Vir Biotechnology, Inc.

Proxy Statement Summary

This summary highlights important information you will find in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote.

Annual Meeting Information

Voting Matters and Vote Recommendation

Corporate Governance Matters

We are committed to the highest standards of ethics, business integrity and corporate governance, which we believe will ensure that our Company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve the accountability of the Board of Directors (the Board) and management, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use of Company resources and enhance stockholder value. Please see the below narrative section “Corporate Governance” for more information.

Our commitment to good corporate governance is illustrated by the following practices:

•Board independenceà 9 out of 11 current directors are independent (and 8 out of 9 of our directors will be independent following the Annual Meeting, assuming both Class III nominees are re-elected as directors)

•Independent Board Chair

•Independent directors regularly meet in executive sessions without management or non-independent directors present

•100% independent directors serving on Audit, Compensation and Nominating and Corporate Governance Committees

•Board refreshment practices

•Annual Board and committee self-assessments

•Strong corporate governance guidelines and policies

•Multiple clawback policies that provide the Compensation Committee additional ability to recoup compensation beyond what the Dodd-Frank Act requires

•Stock ownership guidelines for directors and executive management

•Well-established Board strategic and risk oversight function

•Proactive engagement with stockholders

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Our Director Nominees

Proposal 1 — Election of Directors

You are being asked to vote to elect two Class III directors to hold office until the 2028 Annual Meeting of Stockholders. Each Class III director nominee is listed below, and you can find additional information regarding our nominees in the section titled “Proposal 1—Election of Directors” beginning on page 7.

Executive Compensation Matters

Proposal 2 – Advisory Vote on Executive Compensation

You are being asked to vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (NEOs) as described in this proxy statement (the say-on-pay vote). Detailed information about the compensation paid and awarded to our NEOs can be found beginning on page 24.

Our executive compensation programs are designed to attract, motivate and retain our executive officers, who are critical to our success. Highlights of our executive compensation best practices follow.

•Strong pay-for-performance alignment: The majority of each NEO’s compensation is “at-risk” and is tied directly to corporate performance, whether through our annual incentive plan or equity-based compensation. We prioritize alignment with the interests of our stockholders in our pay decisions and did not grant any special awards or make off-cycle compensation adjustments in 2024 (outside of awards in connection with new hires).

•Enhanced disclosure on pay decisions: Building on prior-year disclosure enhancements, we provided greater transparency into how we design our pay programs, particularly for equity compensation and new hire awards. We also significantly expanded our discussion of our stockholder engagement this year.

•Significant corporate achievements reflected in annual incentive plan results: The above-target 2024 corporate attainment recognizes the Company’s significant achievements in 2024 including successfully defining and executing our renewed strategic direction into oncology via a business transformative deal with Sanofi, a strategic reorganization to extend our cash runway and focus resources on our highest-value programs, and the strong execution of ongoing clinical trials which included positive chronic hepatitis D (CHD) data which supported the initiation of the Phase 3 ECLIPSE registrational program.

•Recruited key executive talent: In 2024, we strengthened our leadership team by hiring experienced executives to lead two of our most critical functions: a Chief Medical Officer and a Chief Financial Officer.

•Introduced a structured framework to evaluate annual incentive outcomes: Given the rapidly shifting nature of our business as a pre-commercial biotech company, we introduced a formal framework to help the Board and Compensation Committee make more consistent, objective decisions when assessing the annual corporate scorecard, and to provide better clarity to investors into how outcomes are determined.

Our Auditors

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

You are being asked to vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025. Detailed information about this proposal can be found beginning on page 26.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by the Internet or telephone, please refer to your proxy card or Notice of Internet Availability of Proxy Materials. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

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