Vir Biotechnology, Inc. 8-K

What Happened

• On February 19, 2026 (disclosed in an 8-K filed Feb 23, 2026), Vir Biotechnology, Inc. (VIR) entered into a Collaboration and License Agreement with Astellas US LLC to co-develop and co-commercialize VIR-5500, Vir Bio’s PRO-XTEN dual‑masked T‑cell engager targeting PSMA for prostate cancer. Concurrently, Astellas agreed to buy 7,239,382 shares of Vir Bio common stock under a Stock Purchase Agreement (SPA).
• The transaction provides Vir Bio $335 million in upfront and near‑term consideration (including $240 million cash and a $75 million equity investment via the SPA), plus an additional $20 million near‑term milestone tied to manufacturing process transfer and up to $1.37 billion (or up to $1.60 billion in certain opt‑out scenarios) in future development, regulatory and sales milestones.

Key Details

• Upfront/near‑term consideration: $335M total ( $240M cash + $75M equity at $10.36/share for 7,239,382 shares; price = 50% premium to 30‑day VWAP on Feb 17, 2026).
• Additional near‑term milestone: $20M upon completion of manufacturing process tech transfer (expected Q2–Q3 2027).
• Future payments and royalties: up to $1.37B in milestones (up to $1.60B if Vir Bio opts out and met funding threshold) and tiered, double‑digit royalties (ex‑U.S. under base deal; global royalties if Vir Bio opts out).
• Cost and profit sharing: global clinical development costs split 40% Vir / 60% Astellas; U.S. studies shared 50/50; Astellas pays for ex‑U.S. studies. If approved, U.S. commercialization profits/losses would be shared 50/50 and Vir has a U.S. co‑promotion option; Astellas has exclusive ex‑U.S. commercialization rights.
• Closing condition: transaction subject to expiration/termination of the Hart‑Scott‑Rodino antitrust waiting period.
• Additional filings/releases: Vir Bio furnished a Feb 23, 2026 press release with Q4/full‑year 2025 financial results and issued an updated Phase 1 VIR‑5500 data release to be presented at ASCO‑GU on Feb 26, 2026.

Why It Matters

• The deal provides immediate cash and a priced equity investment, material near‑term funding and a route to share development and commercialization costs and revenues for VIR‑5500 — potentially accelerating development and global launch if clinical and regulatory milestones are met. The SPA price and share count are disclosed, so investors can assess the equity impact. The agreement is still subject to regulatory clearance (HSR) and Vir Bio will share a portion of proceeds with Sanofi per its license agreement. Vir also reported routine forward‑looking disclaimers about clinical and commercialization risks in the filing.