Roivant Sciences (ROIV) executive settles CVARs and RSUs into shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Roivant Sciences Ltd. director and President & CIO Mayukh Sukhatme exercised equity awards and had shares withheld for taxes. On March 30, 2026, he exercised 1,306,889 Capped Value Appreciation Rights, which were settled into 58,391 Common Shares based on the closing share price that day.

The issuer then conducted net share settlements to cover tax obligations, withholding 29,809 Common Shares at $26.41 related to the CVAR settlement and 187,512 Common Shares at $27.70 tied to previously granted RSUs. After these non‑market tax-withholding dispositions, Sukhatme directly owned 18,677,617 Common Shares.

Insider Trade Summary

1,306,889 shares exercised/converted

Mixed 4 txns

Insider Sukhatme Mayukh

Role President & CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	187,512	$27.70	$5.19M
Exercise	Capped Value Appreciation Rights	1,306,889	$11.50	$15.03M
Exercise	Common Shares	58,391	$0.00	--
Tax Withholding	Common Shares	29,809	$26.41	$787K

Holdings After Transaction: Common Shares — 18,677,617 shares (Direct); Capped Value Appreciation Rights — 0 shares (Direct)

Footnotes (1)

Reflects the conversion of capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, to an amount 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 a Common Share (capped at $12.68 per share) as of the relevant date of determination over (B) the applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount"). On March 30, 2026, the hurdle price applicable to 1,306,889 vested CVARs was satisfied and, accordingly, the CVARs were settled into 58,391 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 30, 2026. Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such CVARs. 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. Award of CVARs is fully vested.

Key Figures

CVARs exercised: 1,306,889 rights Shares from CVAR settlement: 58,391 Common Shares Tax-withholding shares (CVARs): 29,809 shares at $26.41 +3 more

6 metrics

CVARs exercised 1,306,889 rights Vested Capped Value Appreciation Rights settled on March 30, 2026

Shares from CVAR settlement 58,391 Common Shares Common Shares issued upon CVAR settlement on March 30, 2026

Tax-withholding shares (CVARs) 29,809 shares at $26.41 Net settlement to satisfy tax obligations on CVAR vesting

Tax-withholding shares (RSUs) 187,512 shares at $27.70 Net settlement to satisfy tax obligations on RSU vesting

Total tax-withholding shares 217,321 shares Combined F-code dispositions for CVARs and RSUs

Post-transaction holdings 18,677,617 Common Shares Directly owned after March 31, 2026 transactions

Key Terms

Capped Value Appreciation Rights, CVAR Amount, net settlement, RSUs, +1 more

5 terms

Capped Value Appreciation Rights financial

"Reflects the conversion of capped value appreciation rights ("CVARs")"

CVAR Amount financial

"such excess, the "CVAR Amount""

net settlement financial

"Represents the "net settlement" by the Issuer of CVARs"

RSUs financial

"net settlement by the Issuer of RSUs previously granted"

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.

tax withholding obligations financial

"in order to satisfy applicable tax withholding obligations"

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 07:19 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^*

Sukhatme Mayukh

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CIO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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	03/30/2026		M⁽¹⁾⁽²⁾		58,391	A	⁽¹⁾⁽²⁾	18,894,938	D
Common Shares	03/30/2026		F⁽³⁾		29,809	D	$26.41	18,865,129	D
Common Shares	03/31/2026		F		187,512⁽⁴⁾	D	$27.7	18,677,617	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)
Capped Value Appreciation Rights	⁽¹⁾⁽²⁾	03/30/2026		M			1,306,889⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾⁽⁵⁾	03/31/2026	Common Shares	58,391⁽¹⁾⁽²⁾	$11.5	0	D

Explanation of Responses:

1. Reflects the conversion of capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, to an amount 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 a Common Share (capped at $12.68 per share) as of the relevant date of determination over (B) the applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount").

2. On March 30, 2026, the hurdle price applicable to 1,306,889 vested CVARs was satisfied and, accordingly, the CVARs were settled into 58,391 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on March 30, 2026.

3. Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of such CVARs.

4. 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.

5. Award of CVARs is fully vested.

Remarks:

	By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme	04/01/2026
	** 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) executive Mayukh Sukhatme do in this Form 4?

Mayukh Sukhatme exercised equity awards and had shares withheld for taxes. He converted 1,306,889 Capped Value Appreciation Rights into 58,391 Common Shares, then the issuer withheld additional shares to satisfy related tax withholding obligations.

How many Roivant Sciences (ROIV) shares did Sukhatme acquire through CVARs?

He acquired 58,391 Roivant Sciences Common Shares via settlement of 1,306,889 vested Capped Value Appreciation Rights. The number of shares was determined by dividing the CVAR Amount by the closing Common Share price on March 30, 2026.

How many Roivant Sciences (ROIV) shares were withheld for Sukhatme’s taxes?

A total of 217,321 Common Shares were withheld for taxes. This includes 29,809 shares at $26.41 related to CVAR settlement and 187,512 shares at $27.70 associated with previously granted RSUs.

Did Sukhatme sell Roivant Sciences (ROIV) shares on the open market?

The filing shows no open-market sales. The disposition transactions are coded “F,” indicating shares were withheld by the issuer to pay tax liabilities or exercise costs, rather than discretionary selling in the market.

How many Roivant Sciences (ROIV) shares does Sukhatme own after these transactions?

After exercising CVARs and accounting for tax-withholding dispositions, Sukhatme directly holds 18,677,617 Roivant Sciences Common Shares. This figure reflects his position following all reported March 30–31, 2026 transactions.

What are Capped Value Appreciation Rights (CVARs) in the Roivant (ROIV) filing?

CVARs are derivative awards that, once vested and conditions are met, pay value equal to share price appreciation above a hurdle, capped at $12.68 per share. In this case, they were settled into Common Shares upon satisfying the hurdle price.