Arbutus Biopharma accepts 46M shares in tender offer

Arbutus’s offer expired at 5:00 p.m., New York City time, on September 29, 2026, and included a proportionate tender option.

Rhea-AI Filing Summary

Arbutus Biopharma Corp announced it had accepted 46,000,000 Common Shares at US$5.00 per share in its issuer tender offer. The offer sought to purchase for cancellation up to US$230 million of Common Shares at prices between US$5.00 and US$5.75 per share.

Roivant Sciences Ltd. tendered 8,967,383 shares, which were accepted at US$5.00 per share for aggregate consideration of approximately US$44,836,915. After the offer, Roivant reported beneficial ownership of 29,880,079 shares, approximately 19.5% of outstanding shares, and sole voting and dispositive power. Roivant stated that it disclaims beneficial ownership except to the extent of its pecuniary interest.

Key Figures

Maximum tender offer value: US$230 million Tender offer price range: US$5.00 to US$5.75 per Common Share Common Shares accepted: 46,000,000 shares +5 more

8 metrics

Maximum tender offer value US$230 million Offer to purchase Common Shares for cancellation

Tender offer price range US$5.00 to US$5.75 per Common Share Prices offered in the modified Dutch auction

Common Shares accepted 46,000,000 shares Announced October 1, 2026

Purchase price US$5.00 per Common Share Price paid for shares accepted

Roivant shares accepted 8,967,383 shares Shares tendered by Roivant in the offer

Consideration to Roivant Approximately US$44,836,915 Aggregate consideration for Roivant's accepted shares

Roivant beneficial ownership after offer 29,880,079 Common Shares After completion of the offer

Roivant ownership after offer Approximately 19.5% Percentage of outstanding Common Shares after completion

Key Terms

modified Dutch auction tender offer, proportionate tender, purchase for cancellation, pecuniary interest

4 terms

modified Dutch auction tender offer financial

"commenced a modified Dutch auction tender offer"

A modified Dutch auction tender offer is a structured way a company asks shareholders to sell their shares by naming a price within a set range; the company then picks a single price that will be paid to everyone who agreed to sell at or below that price and buys a limited number of shares. Think of it like a garage sale where buyers write down the price they’ll pay and the seller picks one final price and, if there are more offers than wanted, buys from each seller proportionally. Investors care because it gives shareholders a choice to sell at a fair-market-style price, can reduce the number of shares outstanding, and often signals the company’s view of its own stock value.

proportionate tender financial

"Roivant made a proportionate tender of its Common Shares"

A proportionate tender is a type of share offer where shareholders submit some or all of their shares for purchase and, if more shares are offered than the buyer wants, the seller accepts each shareholder’s offer on a pro rata basis. Think of it like a limited pizza shared among people who asked for slices: if demand exceeds supply, everyone who asked gets the same fraction of what they offered. It matters because investors may have only part of their tender accepted and will receive cash or other consideration in proportion to that accepted amount.

purchase for cancellation financial

"to purchase for cancellation up to US$230 million"

pecuniary interest regulatory

"except to the extent of Roivant's respective pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did Arbutus (ABUS) accept in its tender offer, and at what price?

Arbutus accepted 46,000,000 Common Shares at US$5.00 per share, as announced on October 1, 2026.

How many shares did Roivant tender in the Arbutus (ABUS) offer, and what consideration did it receive?

Roivant tendered 8,967,383 Common Shares, which Arbutus accepted as part of the offer. The stated aggregate consideration to Roivant was approximately US$44,836,915.

When did the Arbutus (ABUS) tender offer expire?

The offer expired at 5:00 p.m., New York City time, on September 29, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 09:02 PM Accepted by SEC EDGAR 10/05/2026 - 09:02 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

Arbutus Biopharma Corp

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

03879J100

(CUSIP Number)

Derek J. Dostal
Davis Polk & Wardwell LLP, 450 Lexington Ave
New York, NY, 10017
(212) 450-4000

Stephen A. Byeff
Davis Polk & Wardwell LLP, 450 Lexington Ave
New York, NY, 10017
(212) 450-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 03879J100

1

Name of reporting person

Roivant Sciences Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 29,880,079.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,880,079.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,880,079.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

As of the date of this Amendment No. 14 to the Schedule 13D, Roivant Sciences Ltd. ("Roivant") beneficially owns 29,880,079 common shares, without par value ("Common Shares"), of Arbutus Biopharma Corporation (the "Issuer"). The percentage of outstanding Common Shares that may be deemed to be beneficially owned by Roivant is calculated based on an aggregate of approximately 153,275,907 Common Shares issued and outstanding immediately following the completion of the Issuer's tender offer, as described in the Issuer's press release dated October 1, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, without par value
(b)	Name of Issuer: Arbutus Biopharma Corp
(c)	Address of Issuer's Principal Executive Offices: 701 Veterans Circle, Warminster, PENNSYLVANIA , 18974.
Item 1 Comment: EXPLANATORY NOTE Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 14 ("Amendment No. 14") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 16, 2015, as amended by Amendments No. 1 through 13, previously filed with the SEC (the "Schedule 13D") relating to the Common Shares, without par value (the "Common Shares"), of Arbutus Biopharma Corporation (the "Issuer"), which are beneficially owned by Roivant Sciences Ltd. ("Roivant" or the "Reporting Person"). This Amendment No. 14 amends the Original Schedule 13D on behalf of the Reporting Person to furnish the information set forth herein. Except as set forth below, all Items of the Original Schedule 13D remain unchanged. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 is hereby amended solely to restate the list of Covered Persons in Item 2(a) of the Schedule 13D with those listed on Exhibit 99.1 hereto, which Exhibit 99.1 is incorporated into this Item 2 by reference.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended by adding the following to the end thereof: On August 24, 2026, the Issuer commenced a modified Dutch auction tender offer to purchase for cancellation up to US$230 million in value of its Common Shares at prices between US$5.00 and US$5.75 per Common Share (the "Offer"), which included the option for shareholders to make a proportionate tender. Roivant made a proportionate tender of its Common Shares in the Offer in order to maintain its proportionate ownership of the Common Shares following completion of the Offer. The Offer expired at 5:00 p.m., New York City time, on September 29, 2026. On October 1, 2026, the Issuer announced that it had taken up and accepted for purchase 46,000,000 Common Shares at a purchase price of US$5.00 per Common Share, including 8,967,383 Common Shares tendered by Roivant pursuant to its proportionate tender, for aggregate consideration to Roivant of approximately US$44,836,915. Following completion of the Offer, Roivant continues to beneficially own approximately 19.5% of the outstanding Common Shares.
Item 5.	Interest in Securities of the Issuer
(a)	Reporting Person (Roivant) Roivant beneficially owns 29,880,079, or approximately 19.5%, of the Common Shares and has sole voting and dispositive power over such Common Shares. Roivant disclaims beneficial ownership in all Common Shares reported herein, except to the extent of Roivant's respective pecuniary interest therein.
(b)	See rows 7-10 of the cover page to this Amendment No. 14 for information regarding Roivant's power to vote or direct the vote and its power to dispose or direct the disposition of the Common Shares. Except as disclosed in this Schedule 13D, Roivant does not and, to Roivant's knowledge, the Covered Persons do not beneficially own any Common Shares or have the right to acquire any Common Shares.
(c)	Except as disclosed in this Amendment No. 14, Roivant has not effected and, to Roivant's knowledge, none of the Covered Persons has effected any transactions in the Common Shares since the last Schedule 13D/A was filed with the SEC on February 25, 2025.
(d)	Except as disclosed in this Amendment No. 14, no person other than Roivant has the right to receive, or the power to direct the receipt of dividends from, the proceeds from the sale of the shares to which this Amendment No. 14 relates.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This Item 6 supplements (but does not replace) Item 6 as set forth in the Schedule 13D. Roivant has entered into a Letter of Transmittal for the sale of the shares sold in the Issuer's issuer tender offer as described in Item 4 of this Amendment No. 14, in the form set forth in Ex-99(a)(1)(ii) of the Issuer's Schedule TO-I filed with the SEC on August 24, 2026.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Covered Persons

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Roivant Sciences Ltd.

Signature:	/s/ Keyur Parekh
Name/Title:	Keyur Parekh, Authorized Signatory
Date:	10/05/2026