Barinthus (BRNS) Director Karen Dawes Disposes 113,519 Shares

What Happened

• Karen A. Dawes, a director of Barinthus Biotherapeutics plc (BRNS), reported dispositions to the issuer on 2026-09-09 totaling 113,519 shares (1,700 ordinary shares + 111,819 reported as derivative instruments). The derivative disposition lines are reported at $0.00; the 1,700-share line shows price N/A. No cash proceeds are reported on the derivative lines in this filing. These dispositions occurred in connection with the merger/scheme described in the filing.

Key Details

• Transaction date: September 9, 2026 (Effective Time of the merger/scheme).
• Reported disposition breakdown:
  • 1,700 ordinary shares — disposition to issuer, price listed as N/A.
  • 34,328; 18,604; 19,197; 19,516; 20,174 shares — each listed as derivative dispositions at $0.00 (total = 111,819).
  • Aggregate disclosed shares disposed = 113,519.
• Consideration reported: derivative items shown at $0.00; the filing does not report cash proceeds for these lines.
• Shares owned after the transaction: not specified in this Form 4.
• Timeliness: Form 4 filed the same day as the reported transactions (no late filing indicated).
• Relevant filing codes/notes: Disposition code D = disposition to the issuer.

Context

• The dispositions were made in connection with the Merger Agreement/scheme of arrangement effective 2026-09-09. Under the merger, each Barinthus share was converted into the right to receive 0.111 shares of Beacon Topco, Inc. (Topco) common stock (see footnote F3). Outstanding options in Barinthus equity plans were converted into options to acquire Topco common stock and assumed by Topco on the same terms (see footnote F4).
• The derivative disposition lines reported at $0.00 likely reflect conversion/settlement terms under the merger rather than an open-market sale; the filing does not show a standard cash sale or exercise-for-cash.