Was the Immunovant (IMVT) CEO’s stock sale discretionary or tax-related?

The 3,092-share sale was tax-related rather than discretionary. Footnotes state it was mandated by Immunovant’s election to satisfy tax withholding obligations through a “sell to cover” transaction tied to the CVAR vesting and settlement, not an elective open-market sale.

Immunovant (IMVT) CEO settles CVARs with small tax-related share sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Immunovant, Inc. Chief Executive Officer Eric Venker reported a compensation-related equity transaction involving capped value appreciation rights (CVARs) and a small tax sale of common stock. On July 1, 2026, 92,188 vested CVARs were settled into shares of common stock after the service, performance, knock-in and hurdle price conditions were met. The same day, a Form 4 entry shows 86,629 shares of common stock disposed to the issuer at $38.14 per share. On July 2, 2026, he sold 3,092 shares of common stock at $38.48 per share in an open-market transaction, which the footnotes state was a mandatory “sell to cover” for tax withholding tied to the CVAR vesting rather than a discretionary sale. After these transactions, Venker directly holds 254,280 shares of Immunovant common stock.

Insider Trade Summary

Net Seller: 3,092 shares ($118,980)

Net Sell 4 txns

Insider Venker Eric

Role Chief Executive Officer

Sold 3,092 shs ($119K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,092	$38.48	$119K
Exercise	Capped Value Appreciation Rights	92,188	$0.00	--
Exercise	Common Stock	92,188	$14.46	$1.33M
Disposition	Common Stock	86,629	$38.14	$3.30M

Holdings After Transaction: Common Stock — 254,280 shares (Direct, null); Capped Value Appreciation Rights — 1,014,062 shares (Direct, null)

Footnotes (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 July 1, 2026, the Service Requirement (as defined in Footnote 4), Performance Requirement (as defined in Footnote 4), Knock-In Requirement (as defined in Footnote 4), and hurdle price applicable to 92,188 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 July 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. 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.

Key Figures

Tax-related share sale: 3,092 shares at $38.48 Disposition to issuer: 86,629 shares at $38.14 CVARs settled: 92,188 units at $14.46 hurdle +3 more

6 metrics

Tax-related share sale 3,092 shares at $38.48 Open-market sale on July 2, 2026 to cover tax withholding

Disposition to issuer 86,629 shares at $38.14 Disposition of common stock to issuer on July 1, 2026

CVARs settled 92,188 units at $14.46 hurdle Capped value appreciation rights settled into common shares on July 1, 2026

Post-transaction holdings 254,280 shares Common stock directly held by CEO after reported transactions

CVAR cap price $16.76 per share Fair market value cap used in CVAR payout calculation

CVAR hurdle price $14.46 per share Hurdle price used to determine CVAR amount

Key Terms

Capped Value Appreciation Rights, sell to cover, Service Requirement, Performance Requirement, +1 more

5 terms

Capped Value Appreciation Rights financial

"the Reporting Person was granted capped value appreciation rights ("CVARs")"

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.

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 development activity"

Knock-in Requirement financial

"The "Knock-in Requirement" requires that the price of the Issuer's common stock"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:01 PM Accepted by SEC EDGAR 07/06/2026 - 05:01 PM

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)

C/O IMMUNOVANT, INC.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		M⁽¹⁾⁽²⁾		92,188⁽¹⁾⁽²⁾	A	$14.46⁽¹⁾⁽²⁾	344,001	D
Common Stock	07/01/2026		D⁽¹⁾⁽²⁾		86,629⁽¹⁾⁽²⁾	D	$38.14⁽¹⁾⁽²⁾	257,372	D
Common Stock	07/02/2026		S⁽³⁾		3,092	D	$38.48	254,280	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Capped Value Appreciation Rights	$14.46⁽¹⁾⁽²⁾	07/01/2026		M⁽¹⁾⁽²⁾			92,188⁽¹⁾⁽²⁾	⁽²⁾⁽⁴⁾	04/01/2030	Common Stock	92,188⁽¹⁾⁽²⁾	$0	1,014,062	D

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 July 1, 2026, the Service Requirement (as defined in Footnote 4), Performance Requirement (as defined in Footnote 4), Knock-In Requirement (as defined in Footnote 4), and hurdle price applicable to 92,188 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 July 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. 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 Venker	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Immunovant (IMVT) CEO Eric Venker report in this Form 4 filing?

Eric Venker reported settlement of capped value appreciation rights into common shares and related share movements. This included a disposition of 86,629 shares to the issuer and a small sale of 3,092 shares used to cover tax withholding obligations from the CVAR vesting.

How many Immunovant (IMVT) shares did the CEO sell and at what price?

He sold 3,092 shares of Immunovant common stock at $38.48 per share. Footnotes explain this was a mandated “sell to cover” transaction to satisfy tax withholding obligations connected to the CVAR settlement, rather than a discretionary open-market sale decision.

What are capped value appreciation rights (CVARs) in the Immunovant (IMVT) Form 4?

The CVARs grant a payment equal to vested units multiplied by the excess of Immunovant’s stock value, capped at $16.76, over a $14.46 hurdle price. That CVAR amount is then converted into shares of common stock based on the stock’s fair market value at settlement.

How many Immunovant (IMVT) CVARs were settled into common shares?

The filing shows 92,188 vested CVARs were settled into Immunovant common shares on July 1, 2026. The number of resulting shares is determined by dividing the CVAR amount by the closing price of Immunovant common stock on that same settlement date.

What conditions had to be met for the Immunovant (IMVT) CVARs to vest?

The CVARs vest when three conditions are satisfied: a service requirement with time-based vesting through quarterly installments, a performance requirement based on a specified clinical development activity, and a knock-in requirement that Immunovant’s stock price at each vesting date be at least $16.76 per share.

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

After the reported transactions, Eric Venker directly holds 254,280 shares of Immunovant common stock. This figure reflects his position following the CVAR settlement, the disposition of shares to the issuer, and the small tax-related sell-to-cover transaction disclosed in the Form 4.