Roivant (NASDAQ: ROIV) president exercises options and sells 3M shares

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Roivant Sciences Ltd. President and Vant Chair Frank Torti reported a series of stock option exercises and related share sales. Between February 19 and 23, he exercised options to acquire a total of 3,000,000 Common Shares at an exercise price of $3.85 per share and then sold the same number of shares in open-market transactions.

The sales covered 1,400,000, 1,012,610, and 587,390 Common Shares at weighted average prices of $27.42, $27.15, and $27.51 per share, respectively, with individual trades occurring between $26.70 and $27.80. After these transactions, Torti directly owned 13,736,547 Common Shares and held 3,026,184 stock options.

Insights

Executive exercises 3M options and fully sells the resulting shares.

Frank Torti exercised options for 3,000,000 Roivant Common Shares at an exercise price of $3.85, then sold the same number of shares in open-market trades at weighted average prices around $27. This is a classic option exercise-and-sell sequence rather than an open-market share purchase.

Following these trades, Torti’s direct holdings were 13,736,547 Common Shares and 3,026,184 stock options. The filing notes the sales occurred in multiple transactions within price ranges from $26.70 to $27.80. Actual impact for investors depends on how they interpret sizable executive net sales relative to overall share float and prior ownership levels.

Insider Trade Summary

Net Seller: 3,000,000 shares ($82,039,460)

Net Sell 9 txns

Insider Torti Frank

Role President and Vant Chair

Sold 3,000,000 shs ($82.04M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	587,390	$0.00	--
Exercise	Common Shares	587,390	$3.85	$2.26M
Sale	Common Shares	587,390	$27.51	$16.16M
Exercise	Stock Option (Right to Buy)	1,012,610	$0.00	--
Exercise	Common Shares	1,012,610	$3.85	$3.90M
Sale	Common Shares	1,012,610	$27.15	$27.49M
Exercise	Stock Option (Right to Buy)	1,400,000	$0.00	--
Exercise	Common Shares	1,400,000	$3.85	$5.39M
Sale	Common Shares	1,400,000	$27.42	$38.39M

Holdings After Transaction: Stock Option (Right to Buy) — 3,026,184 shares (Direct); Common Shares — 14,323,937 shares (Direct)

Footnotes (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 Common Shares were sold in multiple transactions at prices ranging from $27.00 to $27.64, inclusive. These Common Shares were sold in multiple transactions at prices ranging from $26.70 to $27.45, inclusive. These Common Shares were sold in multiple transactions at prices ranging from $27.14 to $27.80, inclusive. Reflects an 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 to the reporting person's continuous service through each vesting date (except as otherwise provided in the award documentation).

Form 4 Insider Transactions: What Each Field Means →

02/23/2026 - 08:40 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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)
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	02/19/2026		M		1,400,000	A	$3.85	15,136,547	D
Common Shares	02/19/2026		S		1,400,000	D	$27.42⁽¹⁾⁽²⁾	13,736,547	D
Common Shares	02/20/2026		M		1,012,610	A	$3.85	14,749,157	D
Common Shares	02/20/2026		S		1,012,610	D	$27.15⁽¹⁾⁽³⁾	13,736,547	D
Common Shares	02/23/2026		M		587,390	A	$3.85	14,323,937	D
Common Shares	02/23/2026		S		587,390	D	$27.51⁽¹⁾⁽⁴⁾	13,736,547	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)
Stock Option (Right to Buy)	$3.85	02/19/2026		M			1,400,000	⁽⁵⁾	04/19/2032	Common Shares	1,400,000	$0	4,626,184	D
Stock Option (Right to Buy)	$3.85	02/20/2026		M			1,012,610	⁽⁵⁾	04/19/2032	Common Shares	1,012,610	$0	3,613,574	D
Stock Option (Right to Buy)	$3.85	02/23/2026		M			587,390	⁽⁵⁾	04/19/2032	Common Shares	587,390	$0	3,026,184	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.

2. These Common Shares were sold in multiple transactions at prices ranging from $27.00 to $27.64, inclusive.

3. These Common Shares were sold in multiple transactions at prices ranging from $26.70 to $27.45, inclusive.

4. These Common Shares were sold in multiple transactions at prices ranging from $27.14 to $27.80, inclusive.

5. Reflects an 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 to the reporting person's continuous service through each vesting date (except as otherwise provided in the award documentation).

Remarks:

The transactions reported on this Form 4 represent the disposition of the entirety of the reporting person's shares subject to the trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act entered into by the reporting person on November 20, 2025 which provided for the potential sale of up to 3,000,000 common shares held by the reporting person between February 19, 2026 and June 30, 2026.

	By: /s/ Jo Chen, as Attorney-in-Fact for Frank Torti	02/23/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Frank Torti reported exercising stock options for 3,000,000 Roivant Sciences Common Shares at $3.85 per share and selling the same 3,000,000 shares in open-market transactions at weighted average prices around $27 between February 19 and 23.

How many Roivant Sciences (ROIV) shares did Frank Torti sell and at what prices?

Frank Torti sold 3,000,000 Roivant Sciences Common Shares in three blocks: 1,400,000, 1,012,610, and 587,390 shares at weighted average prices of $27.42, $27.15, and $27.51, respectively, within ranges from $26.70 to $27.80.

How many Roivant Sciences (ROIV) shares and options does Frank Torti own after these transactions?

After the reported transactions, Frank Torti directly owned 13,736,547 Roivant Sciences Common Shares and held 3,026,184 stock options. These figures reflect his position following the February 19–23 option exercises and related open-market sales disclosed in the Form 4.

Were Frank Torti’s Roivant Sciences (ROIV) transactions open-market sales or private transfers?

The Form 4 identifies Frank Torti’s dispositions of Roivant Sciences Common Shares as open-market or private sales under transaction code “S,” with the description confirming they were sales in the open market or private transactions at specified weighted average prices.

What do the Form 4 footnotes say about Frank Torti’s Roivant (ROIV) sale prices?

The footnotes explain that reported prices are weighted averages and that individual trades occurred in multiple transactions. For example, certain Roivant Common Shares were sold in ranges from $27.00 to $27.64, from $26.70 to $27.45, and from $27.14 to $27.80 per share.

What information is provided about the Roivant (ROIV) stock options Frank Torti exercised?

The Form 4 notes the options relate to an award with a vesting start date of April 20, 2022. These options vest 25% on the first anniversary, then in 36 equal monthly installments, contingent on Frank Torti’s continuous service through each vesting date.