Torti Frank 4

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.