Sukhatme Mayukh 4

4 · Roivant Sciences Ltd. · Filed Apr 1, 2026

AI-generated summary of this filing

Updated Apr 1, 2026

Roivant (ROIV) President Mayukh Sukhatme Exercises CVARs, Sells Shares

What Happened

Mayukh Sukhatme (President & CIO; Director) had vested capped value appreciation rights (CVARs) settle on March 30, 2026. The filing reports 1,306,889 vested CVARs were settled (reported with a derivative value of $11.50 / unit, total ~$15.03M) and converted into 58,391 Common Shares.
To satisfy tax-withholding obligations, the issuer performed net settlements: 29,809 shares were withheld/sold in connection with the CVAR settlement (reported at $26.41/share; proceeds $787,256) and 187,512 shares were net-settled from previously granted RSUs for taxes (reported at $27.70/share; proceeds $5,194,082). Total shares net-sold for taxes = 217,321; total proceeds ≈ $5,981,338. The CVAR settlement value reported was ~$15.03M.

Key Details

Transaction dates: March 30, 2026 (CVAR settlement and CVAR tax withholding); March 31, 2026 (RSU tax withholding reported).
Prices & reported values:
- CVAR-related derivative reported at $11.50/unit, total reported value ≈ $15,029,224.
- 29,809 shares withheld/sold @ $26.41 = $787,256.
- 187,512 shares withheld/sold @ $27.70 = $5,194,082.
Shares acquired: 58,391 Common Shares resulted from conversion of CVARs.
Shares net-sold for taxes: 217,321 shares (29,809 + 187,512).
Shares owned after transaction: not specified in the provided excerpt of the filing.
Footnotes (summary):
- F1–F2: CVARs convert to a cash/share amount based on excess of fair market value (capped at $12.68) over a hurdle price; 1,306,889 CVARs satisfied the hurdle and were settled into 58,391 shares.
- F3–F4: "Net settlement" of CVARs and RSUs was used to satisfy tax withholding obligations (i.e., shares withheld/sold rather than separate cash payment).
- F5: The award of CVARs reported as fully vested.
Filing timeliness: Report filed April 1, 2026 for March 30–31 transactions — within the typical 2-business-day Form 4 reporting window (timely).

Context

This was not a cash purchase — it was a derivative settlement (CVARs) and net share-withholding to cover taxes. Net settlements to cover taxes are routine and do not necessarily indicate a manager’s view of the stock.
For retail investors: purchases (cash-out buys) often carry more interpretive weight than exercises/withholdings. Here the key items are a sizeable CVAR payout (reported ~ $15M value) and routine net withholding sales of shares to cover tax obligations (≈ $6.0M proceeds).

Form 4

Period: 2026-03-30

DirectorPresident & CIO

Transactions

Exercise/Conversion
Common Shares
[F1][F2]
2026-03-30+58,391→ 18,894,938 total
Tax Payment
Common Shares
[F3]
2026-03-30$26.41/sh−29,809$787,256→ 18,865,129 total
Tax Payment
Common Shares
[F4]
2026-03-31$27.70/sh−187,512$5,194,082→ 18,677,617 total
Exercise/Conversion
Capped Value Appreciation Rights
[F1][F2][F5]
2026-03-30$11.50/sh−1,306,889$15,029,224→ 0 total
Exp: 2026-03-31→ Common Shares (58,391 underlying)

Footnotes (5)

[F1]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").
[F2]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.
[F3]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.
[F4]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.
[F5]Award of CVARs is fully vested.

Signature

By: /s/ Jo Chen, as Attorney-in-Fact for Mayukh Sukhatme|2026-04-01

1 file