Torti Frank 4
4 · Roivant Sciences Ltd. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Roivant (ROIV) President Frank Torti Exercises Options, Sells Shares
What Happened Frank Torti, President and Vant Chair of Roivant Sciences (ROIV), exercised options to acquire a total of 3,000,000 common shares in three tranches (1,400,000; 1,012,610; 587,390) at $3.85 per share (total exercise cost reported as ~$11.55M). He immediately sold the same 3,000,000 shares in open-market transactions, receiving aggregate gross proceeds of about $82.04M (individual sales: $38.39M, $27.49M, $16.16M).
Key Details
- Transaction dates: Feb 19, 2026; Feb 20, 2026; Feb 23, 2026.
- Exercise details (code M): 1,400,000 @ $3.85 ($5,390,000); 1,012,610 @ $3.85 ($3,898,549); 587,390 @ $3.85 ($2,261,452).
- Stock sales (code S): 1,400,000 @ weighted avg $27.42 ($38,388,000); 1,012,610 @ weighted avg $27.15 ($27,492,362); 587,390 @ weighted avg $27.51 ($16,159,099).
- Footnotes: reported sale prices are weighted averages; individual trade prices ranged ~ $26.70–$27.80 across the tranches (see F1–F4 for ranges).
- These transactions represent the disposition of all shares covered by Torti’s 10b5-1 trading plan dated Nov 20, 2025 (planned window Feb 19–Jun 30, 2026).
- Vesting background (F5): the options exercised are subject to an award with an April 20, 2022 vesting commencement and time-based vesting schedule.
- Shares owned after the transactions: not specified in the provided excerpt of the Form 4 — see the full filing for post-transaction holdings.
- Filing timeliness: Form 4 filed Feb 23, 2026; transactions (Feb 19–23) were reported within the required two business days and are not flagged as late.
Context These were option exercises followed by immediate open-market sales (effectively a cashless exercise/sell pattern): the derivative positions (options) were exercised (M) and the resulting shares were sold (S) the same series of days. The filing notes the trades were executed under a pre-existing 10b5-1 plan — a common mechanism insiders use to schedule sales to avoid accusations of trading on material nonpublic information. This is a disposition (sale) of stock, not a buy; such sales are common for executives exercising vested options or following trading plans and do not, by themselves, indicate company performance or insider sentiment.
Insider Transaction Report
- Exercise/Conversion
Common Shares
2026-02-19$3.85/sh+1,400,000$5,390,000→ 15,136,547 total - Sale
Common Shares
[F1][F2]2026-02-19$27.42/sh−1,400,000$38,388,000→ 13,736,547 total - Exercise/Conversion
Common Shares
2026-02-20$3.85/sh+1,012,610$3,898,549→ 14,749,157 total - Sale
Common Shares
[F1][F3]2026-02-20$27.15/sh−1,012,610$27,492,362→ 13,736,547 total - Exercise/Conversion
Common Shares
2026-02-23$3.85/sh+587,390$2,261,452→ 14,323,937 total - Sale
Common Shares
[F1][F4]2026-02-23$27.51/sh−587,390$16,159,099→ 13,736,547 total - Exercise/Conversion
Stock Option (Right to Buy)
[F5]2026-02-19−1,400,000→ 4,626,184 totalExercise: $3.85Exp: 2032-04-19→ Common Shares (1,400,000 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
[F5]2026-02-20−1,012,610→ 3,613,574 totalExercise: $3.85Exp: 2032-04-19→ Common Shares (1,012,610 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
[F5]2026-02-23−587,390→ 3,026,184 totalExercise: $3.85Exp: 2032-04-19→ Common Shares (587,390 underlying)
Footnotes (5)
- [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).