[Form 4] Roivant Sciences Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Roivant Sciences Ltd. (ROIV) insider filing shows Eric Venker, President & Immunovant CEO, reporting option awards and multiple share sales. The Form 4 discloses grants of stock options exercisable at $3.85 covering 1,562,374 options in total (1,000,000 on 09/19/2025; 462,374 and 100,000 on 09/22/2025) with an April 19, 2032 expiration and vesting tied to a 04/20/2022 commencement schedule. The filing also reports open-market sales totaling 1,711,000 common shares across 09/19–09/23/2025 at weighted-average prices disclosed in ranges (examples: $14.95, $14.99, $15.01, $14.83), some effected pursuant to a Rule 10b5-1 trading plan adopted June 25, 2024. Post-transactions, reported beneficial ownership figures for common stock and underlying options are shown on the form.

Positive

• 1,562,374 stock options granted at a $3.85 exercise price, increasing potential long-term alignment with shareholders
• Sales disclosure includes explicit notice that some transactions were effected under a Rule 10b5-1 trading plan, which provides pre-clearance context
• Filing includes vesting schedule and option expiration date (04/19/2032), improving transparency

Negative

• Reported open-market sales total 1,711,000 common shares across 09/19–09/23/2025, reducing the reporting person's direct share holdings
• Sales executed at weighted-average prices in the approximately $14.83–$15.01 range, representing material monetization during the reporting period

Insights

Financial Analyst

TL;DR: Insider received sizeable option awards while executing significant open-market sales; activity is material for monitoring but appears structured.

The filing records grants of 1,562,374 stock options at a $3.85 exercise price, expiring 04/19/2032, which increase potential long-term equity exposure if exercised. Concurrently, the reporting person sold 1,711,000 common shares between 09/19 and 09/23/2025 at reported weighted-average prices in the ~$14.8–$15.0 range, with some sales under a Rule 10b5-1 plan. For investors, this combination changes reported short-term free float and signals exercise/monetization activity while preserving long-term option-based upside.

Corporate Governance Expert

TL;DR: Disclosure is compliant and includes 10b5-1 plan notice; timing and amounts are clearly reported.

The Form 4 includes explicit statements about the Rule 10b5-1 trading plan and weighted-average pricing disclosures, and it is signed by an attorney-in-fact. The grant vesting schedule is documented and tied to continuous service from a 04/20/2022 commencement date. From a governance perspective, the filing provides the required transparency about material insider transactions and award mechanics.

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)
09/19/2025

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	09/19/2025		M		1,000,000	A	$3.85	2,653,585	D
Common Shares	09/19/2025		S		683,818	D	$14.95(1)	1,969,767	D
Common Shares	09/22/2025		M		462,374	A	$3.85	2,432,141	D
Common Shares	09/22/2025		M		100,000	A	$3.85	2,532,141	D
Common Shares	09/22/2025		S		316,182	D	$14.99(1)	2,215,959	D
Common Shares	09/22/2025		S		100,000	D	$15.01(2)	2,115,959	D
Common Shares	09/23/2025		S		611,000	D	$14.83(1)	1,504,959	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	09/19/2025		M			1,000,000	(3)	04/19/2032	Common Stock	1,000,000	$0	7,038,897	D
Stock Option (Right to Buy)	$3.85	09/22/2025		M			462,374	(3)	04/19/2032	Common Stock	462,374	$0	6,576,523	D
Stock Option (Right to Buy)	$3.85	09/22/2025		M			100,000	(3)	04/19/2032	Common Stock	100,000	$0	6,476,523	D

Explanation of Responses:

1. 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. 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	09/23/2025
	** 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 option awards did Eric Venker receive in the Form 4 for ROIV?

The Form 4 reports grants totaling 1,562,374 stock options (1,000,000 on 09/19/2025; 462,374 and 100,000 on 09/22/2025) with an exercise price of $3.85 and an expiration date of 04/19/2032.

How many ROIV shares did the reporting person sell and at what prices?

The filing shows sales totaling 1,711,000 common shares between 09/19–09/23/2025 at reported weighted-average prices within the range of about $14.83 to $15.01.

Were any sales executed under a Rule 10b5-1 plan?

Yes. The filing states that certain sales were effected pursuant to a Rule 10b5-1 trading plan adopted on June 25, 2024.

What vesting schedule applies to the awarded options?

The options have a vesting commencement date of 04/20/2022 and vest 25% on the first anniversary, then in 36 equal monthly installments thereafter, subject to continuous service.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 is signed by /s/ Jo Chen, as Attorney-in-Fact for Eric Venker dated 09/23/2025.