Roivant (ROIV) Insider: 100k-Share Sale Under 10b5-1, 100k Options Awarded

Rhea-AI Filing Summary

Eric Venker, President & Immunovant CEO of Roivant Sciences Ltd. (ROIV), reported multiple Section 16 transactions dated 08/20/2025. The filing shows a net settlement of 7,051 restricted stock units to satisfy tax withholding at a weighted average price of $11.72, a sale of 100,000 shares at a weighted average price of $11.72 effected under a Rule 10b5-1 trading plan adopted on 06/25/2024, and an award/recording of 100,000 stock options with an exercise price of $3.85. After the transactions, the reporting person’s direct common stock holdings are shown as 1,653,585 and then 1,753,585 shares at different steps; total derivative securities beneficially owned following the reported option award are reported as 8,038,897 (direct). The form includes an explanation that the RSU transfer was a net settlement for taxes and that the sales were pursuant to the 10b5-1 plan.

Positive

• Use of a Rule 10b5-1 plan for the 100,000-share sale demonstrates pre-planned, compliant insider selling.
• RSU net settlement to cover tax withholding is disclosed and explained, indicating routine compensation administration.
• Option award includes a documented vesting commencement date and schedule, supporting transparency around executive compensation.

Negative

• Insider sale of 100,000 shares reduces the reporting person’s direct holdings, which investors may note as insider liquidity.
• Weighted average sale price reported without per-lot breakdown (reporting person offers to provide details upon request), limiting immediate price granularity.

Insights

Financial Analyst

TL;DR: Routine insider option grant plus tax-settlement and planned sales; no new operational metrics disclosed.

The Form 4 discloses standard insider activity: a grant of 100,000 stock options at a $3.85 exercise price with a multi-year vesting schedule, the net settlement of 7,051 RSUs to cover tax obligations, and a sale of 100,000 shares under a Rule 10b5-1 plan at a weighted average price of $11.72. These events adjust the reporting person’s direct common share count but do not include operational results, changes to guidance, or material financing details. From a financial perspective, this filing is routine compensation and liquidity management activity and is not a standalone indicator of company performance.

Corporate Governance Expert

TL;DR: Transactions follow standard governance practices (tax withholding, 10b5-1 plan, option award with documented vesting).

The disclosure identifies the use of a Rule 10b5-1 trading plan adopted on 06/25/2024 for the sale, and explains the RSU net settlement for tax withholding—both common, documented practices that support compliance with insider trading rules. The awarded options include a clear vesting commencement date (04/20/2022) and described vesting schedule. The filing is procedurally complete and includes a signed attorney-in-fact signature; it presents no governance irregularities disclosed within the form itself.

Insider Trade Summary

Net Seller: 100,000 shares ($1,172,000)

Net Sell 4 txns

Insider Venker Eric

Role President & Immunovant CEO

Sold 100,000 shs ($1.17M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	100,000	$0.00	--
Tax Withholding	Common Shares	7,051	$11.72	$83K
Exercise	Common Shares	100,000	$3.85	$385K
Sale	Common Shares	100,000	$11.72	$1.17M

Holdings After Transaction: Stock Option (Right to Buy) — 8,038,897 shares (Direct); Common Shares — 1,653,585 shares (Direct)

Footnotes (1)

1. Represents the "net settlement" by the Issuer of RSUs previously granted to the reporting person in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such RSUs. 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. These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on June 25, 2024. 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 generally to the reporting person's continuous service through each vesting date (unless otherwise provided in the applicable award documentation).

Form 4 Insider Transactions: What Each Field Means →

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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
Common Shares	08/20/2025		F		7,051(1)	D	$11.72	1,653,585	D
Common Shares	08/20/2025		M		100,000	A	$3.85	1,753,585	D
Common Shares	08/20/2025		S		100,000	D	$11.72(2)	1,653,585	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)	$3.85	08/20/2025		M			100,000	(3)	04/19/2032	Common Stock	100,000	$0	8,038,897	D

Explanation of Responses:

1. Represents the "net settlement" by the Issuer of RSUs previously granted to the reporting person in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such RSUs.

2. 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. These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on June 25, 2024.

3. 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 generally to the reporting person's continuous service through each vesting date (unless otherwise provided in the applicable award documentation).

	By: /s/ Jo Chen, as Attorney-in-Fact for Eric Venker	08/22/2025
	** 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

What transactions did Eric Venker report on Form 4 for ROIV on 08/20/2025?

The filing reports a net settlement of 7,051 RSUs for tax withholding at a weighted average price of $11.72, a sale of 100,000 shares at a weighted average price of $11.72 under a Rule 10b5-1 plan, and an award/recording of 100,000 stock options with an exercise price of $3.85.

Was the 100,000-share sale pre-planned?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 06/25/2024.

Why were 7,051 RSUs reported as disposed of?

The form explains this represents a net settlement by the issuer of RSUs previously granted to satisfy applicable tax withholding obligations upon vesting and settlement.

What are the terms of the stock options reported?

The filing shows 100,000 stock options with an exercise price of $3.85, vesting that commenced on 04/20/2022 and described as 25% on the first anniversary then monthly over 36 months.

How many common shares does Venker beneficially own after these transactions?

The Form 4 shows direct common shares reported as 1,653,585 and 1,753,585 at different reported steps; derivative securities beneficially owned following the option award are reported as 8,038,897 (direct).