[144] Roivant Sciences Ltd. SEC Filing

Rhea-AI Filing Summary

Roivant Sciences Ltd. (ROIV) – Form 144 filing: Dr. Eric Venker has notified the SEC of his intent to sell up to 100,000 common shares through Rockefeller Financial beginning 21 Jul 2025. At the filing’s reference price, the block is valued at roughly $1.15 million and will trade on Nasdaq. Roivant lists 713.55 million shares outstanding, so the planned sale equals only ≈0.014 % of the float.

The notice also summarizes Venker’s recent activity: over the past three months he disposed of 1,082,835 shares across eight transactions, generating ≈$11.72 million in gross proceeds (20 Feb – 20 Jun 2025). The securities being sold were acquired via option exercise dated 20 Apr 2022 and paid for by wire.

No financial or operational metrics accompany the filing. From a capital-markets perspective, the proposed sale is immaterial to Roivant’s share count, yet the continuing insider sales trend can be interpreted as a modestly negative sentiment signal for investors.

Positive

• Immaterial dilution: proposed 100 k-share sale equals only 0.014 % of the 713.55 M shares outstanding, leaving capital structure unaffected.

Negative

• Continued insider selling: same insider has sold 1.08 M shares for ≈$11.7 M in the last three months, which may signal reduced confidence to some investors.

Insights

Securities Analyst

TL;DR: Small-scale insider sale, minimal dilution, but pattern of selling may pressure sentiment; overall impact neutral.

The 100 k-share block represents only 0.014 % of ROIV’s outstanding equity and therefore poses no dilution or balance-sheet consequence. However, Venker’s cumulative disposal of 1.08 M shares ($11.7 M) in three months suggests persistent insider distribution. Because Form 144 filings are routine and do not mandate execution, the market effect is typically modest unless volumes are large relative to float. Given Roivant’s sizeable capitalization, I classify the filing as not materially impactful, yet the negative optics of ongoing insider sales could weigh on short-term sentiment.

Corporate Governance Expert

TL;DR: Filing complies with Rule 144; recurring insider sales highlight transparency but may raise governance questions on alignment.

Rule 144 requires advance notice for affiliates’ open-market sales; Venker’s submission meets disclosure norms and references prior sales, enhancing procedural transparency. The staggered disposals suggest a structured liquidity program, potentially under a 10b5-1 plan, though the form lists no adoption date. While legal risk is low, investors often scrutinize serial insider selling for signals of confidence. Still, the percentage of ownership changing hands is negligible, so I deem the governance impact neutral.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Rockefeller Financial LLC 45 Rockefeller Plaza Floor 5 New York NY 10111	100000	1151941.91	713549458	07/21/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Shares	07/21/2025	Options Exercise - Grant Date 4/20/2022	Roivant Sciences Ltd.			100000	07/21/2025	Wire

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway,, London X0 SW1HODB	Common Shares	02/20/2025	100000	1065022.41
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway London X0 SW1HODB	Common Shares	02/20/2025	10945	117330.40
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway, London X0 SW1HODB	Common shares	03/24/2025	434478	4701051.96
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway,, London X0 SW1HODB	Common Stock	03/20/2025	10945	120066.65
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway London X0 SW1HODB	Common Shares	03/20/2025	315522	3489673.32
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway, London X0 SW1HODB	Common Shares	04/21/2025	100000	1022373.95
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway,, London X0 SW1HODB	Common Shares	04/20/2025	10945	111091.75
Eric Venker c/o Roivant Sciences LTD 7th Floor, 50 Broadway London X0 SW1HODB	Common Shares	06/20/2025	100000	1094985.82

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ROIV shares does the insider plan to sell?

The Form 144 states an intent to sell 100,000 common shares.

What is the estimated value of the proposed sale?

The aggregate market value listed is $1,151,941.91.

When will the shares be sold?

The approximate sale date disclosed is July 21 2025.

How many ROIV shares has the insider sold recently?

Over the past three months the filer sold 1,082,835 shares for ≈$11.72 million in gross proceeds.

What percentage of Roivant’s float does the new sale represent?

About 0.014 % of the 713.55 million shares outstanding.