[Form 4] Roivant Sciences Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Eric Venker at Roivant Sciences (ROIV) show multiple option exercises and open-market sales executed under a Rule 10b5-1 plan. Between 10/06/2025 and 10/08/2025, the reporting person exercised options at strike prices of $15.85, $7.45, and $3.85 and sold a total of 665,159 common shares at weighted-average prices reported up to $16.34. Following these transactions the filing reports beneficial ownership of 1,504,959 common shares. Several exercised option grants are described as fully vested or subject to stated vesting schedules.

Positive

• Use of a Rule 10b5-1 trading plan provides a pre-established compliance framework for the reported sales
• Options exercised were largely vested, allowing conversion without additional service contingencies

Negative

• Total reported sales of 665,159 shares between 10/06/2025 and 10/08/2025 reduced insider holdings materially
• Weighted-average sale prices varied up to $16.34, indicating sales at multiple price levels which may affect near-term float

Insights

Corporate Governance Analyst

TL;DR: Insider exercised vested options and sold 665,159 shares under a 10b5-1 plan over three days.

The reporting person converted multiple stock options into common shares at strikes of $15.85, $7.45, and $3.85, increasing share counts from option exercise while concurrently selling shares. Sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 03/28/2025, with weighted-average sale prices disclosed up to $16.34.

Key dependencies include the 10b5-1 plan terms and the vesting status of awards (some fully vested, others with scheduled vesting). Monitor short-term dilution and insider ownership level of 1,504,959 shares as the primary near-term metric; any future planned sales under a continuing plan could further change ownership within weeks.

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).

X

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)
10/06/2025

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	10/06/2025		M		127,355	A	$15.85	1,632,314	D
Common Shares	10/06/2025		M		24,900	A	$7.45	1,657,214	D
Common Shares	10/06/2025		M		19,141	A	$3.85	1,676,355	D
Common Shares	10/06/2025		S		171,396	D	$16.34(1)	1,504,959	D
Common Shares	10/07/2025		M		67,171	A	$15.85	1,572,130	D
Common Shares	10/07/2025		M		107,131	A	$7.45	1,679,261	D
Common Shares	10/07/2025		M		180,859	A	$3.85	1,860,120	D
Common Shares	10/07/2025		S		355,161	D	$16.15(1)	1,504,959	D
Common Shares	10/08/2025		M		10,307	A	$15.85	1,515,266	D
Common Shares	10/08/2025		M		128,295	A	$7.45	1,643,561	D
Common Shares	10/08/2025		S		138,602	D	$16.2(1)	1,504,959	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
Stock Option (Right to Buy)	$15.85	10/06/2025		M			127,355	(2)	03/31/2026	Common Stock	127,355	$0	1,054,528	D
Stock Option (Right to Buy)	$7.45	10/06/2025		M			24,900	(3)	11/20/2027	Common Stock	24,900	$0	235,426	D
Stock Option (Right to Buy)	$3.85	10/06/2025		M			19,141	(4)	04/19/2032	Common Stock	19,141	$0	6,457,382	D
Stock Option (Right to Buy)	$15.85	10/07/2025		M			67,171	(2)	03/31/2026	Common Stock	67,171	$0	987,357	D
Stock Option (Right to Buy)	$7.45	10/07/2025		M			107,131	(3)	11/20/2027	Common Stock	107,131	$0	128,295	D
Stock Option (Right to Buy)	$3.85	10/07/2025		M			180,859	(4)	04/19/2032	Common Stock	180,859	$0	6,276,523	D
Stock Option (Right to Buy)	$15.85	10/08/2025		M			10,307	(2)	03/31/2026	Common Stock	10,307	$0	977,050	D
Stock Option (Right to Buy)	$7.45	10/08/2025		M			128,295	(3)	11/20/2027	Common Stock	128,295	$0	0	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the range. These sales were effected by the reporting person pursuant to a Rule 10b5-1 trading plan adopted on March 28, 2025.

2. Award of stock options to purchase Common Shares with a vesting commencement date of December 27, 2019. These options are fully vested.

3. Award of stock options to purchase Common Shares with a vesting commencement date of October 16, 2017. These options are fully vested.

4. Award of stock options to purchase Common Shares with a vesting commencement date of April 20, 2022. These options vest and become exercisable (i) 25% on the first anniversary of the vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject generally to the reporting person's continuous service through each vesting date (unless otherwise provided in the applicable award documentation).

	By: /s/ Jo Chen, as Attorney-in-Fact for Eric Venker	10/08/2025
	** 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 did Eric Venker report on Form 4 for ROIV?

He exercised multiple stock options and sold 665,159 common shares under a Rule 10b5-1 plan between 10/06/2025 and 10/08/2025.

How many shares does the reporting person own after these transactions (ROIV)?

Beneficial ownership reported is 1,504,959 common shares following the transactions.

Were the option awards vested when exercised?

Yes. Some awarded options are described as fully vested and others have specified vesting schedules in the filing.

Were the sales part of an organized trading plan for ROIV insider sales?

Yes. The filing states sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 03/28/2025.

What price range appears in the Form 4 for these ROIV transactions?

The filing reports weighted-average sale prices up to $16.34 and exercises at strikes of $15.85, $7.45, and $3.85.