Roivant Sciences withholds 19,976 shares for CIO taxes

Shares issued on PSU settlement, except those withheld for taxes, remain subject to a two-year holding period measured from satisfaction of the service condition.

Rhea-AI Filing Summary

Roivant Sciences Ltd. President & CIO and director Mayukh Sukhatme had 19,976 common shares withheld on October 16, 2026, through the issuer’s net settlement of performance restricted stock units to satisfy tax-withholding obligations after performance and service conditions were met. The reported price was $33.53 per share, and his reported direct holdings following the transaction were 18,563,884 common shares.

Additional PSUs that have satisfied both conditions will be settled in future installments. Shares issued on settlement, excluding those withheld for taxes, remain subject to a two-year holding period measured from satisfaction of the service condition.

Insider Trade Summary

Tax Withholding: 19,976 shares

Tax Withholding 1 txn

Insider Sukhatme Mayukh

Role President & CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares F1	19,976	$33.53	$670K

Holdings After Transaction: Common Shares — 18,563,884 shares (Direct)

Footnotes (1)

1. F1. Represents the "net settlement" by the Issuer of performance restricted stock units ("PSUs"), previously granted to the reporting person on July 26, 2024, in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of a portion of such PSUs following the achievement of both the performance-based vesting conditions (the "Performance Condition") and service-based vesting conditions (the "Service Condition") applicable to such PSUs. Additional PSUs that have satisfied both the Performance Condition and the Service Condition will be settled in one or more future instalments in accordance with their terms. The Common Shares issued on settlement of the PSUs (excluding those withheld for tax withholding obligations, as described above) remain subject to a two-year holding period before such Common Shares may be sold, measured from the date the Service Condition of the PSUs is satisfied.

Key Figures

Shares withheld: 19,976 common shares Reported per-share price: $33.53 per share Direct holdings after transaction: 18,563,884 common shares +1 more

4 metrics

Shares withheld 19,976 common shares Net settlement for tax-withholding obligations on October 16, 2026

Reported per-share price $33.53 per share Net settlement reported for October 16, 2026

Direct holdings after transaction 18,563,884 common shares Following the October 16, 2026 transaction

Holding period 2 years Common shares issued on PSU settlement, excluding shares withheld for taxes

Key Terms

net settlement, performance restricted stock units, Performance Condition, Service Condition

4 terms

net settlement financial

"net settlement by the Issuer ... to satisfy applicable tax withholding obligations"

performance restricted stock units financial

"settlement of performance restricted stock units (PSUs)"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

Performance Condition technical

"achievement of both the Performance Condition and Service Condition"

Service Condition technical

"achievement of both the Performance Condition and Service Condition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ROIV shares did President & CIO Mayukh Sukhatme have withheld?

On October 16, 2026, 19,976 common shares were withheld in the issuer’s net settlement of performance restricted stock units to satisfy tax-withholding obligations. The reported price was $33.53 per share, and Mayukh Sukhatme’s reported direct holdings afterward were 18,563,884 common shares.

What happens to the other ROIV performance stock unit shares?

Additional performance stock units that satisfied both the performance and service conditions will be settled in future installments. Common shares issued on settlement, excluding those withheld for tax obligations, remain subject to a two-year holding period measured from the date the service condition is satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/20/2026 - 05:42 PM EDT Accepted by SEC EDGAR 10/20/2026 - 05:42 PM EDT Learn about SEC filing dates

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^*

Sukhatme Mayukh

(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)
	President & CIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2026

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	10/16/2026		F		19,976	D	$33.53	18,563,884(1)	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 performance restricted stock units ("PSUs"), previously granted to the reporting person on July 26, 2024, in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of a portion of such PSUs following the achievement of both the performance-based vesting conditions (the "Performance Condition") and service-based vesting conditions (the "Service Condition") applicable to such PSUs. Additional PSUs that have satisfied both the Performance Condition and the Service Condition will be settled in one or more future instalments in accordance with their terms. The Common Shares issued on settlement of the PSUs (excluding those withheld for tax withholding obligations, as described above) remain subject to a two-year holding period before such Common Shares may be sold, measured from the date the Service Condition of the PSUs is satisfied.

Remarks:

	By: /s/ Sam Kaplan, as Attorney-in-Fact for Mayukh Sukhatme	10/20/2026
	** 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)