet Availability to holders of our ordinary shares will also provide, among other information, (i) the date, time, and location of the Annual Meeting, (ii) the matters to be acted upon at the Annual Meeting, (iii) the Board of Directors’ recommendation with regard to each matter, (iv) the website at https://​ir.beonemedicines.com/filings-financials/shareholder-meeting-materials, on which the proxy statement, form of proxy and our annual report to shareholders (which includes our Annual Report) will be made available, and (v) a toll-free number and an e-mail address through which the holders of ordinary shares can request a paper or e-mail copy of our proxy statement, form of proxy and Annual Report if desired.

Holders of our ADSs listed on the Nasdaq Global Select Market will receive the Notice of Internet Availability through our ADS depositary bank, Citibank, N.A. (the “Depositary”), with instructions for accessing the proxy statement, ADS voting instruction card and the Annual Report online and for requesting a paper or e-mail copy of our proxy statement, ADS voting instruction card and Annual Report if desired. The Notice of Internet Availability for ADS holders will be mailed on or about April 28, 2026.

As a result, holders of the ordinary shares registered on our Swiss register, holders of our ordinary shares listed on the HKEx, and holders of our ADSs will not receive paper copies of our proxy materials or the Annual Report, unless delivery of paper copies of proxy materials and the Annual Report to any such holder is (i) required by local laws or applicable rules of the relevant stock exchange or (ii) timely requested by any such holder in accordance with the procedures and methods as set forth in the Notice of Internet Availability.

Further information about how to attend and participate in the Annual Meeting in person, vote your shares before or during the Annual Meeting and to submit your questions before and during the Annual Meeting is included in the accompanying Proxy Statement.

The accompanying Proxy Statement and the Annual Report will also be available, free of charge, to the public at www.beonemedicines.com under “Investors — Nasdaq Investors — Filings & Financials — Financial Document Library”, on the U.S. Securities and Exchange Commission website (www.sec.gov), on the Hong Kong Exchanges and Clearing Limited website (www.hkexnews.hk) and on the Shanghai Stock Exchange (the “SSE”) website (www.sse.com.cn) by the end of April 2026. The form of proxy for use at the Annual Meeting is also enclosed. Such form of proxy is also published on the websites of the Company (www.beonemedicines.com), the U.S. Securities and Exchange Commission (www.sec.gov), and Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk). A form of proxy to be used by holders of the Company’s ordinary shares listed on the STAR Market and traded in RMB (the “RMB shares”) will be published on the SSE website (www.sse.com.cn).

By Order of the Board of Directors,

Senior Vice President, General Counsel and Corporate Secretary

April 28, 2026

Notice to holders of shares of BeOne Medicines Ltd.:

THIS PROXY STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of this Proxy Statement or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

Notice is hereby given that the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of BeOne Medicines Ltd. (the “Company”) will be held on June 11, 2026, at 3:30 p.m. local time, at the offices of Homburger AG, located at Prime Tower, Hardstrasse 201, CH-8005 Zürich, Switzerland.

The purpose of the meeting is to consider and vote on the following:

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to approve the audited Swiss statutory standalone financial statements and the audited Swiss statutory consolidated financial statements of the Company for fiscal year 2025;

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to approve the appropriation of the accumulated loss for fiscal year 2025;

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to discharge the members of the Board of Directors and the Executive Management Team from liability for activities during the applicable period under Swiss law;

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(b)

to re-elect Dr. Margaret Dugan to serve as a director for a term extending until completion of the 2027 annual general meeting;

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(c)

to re-elect Mr. Anthony C. Hooper to serve as a director for a term extending until completion of the 2027 annual general meeting;

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to re-elect Mr. John V. Oyler to serve as a director for a term extending until completion of the 2027 annual general meeting;

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to re-elect Dr. Alessandro Riva to serve as a director for a term extending until completion of the 2027 annual general meeting;

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(f)

to re-elect Ms. Shalini Sharp to serve as a director for a term extending until completion of the 2027 annual general meeting;

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(g)

to re-elect Dr. Xiaodong Wang to serve as a director for a term extending until completion of the 2027 annual general meeting;

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(h)

to elect Dr. Felix J. Baker to serve as a director for a term extending until completion of the 2027 annual general meeting;

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(i)

to elect Ms. Elizabeth F. Mooney to serve as a director for a term extending until completion of the 2027 annual general meeting;

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(j)

to elect Dr. Charles L. Sawyers to serve as a director for a term extending until completion of the 2027 annual general meeting;

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to re-elect Mr. John V. Oyler as Chairman of the Board of Directors for a term extending until completion of the 2027 annual general meeting;

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(b)

to elect Ms. Elizabeth F. Mooney to serve as a member of the Compensation Committee of the Board of Directors for a term extending until completion of the 2027 annual general meeting;

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to elect the law firm of Schweiger Advokatur/Notariat, Dammstrasse 19, 6300 Zug, Switzerland, as the Independent Voting Representative for a term extending until completion of the 2027 annual general meeting;

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to ratify the appointment of Ernst & Young LLP, Ernst & Young and Ernst & Young Hua Ming LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 and to re-elect Ernst & Young AG as the Company’s statutory auditor for the fiscal year ending December 31, 2026;

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to authorize the Board of Directors to fix the auditors’ compensation for the fiscal year ending December 31, 2026;

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to approve, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in this Proxy Statement, for the fiscal year ended December 31, 2025;

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to approve the maximum aggregate compensation of the Board of Directors under Swiss law for the applicable period;

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to approve the maximum aggregate compensation of the Executive Management Team under Swiss law for fiscal year 2027;

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to approve, on an advisory basis, the Swiss Statutory Compensation Report for the fiscal year ended December 31, 2025;

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to approve, on an advisory basis, the Swiss Statutory Non-Financial Matters Report for the fiscal year ended December 31, 2025;

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(b)

to approve the consultant sublimit set out in the Company’s amended and restated 2016 Share Option and Incentive Plan;

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to approve an amendment and restatement of the Company’s 2018 Employee Share Purchase Plan;

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to approve, within the parameters of the HK Listing Rules, the granting of a share issue mandate to the Board of Directors to issue, allot or deal with unissued ordinary shares and/or ADSs (including any sale or transfer of treasury shares out of treasury) not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as of the date of passing of such resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement;

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to approve, within the parameters of the HK Listing Rules, the granting of a share repurchase mandate to the Board of Directors to repurchase an amount of ordinary shares (excluding the RMB shares) and/or ADSs, not exceeding 10% of the total number of issued ordinary shares (excluding RMB shares and treasury shares) of the Company as of the date of passing of such resolution up to the next annual general meeting of shareholders of the Company, subject to the conditions described in this Proxy Statement;

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to authorize the Company and its underwriters, in their sole discretion, to allocate to Amgen Inc. (“Amgen”) up to a maximum amount of shares in order to maintain the same shareholding percentage of Amgen (based on the then-outstanding share capital of the Company) before and after the allocation of the corresponding securities issued pursuant to an offering conducted pursuant to the general mandate set forth above for a period of five years, which period will be subject to an extension on a rolling basis each year, conditional on the approval of the shareholders who are not Amgen, subject to the conditions described in this Proxy Statement; and​

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to approve the adjournment of the Annual Meeting by the chairman, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve any of the proposals described above.​

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Proposals 1 through 8 and 11 through 14 are being submitted for shareholder approval in accordance and compliance with provisions of Swiss law and the Company’s articles of association (the “Articles of Association”). Proposals 4, 5 and 6 are for the election of directors and relate to the election of directors, the re-election of the chairman of the Board of Directors and the election of the members of the Compensation Committee of the Board of Directors, each as nominated by the Board of Directors. Proposals 10, 15 and 16 are being submitted for shareholder approval pursuant to the rules of the U.S. Securities and Exchange Commission. Proposals 9 and 15 through 19 are being submitted for shareholder approval as required by the HKEx and/or in compliance with the HK Listing Rules.

The Board of Directors has fixed 12:00 p.m. Central European Summer Time on May 22, 2026 as the record date. Holders of record of our securities on the record date are entitled to attend and vote at the Annual Meeting and any adjournment or postponement. If you are registered as a shareholder in our share registers as of May 22, 2026, or if you hold our shares in “street name” as of such date, you may grant a proxy to vote on each of the proposals and any modification to any of the proposals or other matter on which voting is permissible under applicable law and which is properly presented at the meeting for consideration. Shareholders not registered in our share registers as of May 22, 2026, will not be entitled to vote or grant proxies to vote at the Annual Meeting even if they are in possession of the proxy materials. Under our Articles of Association, shareholders of record may also grant proxies to a third party, who need not be a shareholder.

If you are a shareholder of record of the ordinary shares, you may vote in person at the Annual Meeting, electronically or by completing a proxy card and submitting it electronically, by mail or by hand. If you are a beneficial owner, you may vote electronically pursuant to the instructions of your broker or nominee by giving voting instructions and authorization pursuant to the instruction of your broker or nominee. Beneficial owners should observe the deadlines to submit voting instructions and authorizations that are set in the instructions of their broker or nominee. If you have timely submitted voting instructions or a properly executed proxy card, your shares will be voted in accordance with your instructions.

If you are a holder of ADSs, you may exercise your right to vote by completing and submitting the proxy card which will be sent, or made available, to you by Citibank, N.A. If your ADSs are held in an account at a brokerage firm, bank, nominee or similar organization, you should follow the directions provided by your broker, bank or other nominee.

The accompanying Proxy Statement more fully describes the details of the business to be conducted at the Annual Meeting. After careful consideration, the Board of Directors has approved the proposals and recommends that you vote FOR each director nominee and FOR each other proposal described in this Proxy Statement.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Proxy Statement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Proxy Statement.

This Proxy Statement, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the HK Listing Rules for the purpose of giving information with regard to the Company. The directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained in this Proxy Statement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Proxy Statement misleading.

As of the date of this Proxy Statement, the Board of Directors of the Company is comprised of Mr. John V. Oyler as Chairman and executive director, Dr. Xiaodong Wang as non-executive director, and Dr. Olivier Brandicourt, Dr. Margaret Dugan, Mr. Michael Goller, Mr. Anthony C. Hooper, Mr. Ranjeev Krishana, Dr. Alessandro Riva, Dr. Corazon (Corsee) D. Sanders, Ms. Shalini Sharp and Mr. Qingqing Yi as independent non-executive directors.