[Form 4] Roivant Sciences Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Roivant Sciences (ROIV) Form 4, filed 1 Aug 2025, discloses a large equity grant to President & Vant Chair Frank Torti. On 30 Jul 2025 he received (i) 1,836,547 time-based RSUs that vest 20 % after one year and quarterly thereafter, and (ii) 11,900,000 performance-based PSUs split into six price-hurdle tranches ($15–$30). Each tranche vests only after both a share-price test (30-day VWAP before 26 Jul 2029) and one additional year of service, followed by a two-year holding lock-up. The award was granted at $0 cost; no open-market buying occurred.

Post-grant, Torti’s beneficial ownership rises to 13,736,547 common shares, all held directly. While the structure tightly links vesting to long-term price performance, full issuance would add material dilution if all hurdles are met.

Insights

Corporate Governance Analyst

TL;DR: Large equity grant aligns incentives but carries dilution risk.

The mix of RSUs and tranche-based PSUs is typical for founder-style packages meant to retain leadership and push market cap targets. The multi-year price hurdles ($15–$30 vs. current price) and subsequent two-year holding period reduce short-term selling pressure and closely link payout to sustained performance. However, issuing up to 13.7 M shares (≈2–3 % of float, based on ROIV’s recent 500 M+ share count) could be dilutive, particularly if similar grants are repeated. Because it is an equity award, not an open-market purchase, it should be viewed as compensation expense rather than insider conviction buying. Overall impact is neutral to mildly positive for governance alignment.

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^*

Torti Frank

(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 and Vant Chair

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

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	07/30/2025		A		1,836,547(1)	A	$0	1,836,547	D
Common Shares	07/30/2025		A		11,900,000(2)(3)	A	$0	13,736,547	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

Explanation of Responses:

1. Reflects an award of restricted stock units with respect to Common Shares ("RSUs"), with a vesting commencement date of March 31, 2025, which service-vest (i) 20% on the first anniversary of the vesting commencement date and (ii) in 16 successive equal quarterly installments thereafter, subject to the reporting person's continuous service through each vesting date.

2. Reflects an award of performance restricted stock units with respect to Common Shares ("PSUs") across six share price hurdle tranches, as follows: $15.00 (14.71% of PSUs); $17.50 (7.35% of PSUs); $20.00 (8.82% of PSUs); $22.50 (11.77% of PSUs); $25.00 (22.06% of PSUs); and $30.00 (35.29% of PSUs). The PSUs will vest tranche-by-tranche on the first date that both the performance condition and the service condition with respect to the applicable tranche of the PSUs has been satisfied. The performance condition will be deemed satisfied for each tranche of PSUs on the first date, during the performance period ending on July 26, 2029, when the Company's trailing 30-day volume weighted average trading price per share for trading days during the performance period exceeds the share price hurdle applicable to such tranche (as specified above). (Continued in footnote 3)

3. (Continued from footnote 2) The service condition will be deemed satisfied for each tranche of PSUs on the first anniversary of the date on which the performance condition is first satisfied with respect to such tranche, subject to the reporting person's continuous service through such anniversary. In addition, following the satisfaction of the performance condition and service condition and the vesting of any tranche of the PSUs, the common shares underlying the applicable vested tranche of PSUs are subject to a further two-year holding period before such common shares may be sold.

	By: /s/ Jo Chen, as Attorney-in-Fact for Frank Torti	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many ROIV shares did Frank Torti acquire on 30 July 2025?

He received 1,836,547 time-based RSUs and 11,900,000 performance-based PSUs, totalling 13,736,547 potential shares.

What price hurdles apply to the ROIV performance stock units?

Six VWAP hurdles: $15.00, $17.50, $20.00, $22.50, $25.00 and $30.00 per share.

When do the ROIV RSUs granted to Frank Torti vest?

20 % after one year from 31 Mar 2025, then quarterly in 16 equal instalments, contingent on continued service.

Does this Form 4 indicate open-market buying of ROIV shares?

No. The shares were granted at $0 cost as equity compensation, not purchased on the market.

What is Frank Torti’s total beneficial ownership after the grant?

13,736,547 common shares, all held directly.