Venker Eric 4
4 · Immunovant, Inc. · Filed Jul 6, 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 92,188 capped value appreciation rights (CVARs) settle into common stock on July 1, 2026. The settlement is reported as an acquisition valued at $14.46 per share (total $1,333,038). To satisfy tax withholding, Venker sold 86,629 shares back to the issuer on July 1, 2026 for $38.14 each ($3,304,030) and sold an additional 3,092 shares in the open market on July 2, 2026 at $38.48 ($118,980). Net retained from the settlement: 92,188 − 89,721 = 2,467 shares.
Key Details
- Transaction dates and prices:
- July 1, 2026 — CVARs settled into 92,188 shares (reported acquisition basis $14.46/share; $1,333,038).
- July 1, 2026 — 86,629 shares disposed to issuer at $38.14/share ($3,304,030) (sell-to-cover).
- July 2, 2026 — 3,092 shares sold in open market at $38.48/share ($118,980).
- Approximate proceeds from sales: $3,423,010.
- Shares retained from this settlement: ~2,467 shares.
- Footnotes: These CVARs were granted July 28, 2025, had a $14.46 hurdle and a $16.76 cap, vested after service, performance and a stock-price “knock‑in” test; settlement calculation used the July 1, 2026 closing price. The large disposal to the issuer was a mandatory sell-to-cover to satisfy tax withholding (not a discretionary sale).
- Filing timeliness: Reported July 6, 2026 for transactions on July 1–2, 2026 (no late filing indicated).
Context
This was a settlement of performance-linked CVARs (a cash‑settling appreciation award that converted into shares based on a formula) followed by sell‑to‑cover tax withholding — effectively a cashless settlement. Such mandated sell-to-cover transactions are routine and do not by themselves indicate the insider’s discretionary view on the stock.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-07-01$14.46/sh+92,188$1,333,038→ 344,001 total - Disposition to Issuer
Common Stock
[F1][F2]2026-07-01$38.14/sh−86,629$3,304,030→ 257,372 total - Sale
Common Stock
[F3]2026-07-02$38.48/sh−3,092$118,980→ 254,280 total - Exercise/Conversion
Capped Value Appreciation Rights
[F1][F2][F4]2026-07-01−92,188→ 1,014,062 totalExercise: $14.46Exp: 2030-04-01→ Common Stock (92,188 underlying)
Footnotes (4)
- [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 July 1, 2026, the Service Requirement (as defined in Footnote 4), Performance Requirement (as defined in Footnote 4), Knock-In Requirement (as defined in Footnote 4), and hurdle price applicable to 92,188 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 July 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]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.