Roivant Sciences Ltd.

11/12/2026 | Press release | Distributed by Public on 11/12/2026 20:04

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Torti Frank
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
(Last) (First) (Middle)
C/O ROIVANT SCIENCES LTD., 7TH FLOOR, 50 BROADWAY
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2026
(Street)
LONDON SW1H 0DB
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/10/2026 J(1)(2) 173,683(1)(2) D $40.43(3) 13,322,210 D
Common Shares 11/10/2026 J(1)(2) 218,369(1)(2) D $41.13(4) 13,103,841 D
Common Shares 11/11/2026 J(1)(2) 240,755(1)(2) D $41.63(5) 12,863,086 D
Common Shares 11/11/2026 J(1)(2) 151,293(1)(2) D $42.01(6) 12,711,793 D
Common Shares 11/12/2026 J(1)(2) 329,550(1)(2) D $40.36(7) 12,382,243 D
Common Shares 11/12/2026 J(1)(2) 62,493(1)(2) D $41.13(8) 12,319,750 D
Common Shares 11/12/2026 F(2)(9) 12,800(9) D $41.85(9) 12,306,950 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Torti Frank
C/O ROIVANT SCIENCES LTD.
7TH FLOOR, 50 BROADWAY
LONDON SW1H 0DB
President and Vant Chair

Signatures

By: /s/ Sam Kaplan, as Attorney-in-Fact for Frank Torti 11/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the sale of Common Shares pursuant to the Issuer's nondiscretionary "sell-to-cover" policy in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of a portion of the performance restricted stock units ("PSUs") granted to the reporting person on July 30, 2025 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.
(2) The remaining Common Shares issued on settlement of such PSUs (after satisfaction of tax withholding obligations) are subject to a two-year post-vesting holding period before such Common Shares may be sold, measured from the date the Service Condition of the PSUs is satisfied.
(3) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.88 to $40.88, inclusive. 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.
(4) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.89 to $41.35, inclusive. 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.
(5) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.87 to $41.86, inclusive. 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.
(6) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.87 to $42.22, inclusive. 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.
(7) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.96 to $40.95, inclusive. 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.
(8) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.96 to $41.50, inclusive. 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.
(9) Represents the "net settlement" by the Issuer of PSUs pursuant to the Issuer's nondiscretionary policy 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 Condition and the Service Condition applicable to such PSUs.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Roivant Sciences Ltd. published this content on November 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 02:04 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]