Immunovant Inc.

10/05/2026 | Press release | Distributed by Public on 10/05/2026 17:42

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Venker Eric
2. Issuer Name and Ticker or Trading Symbol
Immunovant, Inc. [IMVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O IMMUNOVANT, INC., 1000 PARK FORTY PLAZA, SUITE 210
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
(Street)
DURHAM, NC 27713
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 Stock 10/01/2026 M(1)(2) 92,187(1)(2) A $14.46(1)(2) 346,467 D
Common Stock 10/01/2026 D(1)(2) 85,886(1)(2) D $33.65(1)(2) 260,581 D
Common Stock 10/02/2026 S(3) 3,506 D $34.11 257,075 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
Capped Value Appreciation Rights $14.46(1)(2) 10/01/2026 M(1)(2) 92,187(1)(2) (2)(4) 04/01/2030 Common Stock 92,187(1)(2) $ 0 921,875 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venker Eric
C/O IMMUNOVANT, INC.
1000 PARK FORTY PLAZA, SUITE 210
DURHAM, NC 27713
X Chief Executive Officer

Signatures

/s/ Tiago Girao, Attorney-in-Fact for Eric Venker 10/05/2026
**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) On July 28, 2025, the Reporting Person was granted capped value appreciation rights ("CVARs"), as previously reported in a Form 4 filed on July 30, 2025, that entitle the Reporting Person to receive a payment equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of the Issuer's common stock (capped at $16.76 per share) as of the relevant date of determination over (B) the applicable hurdle price of $14.46 (the "CVAR Amount"). The CVARs will then settle into a number of shares of common stock of the Issuer determined by dividing (i) the CVAR Amount by (ii) the fair market value of the Issuer's common stock as of such date.
(2) On October 1, 2026, the Service Requirement (as defined in Footnote 4), Performance Requirement (as defined in Footnote 4), Knock-In Requirement (as defined in Footnote 4), and hurdle price applicable to 92,187 vested CVARs were satisfied and, accordingly, the CVARs were settled into shares of the Issuer's common stock, determined by dividing (i) the CVAR Amount by (ii) the closing price of a share of the Issuer's common stock on October 1, 2026.
(3) The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of these CVARs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
(4) These CVARs vest on the first date that each of (i) the Service Requirement, (ii) the Performance Requirement, and (iii) the Knock-in Requirement have been satisfied. The "Service Requirement" is satisfied as follows: (i) 25% of the CVARs vested on April 1, 2026; and (ii) the remaining 75% vests in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continuous service to the Issuer or an affiliate on each such vesting date. The "Performance Requirement" is tied to the achievement of a specified clinical development activity at the Issuer, which requirement was met as of March 31, 2026. The "Knock-in Requirement" requires that the price of the Issuer's common stock at each applicable vesting date must be equal to or greater than $16.76 per share.
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.
Immunovant Inc. published this content on October 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 05, 2026 at 23:43 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]