STOCK TITAN

Immunovant (IMVT) CEO settles CVARs into 368,750 shares, disposes stock

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Immunovant, Inc. Chief Executive Officer Eric Venker reported the vesting and settlement of capped value appreciation rights (CVARs) into 368,750 shares of common stock on April 1, 2026, based on a hurdle price of $14.46 per share. A total of 334,960 shares were then disposed of to the issuer at $25.10 per share, with the remaining shares forming his updated equity position.

On April 2, 2026, Venker sold 12,820 shares at a weighted average price of $24.04 and 1,409 shares at a weighted average price of $24.60. Footnotes state these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations tied to the CVAR settlement and did not represent discretionary trading. Following these transactions, Venker directly holds 19,561 shares of Immunovant common stock.

Positive

  • None.

Negative

  • None.
Insider Venker Eric
Role Chief Executive Officer
Sold 14,229 shs ($343K)
Type Security Shares Price Value
Sale Common Stock 12,820 $24.04 $308K
Sale Common Stock 1,409 $24.60 $35K
Exercise Capped Value Appreciation Rights 368,750 $0.00 --
Exercise Common Stock 368,750 $14.46 $5.33M
Disposition Common Stock 334,960 $25.10 $8.41M
Holdings After Transaction: Common Stock — 20,970 shares (Direct); Capped Value Appreciation Rights — 1,106,250 shares (Direct)
Footnotes (1)
  1. On July 28, 2025, the Reporting Person was granted capped value appreciation rights ("CVARs"), as previously reported in a Form 4 filed on July 30, 2025, that entitle the Reporting Person to receive a payment equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of the Issuer's common stock (capped at $16.76 per share) as of the relevant date of determination over (B) the applicable hurdle price of $14.46 (the "CVAR Amount"). The CVARs will then settle into a number of shares of common stock of the Issuer determined by dividing (i) the CVAR Amount by (ii) the fair market value of the Issuer's common stock as of such date. On April 1, 2026, the Service Requirement (as defined in Footnote 6), Performance Requirement (as defined in Footnote 6), Knock-In Requirement (as defined in Footnote 6), and hurdle price applicable to 368,750 vested CVARs were satisfied and, accordingly, the CVARs were settled into shares of the Issuer's common stock, determined by dividing (i) the CVAR Amount by (ii) the closing price of a share of the Issuer's common stock on April 1, 2026. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of these CVARs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 - $24.49 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.51 - $24.70 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. These CVARs vest on the first date that each of (i) the Service Requirement, (ii) the Performance Requirement, and (iii) the Knock-in Requirement have been satisfied. The "Service Requirement" is satisfied as follows: (i) 25% of the CVARs vested on April 1, 2026; and (ii) the remaining 75% vests in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continuous service to the Issuer or an affiliate on each such vesting date. The "Performance Requirement" is tied to the achievement of a specified clinical development activity at the Issuer, which requirement was met as of March 31, 2026. The "Knock-in Requirement" requires that the price of the Issuer's common stock at each applicable vesting date must be equal to or greater than $16.76 per share.
CVAR shares settled 368,750 shares Capped value appreciation rights settled into common stock on April 1, 2026
CVAR hurdle price $14.46 per share Hurdle price used to determine CVAR Amount
Disposition to issuer 334,960 shares at $25.10 Common stock disposed to issuer on April 1, 2026
Tax sell-to-cover 1 12,820 shares at $24.04 Weighted average price; mandated sale on April 2, 2026
Tax sell-to-cover 2 1,409 shares at $24.60 Weighted average price; mandated sale on April 2, 2026
Shares held after 19,561 shares Direct Immunovant common stock holding after reported transactions
CVAR stock price cap $16.76 per share Cap on fair market value used in CVAR calculations
Capped Value Appreciation Rights financial
"the Reporting Person was granted capped value appreciation rights ("CVARs")"
Service Requirement financial
"The "Service Requirement" is satisfied as follows: (i) 25% of the CVARs vested"
Performance Requirement financial
"The "Performance Requirement" is tied to the achievement of a specified clinical"
Knock-in Requirement financial
"The "Knock-in Requirement" requires that the price of the Issuer's common stock"
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
SEC Form 4
FORM 4UNITED 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*
Venker Eric

(Last)(First)(Middle)
1000 PARK FORTY PLAZA, SUITE 210

(Street)
DURHAM NORTH CAROLINA 27713

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Immunovant, Inc. [ IMVT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M(1)(2)368,750(1)(2)A$14.46(1)(2)368,750D
Common Stock04/01/2026D(1)(2)334,960(1)(2)D$25.1(1)(2)33,790D
Common Stock04/02/2026S(3)12,820D$24.04(4)20,970D
Common Stock04/02/2026S(3)1,409D$24.6(5)19,561D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Capped Value Appreciation Rights$14.46(1)(2)04/01/2026M(1)(2)368,750(1)(2) (2)(6)04/01/2030Common Stock368,750(1)(2)$01,106,250D
Explanation of Responses:
1. On July 28, 2025, the Reporting Person was granted capped value appreciation rights ("CVARs"), as previously reported in a Form 4 filed on July 30, 2025, that entitle the Reporting Person to receive a payment equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of the Issuer's common stock (capped at $16.76 per share) as of the relevant date of determination over (B) the applicable hurdle price of $14.46 (the "CVAR Amount"). The CVARs will then settle into a number of shares of common stock of the Issuer determined by dividing (i) the CVAR Amount by (ii) the fair market value of the Issuer's common stock as of such date.
2. On April 1, 2026, the Service Requirement (as defined in Footnote 6), Performance Requirement (as defined in Footnote 6), Knock-In Requirement (as defined in Footnote 6), and hurdle price applicable to 368,750 vested CVARs were satisfied and, accordingly, the CVARs were settled into shares of the Issuer's common stock, determined by dividing (i) the CVAR Amount by (ii) the closing price of a share of the Issuer's common stock on April 1, 2026.
3. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of these CVARs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 - $24.49 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.51 - $24.70 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
6. These CVARs vest on the first date that each of (i) the Service Requirement, (ii) the Performance Requirement, and (iii) the Knock-in Requirement have been satisfied. The "Service Requirement" is satisfied as follows: (i) 25% of the CVARs vested on April 1, 2026; and (ii) the remaining 75% vests in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continuous service to the Issuer or an affiliate on each such vesting date. The "Performance Requirement" is tied to the achievement of a specified clinical development activity at the Issuer, which requirement was met as of March 31, 2026. The "Knock-in Requirement" requires that the price of the Issuer's common stock at each applicable vesting date must be equal to or greater than $16.76 per share.
Remarks:
/s/ Tiago Girao, Attorney-in-Fact for Eric Venker04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Immunovant (IMVT) CEO Eric Venker report?

Eric Venker reported CVARs settling into 368,750 Immunovant common shares on April 1, 2026. He then disposed of 334,960 shares to the issuer and executed mandated tax sell-to-cover sales of 14,229 shares on April 2, 2026, leaving 19,561 shares held directly.

How many Immunovant (IMVT) shares did the CEO acquire through CVARs?

Through the settlement of capped value appreciation rights, Eric Venker acquired 368,750 Immunovant common shares on April 1, 2026. The CVARs used a hurdle price of $14.46 per share, with settlement based on the stock’s closing price on that date, as described in the footnotes.

Were the Immunovant (IMVT) CEO’s stock sales discretionary trades?

The filing states the sales were not discretionary. Footnotes explain that 12,820 and 1,409 shares sold on April 2, 2026 were mandated “sell to cover” transactions, executed solely to satisfy tax withholding obligations arising from the vesting and settlement of the CEO’s CVARs.

At what prices did the Immunovant (IMVT) CEO’s recent share sales occur?

The CEO’s sales occurred at weighted average prices. One tranche of 12,820 shares sold at $24.04 per share within a $23.50–$24.49 range, and another tranche of 1,409 shares sold at $24.60 per share within a $24.51–$24.70 range, according to the disclosed footnotes.

How many Immunovant (IMVT) shares does the CEO hold after these transactions?

Following the reported transactions, Eric Venker directly holds 19,561 shares of Immunovant common stock. This figure reflects the CVAR settlement into 368,750 shares, the disposition of 334,960 shares to the issuer, and the 14,229 shares sold to cover related tax withholding obligations.

What are capped value appreciation rights (CVARs) in the Immunovant (IMVT) CEO’s filing?

CVARs give the holder a value based on stock price gains above a hurdle, capped at a specified level. Venker’s CVARs use a $14.46 hurdle and a $16.76 per-share cap, with vesting tied to service, performance milestones, and a stock price knock-in requirement outlined in the footnotes.