Form 4: Sukhatme Mayukh reports multiple insider transactions in ROIV

Rhea-AI Filing Summary

Sukhatme Mayukh reported multiple insider transaction types in a Form 4 filing for ROIV. The filing lists transactions totaling 1,954,674 shares at a weighted average price of $19.58 per share. Following the reported transactions, holdings were 19,488,105 shares.

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

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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^*

Sukhatme Mayukh

(Last) (First) (Middle)

C/O ROIVANT SCIENCES LTD.

7TH FLOOR, 50 BROADWAY

(Street)

LONDON X0 SW1H 0DB

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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
Common Shares	02/09/2026		M		651,558	A	$12.68	19,488,105	D
Common Shares	02/09/2026		S		339,441	D	$26.47(1)(2)	19,148,664	D
Common Shares	02/09/2026		J		312,117(3)	D	$26.47(1)	18,836,547	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$12.68	02/09/2026		M			651,558	(4)	03/31/2026	Common Shares	651,558	$0	0	D

Explanation of Responses:

1. All options exercised by the reporting person would have expired in March 2026 if not exercised. The price reported in column 4 is a weighted average price. 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 Common Shares sold at each separate price within the range.

2. These Common Shares were sold in multiple transactions at prices ranging from $25.92 to $26.78, inclusive.

3. Represents the "net settlement" by the Issuer of stock options previously granted to the reporting person in order to satisfy the exercise price applicable to such stock options.

4. Award of stock options to purchase Common Shares that is fully vested.

Remarks:

	By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme	02/11/2026
	** 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.

FAQ

What insider transactions did Mayukh Sukhatme report at Roivant Sciences (ROIV)?

Mayukh Sukhatme reported exercising 651,558 stock options and disposing of related Common Shares. This included open-market sales and a net settlement to cover the option exercise price, leaving him with 18,836,547 directly owned Roivant Sciences Common Shares afterward.

How many Roivant Sciences (ROIV) stock options did Mayukh Sukhatme exercise?

He exercised 651,558 stock options to acquire an equal number of Roivant Sciences Common Shares. The options carried an exercise price of $12.68 per share and would have expired in March 2026 if they had not been exercised on February 9, 2026.

How many Roivant Sciences (ROIV) shares did Mayukh Sukhatme sell, and at what price?

He sold 339,441 Roivant Sciences Common Shares in multiple open-market transactions at a weighted average price of $26.47. Individual sale prices ranged from $25.92 to $26.78 per share, as disclosed in the transaction footnotes for the reported Form 4 filing.

What is the net settlement transaction reported by Mayukh Sukhatme for Roivant Sciences (ROIV)?

The Form 4 shows a disposition of 312,117 Common Shares classified as a net settlement. This represents shares withheld by the issuer from stock options previously granted to Sukhatme to satisfy the exercise price owed on those options, rather than a traditional open-market sale.

How many Roivant Sciences (ROIV) shares does Mayukh Sukhatme own after these transactions?

After the option exercise, open-market sale, and net settlement, Sukhatme directly beneficially owned 18,836,547 Roivant Sciences Common Shares. All reported holdings in the Form 4 are indicated as direct ownership, with no indirect ownership entities mentioned in the disclosure.

What roles does Mayukh Sukhatme hold at Roivant Sciences (ROIV) in this Form 4?

In the Form 4, Mayukh Sukhatme is identified as both a director and an officer of Roivant Sciences Ltd. His officer title is President & CIO, indicating he is a senior executive while also serving on the company’s board of directors at the time of the reported transactions.