Venker Eric 4
4 · Immunovant, Inc. · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Immunovant (IMVT) CEO Eric Venker Exercises CVARs, Sells Shares
What Happened
- Eric Venker, CEO of Immunovant (IMVT), had 368,750 vested capped value appreciation rights (CVARs) settle into common shares on April 1, 2026. He paid $14.46 per share on the exercise (total cash outlay reported $5,332,125) and received 368,750 shares.
- Following the settlement, Venker sold 334,960 shares back to the issuer at $25.10 per share (proceeds $8,407,496) and separately sold 12,820 shares at a $24.04 weighted-average ($308,193) and 1,409 shares at a $24.60 weighted-average ($34,661) on April 2, 2026. Total reported sale proceeds ≈ $8,750,350.
- Net effect from these transactions: +19,561 shares retained (368,750 acquired − 349,189 sold).
Key Details
- Transaction dates: April 1–2, 2026. Form filed April 3, 2026 (timely).
- Exercise cost / reported acquisition: 368,750 shares at $14.46 = $5,332,125.
- Sales: 334,960 @ $25.10 (to issuer), 12,820 @ $24.04 (weighted avg; range $23.50–$24.49), 1,409 @ $24.60 (weighted avg; range $24.51–$24.70). Total proceeds ≈ $8.75M.
- Net shares added: +19,561 shares after sell-to-cover.
- Footnotes: CVARs were granted July 28, 2025 and vested/settled after meeting service, performance, and “knock-in” price conditions. The issuer mandated a sell-to-cover to satisfy tax-withholding obligations (sale was not discretionary by the reporting person).
- Filing timeliness: Reported promptly (not late).
Context
- These were derivative settlements (CVARs) that converted into common stock; a large portion of the resulting shares were sold immediately to cover taxes (a cashless/sell-to-cover outcome). Such mandatory sell-to-cover transactions are routine and do not necessarily indicate the insider’s discretionary view of the stock.
Insider Transaction Report
Form 4
Immunovant, Inc.IMVT
Venker Eric
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-04-01$14.46/sh+368,750$5,332,125→ 368,750 total - Disposition to Issuer
Common Stock
[F1][F2]2026-04-01$25.10/sh−334,960$8,407,496→ 33,790 total - Sale
Common Stock
[F3][F4]2026-04-02$24.04/sh−12,820$308,193→ 20,970 total - Sale
Common Stock
[F3][F5]2026-04-02$24.60/sh−1,409$34,661→ 19,561 total - Exercise/Conversion
Capped Value Appreciation Rights
[F1][F2][F6]2026-04-01−368,750→ 1,106,250 totalExercise: $14.46Exp: 2030-04-01→ Common Stock (368,750 underlying)
Footnotes (6)
- [F1]On July 28, 2025, the Reporting Person was granted capped value appreciation rights ("CVARs"), as previously reported in a Form 4 filed on July 30, 2025, that entitle the Reporting Person to receive a payment 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 the Issuer's common stock (capped at $16.76 per share) as of the relevant date of determination over (B) the applicable hurdle price of $14.46 (the "CVAR Amount"). The CVARs will then settle into a number of shares of common stock of the Issuer determined by dividing (i) the CVAR Amount by (ii) the fair market value of the Issuer's common stock as of such date.
- [F2]On April 1, 2026, the Service Requirement (as defined in Footnote 6), Performance Requirement (as defined in Footnote 6), Knock-In Requirement (as defined in Footnote 6), and hurdle price applicable to 368,750 vested CVARs were satisfied and, accordingly, the CVARs were settled into shares of the Issuer's common stock, determined by dividing (i) the CVAR Amount by (ii) the closing price of a share of the Issuer's common stock on April 1, 2026.
- [F3]The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of these CVARs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 - $24.49 per share, inclusive. 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 shares sold at each separate price within the range set forth in this footnote to this Form 4.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.51 - $24.70 per share, inclusive. 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 shares sold at each separate price within the range set forth in this footnote to this Form 4.
- [F6]These CVARs vest on the first date that each of (i) the Service Requirement, (ii) the Performance Requirement, and (iii) the Knock-in Requirement have been satisfied. The "Service Requirement" is satisfied as follows: (i) 25% of the CVARs vested on April 1, 2026; and (ii) the remaining 75% vests in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continuous service to the Issuer or an affiliate on each such vesting date. The "Performance Requirement" is tied to the achievement of a specified clinical development activity at the Issuer, which requirement was met as of March 31, 2026. The "Knock-in Requirement" requires that the price of the Issuer's common stock at each applicable vesting date must be equal to or greater than $16.76 per share.
Signature
/s/ Tiago Girao, Attorney-in-Fact for Eric Venker|2026-04-03