11/12/2026 | Press release | Distributed by Public on 11/12/2026 20:04
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Torti Frank C/O ROIVANT SCIENCES LTD. 7TH FLOOR, 50 BROADWAY LONDON SW1H 0DB |
President and Vant Chair | |||
| By: /s/ Sam Kaplan, as Attorney-in-Fact for Frank Torti | 11/12/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |