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Roivant Sciences (ROIV) director gets share award, settles taxes in stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Roivant Sciences Ltd. director Oren Ilan reported compensation-related share movements. He received an award of 896 Common Shares under the company’s Non-Employee Director Compensation Plan, which was fully vested on the grant date. To cover tax withholding obligations on previously granted shares that vested and settled, 95 Common Shares were withheld and settled on a net basis by the company. Following these transactions, Ilan directly holds 120,324 Common Shares.

Positive

  • None.

Negative

  • None.
Insider Oren Ilan
Role null
Type Security Shares Price Value
Grant/Award Common Shares 896 $0.00 --
Tax Withholding Common Shares 95 $29.83 $3K
Holdings After Transaction: Common Shares — 120,324 shares (Direct, null)
Footnotes (1)
  1. Reflects an award of Common Shares received pursuant to the Issuer's Non-Employee Director Compensation Plan that was fully vested as of the grant date. Represents the "net settlement" by the Issuer of Common Shares previously granted to the reporting person pursuant to the Issuer's Non-Employee Director Compensation Plan in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such Common Shares.
Share award 896 Common Shares Fully vested grant under Non-Employee Director Compensation Plan
Tax-withholding shares 95 Common Shares Net settlement to satisfy tax obligations on vested shares
Tax-withholding reference price $29.83 per share Reference price for 95-share withholding transaction
Holdings after grant 120,324 Common Shares Direct ownership following reported transactions
Non-Employee Director Compensation Plan financial
"received pursuant to the Issuer's Non-Employee Director Compensation Plan that was fully vested"
fully vested financial
"received pursuant to the Issuer's Non-Employee Director Compensation Plan that was fully vested as of the grant date"
net settlement financial
"Represents the "net settlement" by the Issuer of Common Shares previously granted"
tax withholding obligations financial
"in order to satisfy applicable tax withholding obligations in connection with the vesting"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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*
Oren Ilan
(Last)(First)(Middle)
C/O ROIVANT SCIENCES LTD.
7TH FLOOR, 50 BROADWAY
(Street)
LONDONSW1H 0DB
(City)(State)(Zip)
UNITED KINGDOM
(Country)		2. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares04/17/2026A896(1)A$0(1)120,324D
Common Shares04/17/2026F95(2)D$29.83120,229D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects an award of Common Shares received pursuant to the Issuer's Non-Employee Director Compensation Plan that was fully vested as of the grant date.
2. Represents the "net settlement" by the Issuer of Common Shares previously granted to the reporting person pursuant to the Issuer's Non-Employee Director Compensation Plan in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such Common Shares.
By: /s/ Jo Chen, as Attorney-in-Fact for Ilan Oren04/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Roivant Sciences (ROIV) director Oren Ilan report in this Form 4?

Director Oren Ilan reported an award of 896 Roivant Sciences Common Shares and a related withholding of 95 shares for taxes. These compensation-related transactions reflect vesting under the Non-Employee Director Compensation Plan, leaving him with 120,324 Common Shares directly held.

How many Roivant Sciences (ROIV) shares did Oren Ilan receive as a grant?

Oren Ilan received an award of 896 Roivant Sciences Common Shares at no cost under the Non-Employee Director Compensation Plan. The award was fully vested on the grant date, representing equity compensation rather than an open-market purchase transaction.

Why were 95 Roivant Sciences (ROIV) shares disposed of in this filing?

The 95 Roivant Sciences Common Shares were disposed of to satisfy tax withholding obligations. The company net-settled previously granted shares upon vesting and settlement, using those 95 shares to cover applicable taxes instead of an open-market sale by the director.

What is Oren Ilan’s Roivant Sciences (ROIV) ownership after these transactions?

After the reported grant and tax-withholding disposition, Oren Ilan directly holds 120,324 Roivant Sciences Common Shares. This figure reflects his updated equity position following the fully vested award and the net settlement of shares for tax obligations.

Were Oren Ilan’s Roivant Sciences (ROIV) transactions open-market buys or sells?

No open-market buys or sells were reported. The Form 4 shows a grant of 896 fully vested Common Shares as compensation and a 95-share tax-withholding disposition via net settlement, both under Roivant’s Non-Employee Director Compensation Plan.

What does 'net settlement' mean in the Roivant Sciences (ROIV) Form 4 footnote?

In this context, “net settlement” means Roivant withheld 95 previously granted shares to cover tax obligations when those shares vested, delivering only the remaining shares to Oren Ilan instead of requiring a separate cash payment for the taxes due.