Frank Torti - 19 Feb 2026 Form 4 Insider Report for Roivant Sciences Ltd. (ROIV)

Role
President and Vant Chair
Signature
By: /s/ Jo Chen, as Attorney-in-Fact for Frank Torti
Issuer symbol
ROIV
Transactions as of
19 Feb 2026
Net transactions value
-$70,489,460
Form type
4
Filing time
23 Feb 2026, 20:40:19 UTC
Previous filing
29 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Torti Frank President and Vant Chair C/O ROIVANT SCIENCES LTD., 7TH FLOOR, 50 BROADWAY, LONDON, UNITED KINGDOM By: /s/ Jo Chen, as Attorney-in-Fact for Frank Torti 23 Feb 2026 0001647805

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROIV Common Shares Options Exercise $5,390,000 +1,400,000 +10% $3.85 15,136,547 19 Feb 2026 Direct
transaction ROIV Common Shares Sale $38,388,000 -1,400,000 -9.2% $27.42 13,736,547 19 Feb 2026 Direct F1, F2
transaction ROIV Common Shares Options Exercise $3,898,548 +1,012,610 +7.4% $3.85 14,749,157 20 Feb 2026 Direct
transaction ROIV Common Shares Sale $27,492,362 -1,012,610 -6.9% $27.15 13,736,547 20 Feb 2026 Direct F1, F3
transaction ROIV Common Shares Options Exercise $2,261,452 +587,390 +4.3% $3.85 14,323,937 23 Feb 2026 Direct
transaction ROIV Common Shares Sale $16,159,099 -587,390 -4.1% $27.51 13,736,547 23 Feb 2026 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROIV Stock Option (Right to Buy) Options Exercise $0 -1,400,000 -23% $0.000000 4,626,184 19 Feb 2026 Common Shares 1,400,000 $3.85 Direct F5
transaction ROIV Stock Option (Right to Buy) Options Exercise $0 -1,012,610 -22% $0.000000 3,613,574 20 Feb 2026 Common Shares 1,012,610 $3.85 Direct F5
transaction ROIV Stock Option (Right to Buy) Options Exercise $0 -587,390 -16% $0.000000 3,026,184 23 Feb 2026 Common Shares 587,390 $3.85 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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.
F2 These Common Shares were sold in multiple transactions at prices ranging from $27.00 to $27.64, inclusive.
F3 These Common Shares were sold in multiple transactions at prices ranging from $26.70 to $27.45, inclusive.
F4 These Common Shares were sold in multiple transactions at prices ranging from $27.14 to $27.80, inclusive.
F5 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.