Roivant Sciences (ROIV) CEO settles CVARs and withholds shares for tax payments

Rhea-AI Filing Summary

Roivant Sciences CEO Matthew Gline exercised capped value appreciation rights and had shares withheld to cover taxes. On March 30, 2026, 2,178,150 vested CVARs were settled into 97,319 Common Shares, and a portion of these was net-settled to satisfy tax withholding obligations. On March 31, 2026, additional Common Shares from previously granted RSUs were also net-settled for tax withholding. After these compensation-related transactions, Gline directly held 17,025,890 Common Shares, indicating he retained a large equity position and that the dispositions were primarily for tax obligations rather than open-market trading.

Insights

Equity compensation analyst

Routine equity vesting with tax withholding; no open‑market trades.

The CEO of Roivant Sciences Ltd. exercised capped value appreciation rights (CVARs) that converted 2,178,150 vested rights into 97,319 Common Shares. Footnotes describe this as settlement upon meeting a hurdle price, not a market purchase.

Two F-code transactions show "net settlement" of both CVARs and previously granted RSUs to satisfy tax withholding, at share values of $26.41 and $27.70 per share. These are non-market dispositions and do not represent discretionary selling.

Following the transactions, the CEO directly held 17,025,890 Common Shares, indicating the withheld 358,510 shares are a small portion of his total stake. Overall, this looks like standard equity compensation vesting rather than a directional signal on March 30–31, 2026.

Insider Trade Summary

2,178,150 shares exercised/converted

Mixed 4 txns

Insider Gline Matthew

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	304,684	$27.70	$8.44M
Exercise	Capped Value Appreciation Rights	2,178,150	$11.50	$25.05M
Exercise	Common Shares	97,319	$0.00	--
Tax Withholding	Common Shares	53,826	$26.41	$1.42M

Holdings After Transaction: Common Shares — 17,025,890 shares (Direct); Capped Value Appreciation Rights — 0 shares (Direct)

Footnotes (1)

1. Reflects the conversion of capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, to an amount equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of a Common Share (capped at $12.68 per share) as of the relevant date of determination over (B) the applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount"). On March 30, 2026, the hurdle price applicable to 2,178,150 vested CVARs was satisfied and, accordingly, the CVARs were settled into 97,319 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 30, 2026. Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such CVARs. 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. Award of CVARs is fully vested.

Key Figures

CVARs exercised: 2,178,150 rights Shares from CVAR settlement: 97,319 Common Shares Tax withholding from CVARs: 53,826 shares at $26.41 +4 more

7 metrics

CVARs exercised 2,178,150 rights Vested capped value appreciation rights settled on March 30, 2026

Shares from CVAR settlement 97,319 Common Shares Common Shares received upon CVAR settlement on March 30, 2026

Tax withholding from CVARs 53,826 shares at $26.41 F-code net settlement to satisfy tax withholding on March 30, 2026

Tax withholding from RSUs 304,684 shares at $27.70 F-code net settlement of RSUs for tax withholding on March 31, 2026

Shares withheld for taxes total 358,510 shares Combined F-code tax-withholding dispositions reported in transaction summary

Common Shares held after transactions 17,025,890 shares Direct Common Share holdings following March 31, 2026 transaction

CVAR cap value $12.68 per share Fair market value cap used in CVAR Amount calculation

Key Terms

Capped Value Appreciation Rights, CVAR Amount, net settlement, RSUs, +1 more

5 terms

Capped Value Appreciation Rights financial

"Reflects the conversion of capped value appreciation rights ("CVARs") that entitle the reporting person..."

CVAR Amount financial

"such excess, the "CVAR Amount"."

net settlement financial

"Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding..."

RSUs financial

"net settlement" by the Issuer of RSUs previously granted to the reporting person..."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement..."

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Gline Matthew

(Last) (First) (Middle)

C/O ROIVANT SCIENCES LTD.

7TH FLOOR, 50 BROADWAY

(Street)

LONDON SW1H 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/30/2026		M(1)(2)		97,319	A	(1)(2)	17,384,400	D
Common Shares	03/30/2026		F(3)		53,826	D	$26.41	17,330,574	D
Common Shares	03/31/2026		F		304,684(4)	D	$27.7	17,025,890	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
Capped Value Appreciation Rights	(1)(2)	03/30/2026		M			2,178,150(1)(2)	(1)(2)(5)	03/31/2026	Common Shares	97,319(1)(2)	$11.5	0	D

Explanation of Responses:

1. Reflects the conversion of capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, to an amount equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of a Common Share (capped at $12.68 per share) as of the relevant date of determination over (B) the applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount").

2. On March 30, 2026, the hurdle price applicable to 2,178,150 vested CVARs was satisfied and, accordingly, the CVARs were settled into 97,319 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 30, 2026.

3. Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such CVARs.

4. 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.

5. Award of CVARs is fully vested.

Remarks:

	By: /s/ Jo Chen, as Attorney-in-Fact for Matthew Gline	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Roivant Sciences (ROIV) CEO report in this Form 4?

The CEO reported exercising capped value appreciation rights into 97,319 Common Shares and two related F-code transactions where shares were net-settled to cover tax withholding obligations on both CVARs and previously granted RSUs, with no open-market buying or selling disclosed.

How many Roivant Sciences (ROIV) shares does the CEO hold after these transactions?

After these transactions, CEO Matthew Gline directly holds 17,025,890 Common Shares of Roivant Sciences. This post-transaction balance, reported in the Form 4 tables, shows he retained a substantial equity stake after the CVAR settlement and related tax-withholding share dispositions.

What are capped value appreciation rights (CVARs) in the Roivant Sciences (ROIV) filing?

CVARs give the holder value equal to vested units times the excess of a Common Share’s fair market value, capped at $12.68, over a hurdle price. In this filing, 2,178,150 vested CVARs were settled into 97,319 Common Shares once the applicable hurdle price was satisfied.

Were the Roivant Sciences (ROIV) CEO’s share dispositions open-market sales?

No. The Form 4 labels both dispositions with code F, and footnotes state they represent "net settlement" by the issuer to satisfy tax withholding obligations on CVAR and RSU vesting, rather than discretionary open-market stock sales by the CEO.

What prices are referenced for the Roivant Sciences (ROIV) CEO’s tax-withholding share settlements?

The filing shows tax-withholding dispositions of Common Shares at $26.41 per share for 53,826 shares and $27.70 per share for 304,684 shares. These values are used to calculate the number of shares needed to satisfy applicable tax obligations on equity vesting.

Did the Roivant Sciences (ROIV) CEO retain any derivative interests after these CVAR exercises?

The derivative table shows 2,178,150 CVARs exercised with 0 remaining for that award, and the derivative summary is empty. Footnotes also state the CVAR award is fully vested, indicating this particular CVAR position was fully settled into Common Shares.