SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Torti Frank

(Last)

(First)

(Middle)

C/O ROIVANT SCIENCES LTD.

7TH FLOOR, 50 BROADWAY

(Street)

LONDON

SW1H 0DB

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Roivant Sciences Ltd. [ ROIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and Vant Chair

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/19/2026		M		1,400,000	A	$3.85	15,136,547	D
Common Shares	02/19/2026		S		1,400,000	D	$27.42⁽¹⁾⁽²⁾	13,736,547	D
Common Shares	02/20/2026		M		1,012,610	A	$3.85	14,749,157	D
Common Shares	02/20/2026		S		1,012,610	D	$27.15⁽¹⁾⁽³⁾	13,736,547	D
Common Shares	02/23/2026		M		587,390	A	$3.85	14,323,937	D
Common Shares	02/23/2026		S		587,390	D	$27.51⁽¹⁾⁽⁴⁾	13,736,547	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$3.85	02/19/2026		M			1,400,000	⁽⁵⁾	04/19/2032	Common Shares	1,400,000	$0	4,626,184	D
Stock Option (Right to Buy)	$3.85	02/20/2026		M			1,012,610	⁽⁵⁾	04/19/2032	Common Shares	1,012,610	$0	3,613,574	D
Stock Option (Right to Buy)	$3.85	02/23/2026		M			587,390	⁽⁵⁾	04/19/2032	Common Shares	587,390	$0	3,026,184	D

Explanation of Responses:

1. 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.

2. These Common Shares were sold in multiple transactions at prices ranging from $27.00 to $27.64, inclusive.

3. These Common Shares were sold in multiple transactions at prices ranging from $26.70 to $27.45, inclusive.

4. These Common Shares were sold in multiple transactions at prices ranging from $27.14 to $27.80, inclusive.

5. 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).

Remarks:

The transactions reported on this Form 4 represent the disposition of the entirety of the reporting person's shares subject to the trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act entered into by the reporting person on November 20, 2025 which provided for the potential sale of up to 3,000,000 common shares held by the reporting person between February 19, 2026 and June 30, 2026.

	By: /s/ Jo Chen, as Attorney-in-Fact for Frank Torti	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

President and Vant Chair Torti Frank exercised 3,000,000 shares at a strike of $3.85 and sold $82,039,460 worth of shares (3,000,000 units at $27.35) (SEC Form 4)