Roivant Sciences (ROIV) director reports share grant and tax withholding

Rhea-AI Filing Summary

Roivant Sciences director Oren Ilan reported stock-based compensation and related tax withholding transactions. On 01/20/2026, he received 1,164 Common Shares at $0 under Roivant Sciences Ltd.'s Non-Employee Director Compensation Plan, and this award was fully vested on the grant date. On the same day, 124 Common Shares were withheld and settled at $22.98 per share to cover applicable tax obligations tied to the vesting and settlement of previously granted shares. After these transactions, he directly owned 119,428 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^*

Oren Ilan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		A		1,164(1)	A	$0(1)	119,552	D
Common Shares	01/20/2026		F		124(2)	D	$22.98	119,428	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 Common Shares received pursuant to the Issuer's Non-Employee Director Compensation Plan that was fully vested as of the grant date.

2. Represents the "net settlement" by the Issuer of Common Shares previously granted to the reporting person pursuant to the Issuer's Non-Employee Director Compensation Plan in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such Common Shares.

	By: /s/ Jo Chen, as Attorney-in-Fact for Ilan Oren	01/22/2026
	** 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 transactions did Roivant Sciences (ROIV) director Oren Ilan report?

Oren Ilan reported receiving 1,164 Roivant Sciences Ltd. Common Shares as an award and a separate transaction in which 124 Common Shares were withheld to satisfy tax obligations.

How many Roivant Sciences (ROIV) shares does Oren Ilan own after these Form 4 transactions?

Following the reported transactions, Oren Ilan directly owned 119,428 Common Shares of Roivant Sciences Ltd.

What is the nature of the share award to Roivant Sciences (ROIV) director Oren Ilan?

The 1,164 Common Shares were an award under Roivant Sciences Ltd.'s Non-Employee Director Compensation Plan and were fully vested on the grant date.

Why were 124 Roivant Sciences (ROIV) shares withheld in Oren Ilan’s Form 4 filing?

The 124 Common Shares reflect a net settlement used to satisfy applicable tax withholding obligations related to the vesting and settlement of previously granted shares.

At what price were the withheld Roivant Sciences (ROIV) shares valued in Oren Ilan’s Form 4?

The 124 withheld Common Shares were valued at $22.98 per share for purposes of satisfying tax withholding obligations.

Is Oren Ilan’s ownership of Roivant Sciences (ROIV) shares reported as direct or indirect?

The Form 4 reports Oren Ilan’s ownership of Roivant Sciences Ltd. Common Shares as direct (D) ownership.