[Form 4] Immunovant, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Biogen Inc. and subsidiary Biogen MA Inc. have fully divested their stake in Sage Therapeutics (SAGE). Amendment No. 2 to their Schedule 13D reports that the companies owned 6,241,473 common shares—9.941 % of Sage’s 62,784,397 outstanding shares—on 28 Jul 2025. On 29 Jul 2025 they sold every share in a single block trade at $8.53 per share, reducing ownership to 0 %. Because of this sale, the filers now hold no voting or dispositive power over Sage stock and formally ceased to be beneficial owners of more than 5 % on 29 Jul 2025. The amendment updates prior Schedule 13D filings dated 10 Jan 2024 and 21 Jul 2025 and contains no additional transactions, legal proceedings or contingent arrangements.

Positive

• None.

Negative

• Biogen sold its entire 9.941 % stake in SAGE at $8.53 per share, leaving Sage without a major strategic shareholder.
• Reporting persons now own 0 % of outstanding shares, removing potential voting support and future capital backing.

Insights

Equity Analyst

TL;DR: Biogen’s 10 % exit removes a strategic holder, likely pressuring SAGE shares and sentiment.

Biogen’s disposal of 6.24 million shares eliminates a near-10 % position acquired less than two years ago, signalling a decisive break with Sage. While the filing cites no motives, the complete sale at $8.53 suggests limited confidence in near-term value creation and removes a potential source of follow-on capital. The market may interpret the move as a negative read-through for Sage’s pipeline collaborations and future financing flexibility.

Corporate Governance Specialist

TL;DR: Loss of >5 % holder shifts SAGE’s ownership base; governance influence fades.

By falling below the 5 % threshold, Biogen relinquishes Schedule 13D reporting duties and any leverage it held in shareholder matters. Sage’s institutional ownership profile becomes more fragmented, potentially increasing volatility around strategic decisions and proxy votes. No standstill or other restrictive covenants are disclosed, so Biogen retains freedom to re-enter or remain absent.

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^*

Venker Eric

(Last) (First) (Middle)

320 WEST 37TH STREET, 6TH FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Immunovant, Inc. [ IMVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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

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
Stock Option (right to buy)	$16.76	07/28/2025		A		1,300,000		(1)	07/28/2035	Common Stock	1,300,000	$0	1,300,000	D
Stock Option (right to buy)	$16.76	07/28/2025		A		189,900		(1)	07/28/2035	Common Stock	189,900	$0	189,900	D
Capped Value Appreciation Rights	$14.46	07/28/2025		A		1,475,000		(2)	04/01/2030	Common Stock	(3)	$0	1,475,000	D

Explanation of Responses:

1. These options were granted pursuant to the Issuer's 2019 Equity Incentive Plan (the "Plan"). 25% of the shares underlying the option shall vest on April 21, 2026, and the remaining shares subject to the option shall vest in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continuous service to the Issuer or an affiliate on each such date.

2. These capped value appreciation rights ("CVARs") will 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 vest 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. 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.

3. Upon satisfaction of the vesting conditions (such portion of the CVARs, the "Vested CVARs"), the Reporting Person will be entitled 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.

Remarks:

EX-24.1 Power of Attorney

	/s/ Tiago Girao, Attorney-in-Fact for Eric Venker	07/30/2025
	** 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

How many Sage Therapeutics (SAGE) shares did Biogen sell?

Biogen sold 6,241,473 Sage common shares.

At what price did Biogen exit its position in SAGE?

The shares were sold in a block trade at $8.53 per share.

What is Biogen’s current ownership percentage in Sage Therapeutics after the sale?

Biogen now owns 0 % of Sage’s outstanding common stock.

When did Biogen cease to be a 5 % beneficial owner of SAGE?

Biogen fell below the 5 % threshold on 29 Jul 2025.

Does Biogen retain any voting or dispositive power over SAGE shares?

No. The filing states Biogen has no voting or dispositive power over Sage common stock.