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Biohaven (BHVN) Chief Scientific Officer updates vested RSUs and share stakes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Biohaven Ltd. Chief Scientific Officer Car Bruce reported equity award activity and updated holdings. On January 5, 2026, 4,750 restricted share units converted into an equal number of common shares at an exercise price of $0, reflecting a scheduled vesting from a prior grant.

To cover taxes on this vesting, 2,381 common shares were withheld by Biohaven at $9.93 per share rather than sold on the market. After these transactions, Car Bruce directly owns 7,715 common shares, which include 544 shares acquired through the company’s employee share purchase plan, and indirectly holds 30,000 common shares through an IRA. The original restricted share unit grant was 19,000 units awarded on January 5, 2025, vesting in four equal annual installments through 2028, with 9,500 units remaining outstanding after this vesting.

Positive

  • None.

Negative

  • None.
Insider Car Bruce
Role Chief Scientific Officer
Type Security Shares Price Value
Exercise Restricted Share Unit Award 4,750 $0.00 --
Exercise Common Shares 4,750 $0.00 --
Tax Withholding Common Shares 2,381 $9.93 $24K
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Unit Award — 9,500 shares (Direct); Common Shares — 10,096 shares (Direct); Common Shares — 30,000 shares (Indirect, By IRA)
Footnotes (1)
  1. This balance includes 544 shares that were acquired through the Biohaven Employee Share Purchase Plan on May 31, 2025. No shares were sold - these shares were withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted share units. Each restricted share unit represents the contingent right to receive one common share of the Issuer. The reporting person was granted 19,000 restricted share units on January 5, 2025, vesting in four equal installments on January 5, 2025, 2026, 2027 and 2028, subject to the reporting person's continued service with the Issuer at each vesting date. Not applicable.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Car Bruce

(Last) (First) (Middle)
C/O BIOHAVEN LTD.
215 CHURCH STREET

(Street)
NEW HAVEN CT 06510

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Biohaven Ltd. [ BHVN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 01/05/2026 M 4,750 A $0 10,096(1) D
Common Shares 01/05/2026 F 2,381(2) D $9.93 7,715(1) D
Common Shares 30,000 I By IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Unit Award (3) 01/05/2026 M 4,750 (4) (5) Common Shares 4,750 $0(3) 9,500 D
Explanation of Responses:
1. This balance includes 544 shares that were acquired through the Biohaven Employee Share Purchase Plan on May 31, 2025.
2. No shares were sold - these shares were withheld by the Issuer to satisfy tax withholding requirements in connection with the vesting of restricted share units.
3. Each restricted share unit represents the contingent right to receive one common share of the Issuer.
4. The reporting person was granted 19,000 restricted share units on January 5, 2025, vesting in four equal installments on January 5, 2025, 2026, 2027 and 2028, subject to the reporting person's continued service with the Issuer at each vesting date.
5. Not applicable.
Remarks:
/s/ George Clark, Attorney-in-Fact 01/07/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Biohaven (BHVN) report for Chief Scientific Officer Car Bruce?

The report shows that on January 5, 2026, Chief Scientific Officer Car Bruce had 4,750 restricted share units convert into the same number of Biohaven common shares at an exercise price of $0, reflecting a scheduled vesting of a prior equity award.

How many Biohaven (BHVN) shares were withheld for taxes in this filing?

In connection with the vesting of restricted share units, 2,381 common shares were withheld by Biohaven at $9.93 per share to satisfy tax withholding requirements, as noted in the footnotes.

How many Biohaven (BHVN) shares does Car Bruce own after the reported transactions?

Following the January 5, 2026 transactions, Car Bruce directly owns 7,715 Biohaven common shares and indirectly holds an additional 30,000 common shares through an IRA. The direct holding includes 544 shares acquired via the Biohaven Employee Share Purchase Plan.

What restricted share unit grant does this Biohaven (BHVN) Form 4 relate to?

The activity relates to a grant of 19,000 restricted share units awarded on January 5, 2025. These units vest in four equal installments on January 5 of 2025, 2026, 2027, and 2028, subject to continued service with Biohaven at each vesting date.

How many restricted share units remain outstanding for Car Bruce at Biohaven (BHVN)?

After the 4,750 restricted share units vested and converted into common shares on January 5, 2026, the filing shows that 9,500 restricted share units remain beneficially owned as derivative securities.

Were any Biohaven (BHVN) shares sold on the open market in this insider filing?

No open-market sale is reported. The footnotes clarify that the 2,381 shares with transaction code F were withheld by the issuer solely to satisfy tax withholding requirements related to the vesting of restricted share units.

What is the role of Car Bruce at Biohaven (BHVN) according to this filing?

The filing lists Car Bruce as an officer of Biohaven Ltd., serving as the company’s Chief Scientific Officer, and not as a director or 10% owner.