[Form 3] Roivant Sciences Ltd. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Roivant Sciences (ROIV) – Form 3. President & Vant Chair Frank Torti has filed his initial beneficial-ownership report covering 10.27 million common shares underlying stock options. Exercise prices range from $3.85 to $13.07 with expiry dates between 2028-2032. The largest tranche is 6.03 million options at $3.85 that vest 25% on 20-Apr-2023 and monthly thereafter; all other grants are already fully vested. No non-derivative share holdings were disclosed. The filing confirms Torti’s officer status and records his equity incentives for Section 16 compliance.

Positive

• Management alignment: Large option position incentivises President Frank Torti to drive share-price appreciation.

Negative

• Potential dilution: Exercise of 10.27 m options could increase the share count, notably the low-priced $3.85 tranche.

Insights

Financial Analyst

TL;DR: Routine Form 3; 10.3 m options show alignment but limited dilution risk, net neutral for valuation.

The disclosure is procedural, establishing Frank Torti as a Section 16 insider. While the aggregate 10.27 m options represent a sizeable potential issuance, the weighted-average strike (≈$5.53, skewed by the $3.85 grant) sits above recent lows yet below historical highs, aligning management with share appreciation. No immediate share issuance or cash impact occurs, so near-term fundamentals are unchanged. Possible dilution—about 1.3% of current basic shares outstanding if fully exercised—remains a medium-term consideration. Overall, the filing is informational rather than catalytic.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Torti Frank

(Last) (First) (Middle)

C/O ROIVANT SCIENCES LTD.

7TH FLOOR, 50 BROADWAY

(Street)

LONDON X0 SW1H 0DB

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2025

3. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and Vant Chair

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	09/19/2028	Common Shares	1,606,249	$11.03	D
Stock Option (Right to Buy)	(1)	04/21/2029	Common Shares	585,240	$11.5	D
Stock Option (Right to Buy)	(1)	08/19/2029	Common Shares	146,310	$10.08	D
Stock Option (Right to Buy)	(1)	05/19/2030	Common Shares	219,465	$13.07	D
Stock Option (Right to Buy)	(1)	05/01/2031	Common Shares	562,731	$10	D
Stock Option (Right to Buy)	(1)	05/01/2031	Common Shares	1,125,460	$10	D
Stock Option (Right to Buy)	(2)	04/19/2032	Common Shares	6,026,184	$3.85	D

Explanation of Responses:

1. Reflects an award of stock options to purchase Common Shares that is fully vested.

2. Reflects an award of stock options to purchase Common Shares with a vesting commencement date of April 20, 2022. These options vest and become exercisable (i) 25% on the first anniversary of the vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date (except as otherwise provided in the award documentation).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jo Chen, as Attorney-in-Fact for Frank Torti	07/29/2025
	** 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 5 (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 did Roivant Sciences (ROIV) disclose in this Form 3?

The company reported President Frank Torti’s ownership of options on 10.27 million common shares.

What are the exercise prices of Frank Torti’s ROIV stock options?

Strikes range from $3.85 to $13.07 per share.

When do the largest ROIV option grants expire?

Expiry dates span Sept-2028 to Apr-2032, with the biggest 6.03 m-share tranche expiring 19-Apr-2032.

How quickly do the $3.85 ROIV options vest?

They vest 25% after one year from 20-Apr-2022 and then in 36 equal monthly installments.

Does the filing indicate any immediate share issuance or cash impact?

No. Form 3 is purely a disclosure of existing option grants and has no near-term cash or dilution effect.