Roivant Form 4: President receives 11.9M PSUs & 1.8M RSUs
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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Shares | 1,836,547 | $0.00 | -- |
| Grant/Award | Common Shares | 11,900,000 | $0.00 | -- |
Footnotes (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. 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) (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.
