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Roivant (NASDAQ: ROIV) executive settles RSU taxes with shares

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

Rhea-AI Filing Summary

Roivant Sciences Ltd. reported that President and Vant Chair Frank Torti had 160,035 common shares withheld on March 31, 2026 to cover tax obligations tied to previously granted RSUs. The issuer net settled these RSUs to satisfy applicable tax withholding, and Torti now directly holds 13,576,512 common shares.

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Insider Torti Frank
Role President and Vant Chair
Type Security Shares Price Value
Tax Withholding Common Shares 160,035 $27.70 $4.43M
Holdings After Transaction: Common Shares — 13,576,512 shares (Direct)
Footnotes (1)
  1. [object Object]
Shares withheld for taxes 160,035 shares Net settlement of RSUs on March 31, 2026
Transaction share price $27.70 per share Value used for RSU tax-withholding disposition
Shares held after transaction 13,576,512 shares Direct ownership following RSU net settlement
RSUs financial
"Represents the "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.
net settlement financial
"Represents the "net settlement" by the Issuer of RSUs previously granted"
tax withholding obligations financial
"in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement"
vesting and settlement financial
"in connection with the vesting and settlement of such RSUs"
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*
Torti Frank

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and Vant Chair
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
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 Shares03/31/2026F160,035(1)D$27.713,576,512D
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. 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 Frank Torti04/02/2026
** 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)

FAQ

What insider transaction did Roivant Sciences (ROIV) report for Frank Torti?

Roivant Sciences reported that Frank Torti had 160,035 common shares withheld as part of a net settlement of previously granted RSUs. The shares were used to satisfy tax withholding obligations when those RSUs vested and settled.

Was Frank Torti’s Roivant (ROIV) transaction an open-market sale of shares?

No, the transaction was not an open-market sale. It was a tax-withholding disposition where 160,035 common shares were delivered back to the issuer to satisfy tax obligations arising from RSU vesting and settlement.

How many Roivant Sciences (ROIV) shares does Frank Torti hold after this Form 4?

After the tax-withholding disposition, Frank Torti directly holds 13,576,512 Roivant Sciences common shares. This figure reflects his direct ownership immediately following the net settlement of RSUs used to satisfy applicable tax withholding obligations.

What was the price per share used in Frank Torti’s Roivant (ROIV) tax withholding?

The transaction used a price of $27.70 per common share. This price applied to the 160,035 shares delivered in the net settlement to cover tax withholding obligations related to the vesting and settlement of previously granted RSUs.

What does ‘net settlement’ of RSUs mean in Roivant Sciences’ Form 4?

Net settlement means the issuer withholds a portion of vested RSU shares instead of requiring cash for taxes. For Frank Torti, Roivant withheld 160,035 common shares to satisfy applicable tax withholding obligations when his previously granted RSUs vested and settled.
Roivant Sciences

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Biotechnology
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United Kingdom
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