Roivant (ROIV) president uses 7,051 shares to cover RSU tax

Rhea-AI Filing Summary

Roivant Sciences Ltd. President & Immunovant CEO Eric Venker reported a Form 4 showing a tax-related share disposition. On this date, 7,051 common shares were withheld and net-settled by the company to satisfy tax withholding obligations arising from the vesting of previously granted RSUs. After this tax-withholding disposition, Venker directly owned 1,647,546 common shares.

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^*

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)
02/20/2026

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	02/20/2026		F		7,051(1)	D	$27.15	1,647,546	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. 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.

Remarks:

	By: /s/ Jo Chen, as Attorney-in-Fact for Eric Venker	02/24/2026
	** 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 insider transaction did Roivant Sciences (ROIV) report for Eric Venker?

Roivant Sciences reported that President & Immunovant CEO Eric Venker had 7,051 common shares withheld in a tax-withholding disposition. The shares were net-settled to cover taxes due on vesting restricted stock units previously granted to him.

Was Eric Venker’s Roivant (ROIV) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were net-settled by the company to satisfy tax obligations tied to vesting RSUs, rather than sold in the market by Venker.

How many Roivant (ROIV) shares were involved in Eric Venker’s tax-withholding disposition?

The Form 4 reports that 7,051 Roivant common shares were used in a tax-withholding disposition. These shares were applied to cover taxes when Venker’s previously granted restricted stock units vested and settled into shares.

How many Roivant Sciences (ROIV) shares does Eric Venker hold after this Form 4 transaction?

After the reported tax-withholding disposition, Eric Venker directly owned 1,647,546 Roivant common shares. This figure reflects his holdings following the net settlement of shares used to satisfy his RSU-related tax obligations.

What does the footnote on Eric Venker’s Roivant (ROIV) Form 4 explain?

The footnote explains that the transaction represents a “net settlement” of previously granted RSUs. Roivant withheld shares to satisfy applicable tax withholding obligations when those restricted stock units vested and were settled into common shares.

What transaction code is used in Eric Venker’s Roivant (ROIV) Form 4 and what does it mean?

The Form 4 uses transaction code F, which indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects a tax-withholding disposition connected to the vesting and settlement of Venker’s restricted stock units.