Tax withholding trims Frank Torti’s Roivant Sciences (ROIV) share count

Q: What did Roivant Sciences (ROIV) insider Frank Torti report in this Form 4?

Frank Torti reported a tax-withholding disposition of 40,310 Roivant common shares . The shares were withheld upon RSU vesting to satisfy tax obligations, rather than sold on the open market, and are part of routine equity compensation.

Q: How many Roivant (ROIV) shares were withheld for Frank Torti’s taxes?

A total of 40,310 common shares of Roivant Sciences were withheld. The shares were valued at $35.39 per share and were used to cover tax liabilities arising from the vesting and settlement of previously granted RSUs.

Q: Did Frank Torti sell Roivant Sciences (ROIV) shares in the market?

No, the filing shows a tax-withholding transaction , not an open-market sale. The issuer net settled RSUs by withholding shares to cover taxes due at vesting, a common administrative step in equity compensation programs.

Q: What was the price used for Frank Torti’s Roivant tax-withholding shares?

The 40,310 common shares withheld for taxes were valued at $35.39 per share . This price is used in the Form 4 to calculate the value of shares delivered to satisfy tax obligations tied to RSU vesting.

Q: What is the transaction code 'F' in Roivant (ROIV) insider Frank Torti’s Form 4?

Transaction code "F" indicates payment of a tax liability by delivering securities . In this case, Roivant Sciences net settled RSUs by withholding shares from Frank Torti to cover applicable tax withholding obligations upon vesting.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Roivant Sciences Ltd. reported that President and Vant Chair Frank Torti had 40,310 common shares withheld on June 30, 2026 to cover tax obligations. The shares were "net settled" from previously granted RSUs when they vested, rather than sold in the open market.

After this tax-withholding disposition, Torti directly holds 13,536,202 common shares, indicating this was a routine compensation-related event rather than a change in his overall investment stance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Torti Frank

Role President and Vant Chair

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	40,310	$35.39	$1.43M

Holdings After Transaction: Common Shares — 13,536,202 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for tax: 40,310 shares Tax-withholding price: $35.39 per share Shares held after transaction: 13,536,202 shares +2 more

5 metrics

Shares withheld for tax 40,310 shares Tax-withholding disposition of common shares on June 30, 2026

Tax-withholding price $35.39 per share Value assigned to withheld Roivant common shares

Shares held after transaction 13,536,202 shares Direct Roivant common share holdings following tax withholding

Tax-withholding transaction count 1 transaction Single Form 4 entry coded F for tax withholding

RSU-related disposition Net settlement of vested RSUs Shares withheld to satisfy RSU tax obligations

Key Terms

RSUs, net settlement, tax withholding obligations, tax-withholding disposition, +1 more

5 terms

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"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:01 PM Accepted by SEC EDGAR 07/02/2026 - 07:01 PM

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^*

Torti Frank

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Vant Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	06/30/2026		F		40,310⁽¹⁾	D	$35.39	13,536,202	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Richard Pulik, as Attorney-in-Fact for Frank Torti	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Roivant Sciences (ROIV) insider Frank Torti report in this Form 4?

Frank Torti reported a tax-withholding disposition of 40,310 Roivant common shares. The shares were withheld upon RSU vesting to satisfy tax obligations, rather than sold on the open market, and are part of routine equity compensation.

How many Roivant (ROIV) shares were withheld for Frank Torti’s taxes?

A total of 40,310 common shares of Roivant Sciences were withheld. The shares were valued at $35.39 per share and were used to cover tax liabilities arising from the vesting and settlement of previously granted RSUs.

Did Frank Torti sell Roivant Sciences (ROIV) shares in the market?

No, the filing shows a tax-withholding transaction, not an open-market sale. The issuer net settled RSUs by withholding shares to cover taxes due at vesting, a common administrative step in equity compensation programs.

How many Roivant (ROIV) shares does Frank Torti hold after this transaction?

Following the tax-withholding disposition, Frank Torti directly holds 13,536,202 common shares of Roivant Sciences. This large remaining position suggests the event is administrative in nature, reflecting compensation and tax treatment rather than portfolio rebalancing.

What was the price used for Frank Torti’s Roivant tax-withholding shares?

The 40,310 common shares withheld for taxes were valued at $35.39 per share. This price is used in the Form 4 to calculate the value of shares delivered to satisfy tax obligations tied to RSU vesting.

What is the transaction code 'F' in Roivant (ROIV) insider Frank Torti’s Form 4?

Transaction code "F" indicates payment of a tax liability by delivering securities. In this case, Roivant Sciences net settled RSUs by withholding shares from Frank Torti to cover applicable tax withholding obligations upon vesting.