imvt-20260721

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

IMMUNOVANT, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

IMMUNOVANT, INC.

1000 Park Forty Plaza

Durham, North Carolina 27713

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On September 2, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting (the “Annual Meeting”) of Stockholders of Immunovant, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/IMVT2026, on Wednesday, September 2, 2026 at 1:00 p.m., Eastern Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 1:00 p.m., Eastern Time, on September 2, 2026 to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

1.To elect the Board of Directors’ three nominees for director: Jacob Bauer, Douglas Hughes and Robert Susman, each to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2.To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027.

3.To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

4.To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Annual Meeting is July 8, 2026. Only stockholders of record at the close of business on that date and their proxy holders may vote at the meeting or any adjournment thereof. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, by appointment, at our office at 1000 Park Forty Plaza, Durham, North Carolina 27713 for a period of ten days ending on the day before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held Virtually, Via Live Webcast at www.virtualshareholdermeeting.com/IMVT2026 on September 2, 2026, at 1:00 p.m. Eastern Time.

The proxy statement and our annual report are available at

www.proxyvote.com.

By Order of the Board of Directors

/s/ Eric Venker

Eric Venker, M.D., Pharm.D.

Chief Executive Officer

Durham, North Carolina

July 22, 2026

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.

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TABLE OF CONTENTS



	Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING		1
PROPOSAL NO. 1 ELECTION OF DIRECTORS		6
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		9
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		15
PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION		16
EXECUTIVE OFFICERS		17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		18
EXECUTIVE COMPENSATION		20
EQUITY COMPENSATION PLANS AT MARCH 31, 2026		43
DIRECTOR COMPENSATION		44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		46
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS		49
HOUSEHOLDING OF PROXY MATERIALS		50
OTHER MATTERS		50

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IMMUNOVANT, INC.

1000 Park Forty Plaza

Durham, North Carolina 27713

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To be Held on September 2, 2026 at 1:00 p.m. Eastern Time

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

What is Immunovant’s corporate history?

On December 19, 2019, Immunovant Sciences Ltd. (“ISL”) and Health Sciences Acquisitions Corporation (“HSAC”) announced the closing of the transactions contemplated by the Share Exchange Agreement, dated September 29, 2019, between HSAC, ISL, the stockholders of ISL, and Roivant Sciences Ltd. (“RSL”), as representative of such sellers. Upon the closing of the transactions (the “Business Combination”), HSAC acquired 100% of the issued and outstanding common shares of ISL in exchange for shares of common stock of HSAC, and ISL became a wholly owned subsidiary of HSAC.

Upon the closing of the Business Combination, we changed our name from Health Sciences Acquisitions Corporation to Immunovant, Inc. (“Immunovant” or “we”). The executive officers of HSAC resigned, and the executive officers of ISL were appointed as the executive officers of Immunovant, Inc. In addition, certain members of the HSAC board of directors resigned, and all the members of the ISL board of directors were appointed to the Board of Directors of Immunovant, Inc. (the “Board”).

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials primarily over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about July 22, 2026 to all stockholders of record as of July 8, 2026 (the “Record Date”), who are entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

No, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. To request that a full set of the proxy materials be sent to your specified postal address, please go to www.proxyvote.com or call 1-800-579-1639. Please have your proxy card in hand when you access the website or call and follow the instructions provided.

How do I attend, participate in, and ask questions during the Annual Meeting?

We will be hosting the Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IMVT2026. The meeting will start at 1:00 p.m., Eastern Time, on Wednesday, September 2, 2026. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting.

In order to enter the Annual Meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of common stock in a “street name.” Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/IMVT2026. We recommend that you log in a few minutes before 1:00 p.m., Eastern Time to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting.

If you would like to submit a question during the Annual Meeting, you may log in to www.virtualshareholdermeeting.com/IMVT2026 using your control number, type your question into the “Ask a Question” field, and click “Submit.”

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To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

•You may submit questions and comments electronically through the meeting portal during the Annual Meeting.

•Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments.

•Please direct all questions to Eric Venker, M.D., Pharm.D., our Chief Executive Officer.

•Please include your name and affiliation, if any, when submitting a question or comment.

•Limit your remarks to one brief question or comment that is relevant to the Annual Meeting and/or our business.

•Questions may be grouped by topic by our management.

•Questions may also be ruled as out of order if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

•Be respectful of your fellow stockholders and Annual Meeting participants.

•No audio or video recordings of the Annual Meeting are permitted.

What if I have technical difficulties or trouble accessing the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/IMVT2026 or at www.proxyvote.com. Technical support will be available 15 minutes before the start of the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date and their proxy holders will be entitled to vote online at the Annual Meeting. On the Record Date, there were 206,402,338 shares of common stock outstanding and entitled to vote and 10,000 shares of Series A preferred stock outstanding and entitled to vote. RSL holds all outstanding shares of our Series A preferred stock. Each share of Series A preferred stock is entitled to one vote per share and is convertible at any time at the option of RSL into one share of common stock.

A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting, by appointment, at our office at 1000 Park Forty Plaza, Durham, North Carolina 27713, for a period of ten days ending on the day before the Annual Meeting. Please contact our Corporate Secretary via email at info@immunovant.com if you would like to examine a list of our registered stockholders. In addition, a list of stockholders of record will be available during the Annual Meeting for inspection by stockholders of record for any legally valid purpose related to the Annual Meeting at www.virtualshareholdermeeting.com/IMVT2026.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone or by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time to you to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held, not in your name, but rather in an account at a broker, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You should follow the instructions in the Notice or the voting instructions provided by your broker, bank or other agent in order to instruct your broker, bank or other agent on how to vote your shares. Alternatively, many brokers and banks provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the Internet, including by providing you with a 16-digit control number via email or on this Notice or your voting instruction form. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a 16-digit control number via email or on this Notice or voting instruction form, and you wish to vote prior to or at the Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or other stockholder of record to do so.

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What am I voting on?

There are three matters scheduled for a vote:

•Proposal No. 1 – Election of three directors: Jacob Bauer, Douglas Hughes and Robert Susman, each to hold office until the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;

•Proposal No. 2 – Ratification of the selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027; and

•Proposal No. 3 – Approval of, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the proxy statement accompanying this Notice.

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with his or her best judgment.

How do I vote?

You may vote “For” all nominees to the Board, you may “Withhold” your vote for all nominees, or you may “Withhold” your vote for any nominee you specify. For both of the other proposals to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple as described below:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote (1) online during the Annual Meeting or (2) in advance of the Annual Meeting by proxy through the internet, by telephone or by using a proxy card that you may request or that we may elect to deliver to you at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote at the meeting even if you have already voted by proxy. In such case, your previously submitted proxy will be disregarded.

•To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/IMVT2026, starting at 1:00 p.m., Eastern Time on Wednesday, September 2, 2026. The webcast will open 15 minutes before the start of the Annual Meeting.

•To vote in advance of the Annual Meeting through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the control number from the Notice or the printed proxy card. Your internet vote must be received by 11:59 p.m., Eastern Time on Tuesday, September 1, 2026 to be counted.

•To vote in advance of the Annual Meeting by telephone, dial 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the control number from the Notice or the printed proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time on Tuesday, September 1, 2026 to be counted.

•To vote in advance of the Annual Meeting using a printed proxy card that may be delivered to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from Immunovant. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online at the Annual Meeting, you should follow the instructions in the Notice or the voting instructions provided by your broker, bank or other agent in order to instruct your broker, bank or other agent on how to vote your shares. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of July 8, 2026. In addition, RSL has one vote for each share of Series A preferred stock it owns as of July 8, 2026.

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What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices you receive to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

• You may submit another properly completed proxy card with a later date.

• You may grant a subsequent proxy by telephone or through the internet.

• You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at Immunovant, Inc., 1000 Park Forty Plaza, Durham, North Carolina 27713. Such notice will be considered timely if it is received at the indicated address by the close of business on the business day preceding the date of the Annual Meeting.

• You may attend the Annual Meeting and vote online. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, through the internet, by telephone or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card and do not indicate in your vote for any or all proposals, your shares will be voted, as applicable, “For” the election of the three nominees for director, “For” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 and “For” the advisory approval of executive compensation, with respect to all such proposals. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares held in street name and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker, bank or other agent will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. Brokers, banks and other agents can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker, bank or other agent may not vote your shares on the election of the three nominees for director or the advisory approval of executive compensation without your instructions, but may vote your shares on the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 even in the absence of your instruction. We encourage you to provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent. This ensures that your shares will be voted at the Annual Meeting according to your instructions.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give voting instructions to their broker, bank or other agent holding their shares as to how to vote on matters deemed to be “non-routine,” the broker, bank or other such agent cannot vote the shares. These unvoted shares are counted as “broker non-votes.” We only expect broker non-votes to exist in connection with Proposal No. 1 and Proposal No. 3 as they are considered “non-routine” matters. Proposal No. 2 is a “routine” matter and we therefore expect brokers, banks or other securities intermediaries to vote on that proposal.

As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

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How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, (a) for Proposal No. 1 to elect directors, “For” votes, “Withhold” votes and broker non-votes, (b) for Proposal No. 2 to ratify the selection of our auditor, “For” votes, “Against” votes and abstentions and (c) for Proposal No. 3 on the advisory approval of executive compensation, votes “For,” “Against,” abstentions and broker non-votes.

Abstentions will be counted towards the vote total for Proposal No. 2 and Proposal No. 3, and will have the same effect as “Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for Proposal No. 1 and Proposal No. 3.

How many votes are needed to approve each proposal?

•Proposal No. 1 – For the election of directors, the three nominees receiving the most “For” votes from the holders of shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the election of directors, voting together, will be elected. Only votes “For” will affect the outcome. “Withhold” votes and broker non-votes will have no effect.

•Proposal No. 2 – To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027, the proposal must receive “For” votes from the holders of a majority of the voting power of the shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the matter, voting together. If you “Abstain” from voting, it will have the same effect as an “Against” vote.

•Proposal No. 3 – For the advisory approval of executive compensation vote, the proposal must receive “For” votes from the holders of a majority of the voting power of the shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the matter, voting together. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of common stock and Series A preferred stock in the aggregate entitled to vote are present at the meeting online or represented by proxy. On the Record Date, there were 206,412,338 shares of common stock and Series A preferred stock in the aggregate outstanding and entitled to vote. Thus, the holders of 103,206,170 shares of common stock and Series A preferred stock in the aggregate must be present at the Annual Meeting by virtual attendance or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote online at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting, or the holders of a majority of the voting power of the shares present at the meeting by virtual attendance or represented by proxy and entitled to vote, may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of the Board. Pursuant to our amended and restated certificate of incorporation (“our amended and restated charter”), the authorized number of directors will be no less than seven directors, and may be changed only by resolution approved by a majority of the Board, including the directors appointed by the holder(s) of our Series A preferred stock.

The Board presently has seven members. Pursuant to our amended and restated charter, the holder(s) of our Series A preferred stock are entitled to elect four directors. Those four directors currently are: Mr. Andrew Fromkin and Drs. Atul Pande, Frank Torti and Eric Venker, as further described under the section titled “Series A Preferred Stock Directors”. Each director elected by the holder(s) of our Series A preferred stock shall serve until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

The holders of common stock and Series A preferred stock, voting together as a single class, are entitled to elect the remaining three directors. Those three directors currently are: Messrs. Jacob Bauer, Douglas Hughes, and Robert Susman, whose terms expire in 2026. Mr. Hughes served as a member of the board of directors of ISL starting in October 2019 and has served as a member of our Board since the closing of the Business Combination in December 2019. Messrs. Bauer and Susman have served as members of our Board since April 2025.

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has considered and nominated Mr. Bauer, Mr. Hughes and Mr. Susman for election to the Board at the Annual Meeting. If elected at the Annual Meeting, these nominees would serve until the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Our policy is to encourage directors and nominees for director to attend the Annual Meeting. All of our then-current directors who served at the time of our 2025 Annual Meeting of Stockholders attended that meeting.

Directors are elected by a plurality of the votes of the holders of shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. “Withhold” votes and broker non-votes will have no effect on the vote total. Shares represented by executed proxies that do not indicate a vote with respect to the election of directors will be voted, if authority to do so is not withheld, for the election of each of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Immunovant. Each person nominated for election has consented to being named as a nominee in this proxy statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve. The following is a brief biography of (i) the nominees for election at the Annual Meeting and (ii) the directors elected by the holder of Series A preferred stock whose term will continue after the Annual Meeting, including their respective ages, as of July 8, 2026. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board to determine that the applicable nominee or other current director should serve as a member of the Board.

NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2027 ANNUAL MEETING

Jacob Bauer, age 47, has served as a member of our Board since April 2025. Mr. Bauer has served as a Venture Partner at ARCH Venture Partners and SR One Capital Management since September 2021 and as an independent consultant working with companies in the life sciences industry since November 2020. Prior to MyoKardia, Inc.’s acquisition by Bristol Myers Squibb in November 2020, Mr. Bauer served as the Chief Business Officer of MyoKardia, Inc., a clinical stage biopharmaceutical company, beginning in 2018. Mr. Bauer also served as the Senior Vice President, Finance and Corporate Development and Principal Financial Officer of MyoKardia, Inc. from July 2014 to July 2016. Mr. Bauer also serves on the board of directors of Enliven Therapeutics, a clinical stage biopharmaceutical company, BridgeBio Oncology Therapeutics, a clinical stage biopharmaceutical company, Attralus, Inc., a clinical stage biopharmaceutical company, Simcha Therapeutics, Inc., a clinical stage biotechnology company, and Dispatch Therapeutics, a biopharmaceutical company. He holds a B.Sc. in Biology and a B.A. in Economics from Duke University and an M.B.A. from Harvard Business School.

The Board believes that Mr. Bauer’s qualifications to sit on our Board include his experience both in the capacity as an executive in the life sciences industry as well as a director, along with his expertise in strategic planning, his knowledge of mergers and acquisitions, corporate financing and financial reporting and business development.

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Douglas Hughes, age 64, has served as a member of our Board since the closing of the Business Combination in December 2019 and as a member of ISL’s board of directors since October 2019. Since 2018, Mr. Hughes has served as Chief Financial Officer of Calyxo Inc., a commercial stage medical device company. From 2011 until 2018, Mr. Hughes was Chief Financial Officer for NeoTract, Inc., a Urology company. Prior to that time, he served as Chief Financial Officer and Chief Operating Officer for Nellix, Inc., an endovascular graft biotechnology company. Before joining Nellix, Inc., Mr. Hughes served as Chief Financial Officer for Evalve Inc., a medical device company, from 2009 until 2010. Prior to 2009, Mr. Hughes held a variety of senior finance management positions at Boston Scientific, Guidant Corporation and The Clorox Company. Mr. Hughes currently serves as a member of the board of directors of Calyxo Inc., a privately held medical device company. From September 2020 to December 2022, Mr. Hughes served as a member of the board of directors of Eargo Inc., a publicly traded medical device company. Mr. Hughes received a B.S. in Finance from San Francisco State University and an M.B.A. from the University of Chicago.

The Board believes that Mr. Hughes’ expertise in successfully leading high-growth companies, his experience in strategic planning and his knowledge of mergers and acquisitions qualifies him to serve as a member of the Board.

Robert Susman, age 47, has served as a member of our Board since April 2025. Mr. Susman is currently a Managing Director and Global Head of Equity Research for Principal Asset Management, a large asset manager within Principal Financial Group. Mr. Susman manages a large, global team of equity research analysts. Previously, he was Director of Strategy at Artisan Partners, a publicly traded asset manager. At Artisan, Mr. Susman worked on the firm’s alternative investment strategies, helping with management of the investment research team, client fundraising, and business development. Mr. Susman also assisted the investment team with capital allocation and risk management decisions. Previously, Mr. Susman was a Portfolio Manager and Senior Analyst at Marsico Capital. Mr. Susman co-managed the International Opportunities and Global Funds, both of which were growth oriented equity mutual funds. Prior to this role, Mr. Susman was a Senior Analyst at Baron Capital, a small cap growth manager. Mr. Susman is a graduate of Harvard College and Harvard Business School and is a CFA Charterholder.

The Board believes that Mr. Susman’s extensive financial and investment leadership experience and his expertise in business development and corporate financing qualifies him to serve as a member of the Board.

THE BOARD RECOMMENDS

A VOTE “FOR” EACH OF THE NAMED NOMINEES ABOVE.

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SERIES A PREFERRED STOCK DIRECTORS

Pursuant to our amended and restated charter, the holder(s) of our Series A preferred stock are entitled to elect four directors, which individuals will be appointed immediately following the Annual Meeting and are Mr. Fromkin and Drs. Pande, Torti and Venker. RSL is also entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of its Series A preferred stock are convertible as of the Record Date.

Andrew Fromkin, age 60, has served as a member of our Board since the closing of the Business Combination in December 2019 and as a member of ISL’s board of directors since October 2019. Since January 2021, Mr. Fromkin has served as the Vant Portfolio Operating Partner for Roivant Sciences, Inc. (“RSI”), and as Chief Executive Officer of Pulmovant, Inc. from July 2023 to the present. From January 2021 until April 2023, Mr. Fromkin served as the Acting Chief Executive Officer of Proteovant Sciences, Inc. From March 2015 to September 2020, Mr. Fromkin served as Chief Executive Officer and Executive Director of Tarveda Therapeutics, Inc. (formerly Blend Therapeutics, Inc.). From 2005 until 2011, Mr. Fromkin served in various roles for Clinical Data, Inc., including Executive Vice President (October 2005 until May 2006) and President, Chief Executive Officer and Director (May 2006 until May 2011). Prior to Clinical Data, Mr. Fromkin served as President and Chief Executive Officer of DoctorQuality, Inc., President, Chief Executive Officer and Director of Endo Surgical Devices, Inc. and Corporate Vice President, Business Development, for Merck-Medco, a wholly-owned subsidiary of Merck & Co. Mr. Fromkin began his career at Health Information Technologies, Inc. as General Manager of its subsidiary, MCA, and Director of Marketing and Payer Alliances for the parent company. From 2014 until 2016, Mr. Fromkin served on the board of Regado Biosciences, Inc., which became Tobira Therapeutics, Inc. in 2015. Mr. Fromkin received a B.A. in Biology from Brandeis University.

The Board believes that Mr. Fromkin’s significant experience in the biopharmaceutical industry and his knowledge of healthcare ventures qualifies him to serve as a member of the Board.

Atul Pande, M.D., age 71, has served as a member of our Board since the closing of the Business Combination in December 2019 and as a member of ISL’s board of directors since October 2019. From 2018 to 2020, Dr. Pande served as Chief Medical Advisor of PureTech Health plc, and previously served as its Chief Medical Officer from February 2017 to 2018 and as a Senior Advisor from July 2016 through February 2017. Dr. Pande has also served as President and Chief Executive Officer of Verity BioConsulting LLC, a drug development consulting firm, since 2014. He previously served as Chief Medical Officer of Tal Medical, Inc., a clinical-stage medical device company, from December 2014 to December 2017. From 2007 to April 2014, Dr. Pande was Senior Vice President and Senior Advisor, Pharmaceutical R&D at GlaxoSmithKline. He has also held senior roles at Pfizer R&D, Parke-Davis/ Warner-Lambert and Lilly Research Laboratories. He is currently a board member at Pangea Botanica, and previously served as a board member of Autifony Therapeutics, Heptares Therapeutics, Perception Neurosciences, Sio Gene Therapies, and Karuna Therapeutics. Dr. Pande received his MBBS (Bachelor of Medicine, Bachelor of Surgery) and his M.D. from the University of Lucknow, India, completed his research fellowship training in psychiatry at the University of Michigan Medical School and his postgraduate specialty training and psychiatry residency program at Western University.

The Board believes that Dr. Pande’s medical background and his significant knowledge of the biopharmaceutical industry qualifies him to serve as a member of the Board.

Frank M. Torti, M.D., age 47, has served as Chairperson of ISL’s board of directors since June 2019 and as its Executive Chairperson since August 2021. Dr. Torti served as Chairperson of our Board from the closing of the Business Combination in December 2019 until August 2021. In August 2021, Dr. Torti was appointed Executive Chairperson of our Board. Dr. Torti was the founding CEO and Chairman of Telavant Inc. from its inception in November 2022 until its sale to Roche for approximately $7.1B in December of 2023. Dr. Torti has also served as the President of RSI since July 2025, and as the Vant Chair of RSI since January 2020. In this capacity he serves as the CEO, Chairman, or a member of the board of directors of the biopharmaceutical companies in the Roivant family and is responsible for the operations and management of those companies. He previously served as Vant Investment Chair of RSI, from August 2018 to December 2019. Prior to joining RSI, from August 2007 to August 2018, Dr. Torti served as a Partner of New Enterprise Associates, or NEA, specializing in investments in healthcare. Prior to joining NEA, Dr. Torti worked for the Duke University Center for Clinical & Genetic Economics from 2002 to 2005 in various capacities, where he was involved in clinical trials research and economic evaluations of multinational clinical trials. In addition to his roles at Immunovant and Roivant, Dr. Torti presently serves as Chairman of the board of several private biopharmaceutical companies. Dr. Torti previously served as Chairman of the board of directors of Arbutus Biopharma from November 2018 until February 2025, as a director of Urovant Sciences Ltd., from August 2018 to December 2019, and Myovant Sciences Ltd., from November 2018 to December 2019. Dr. Torti earned an M.D. from the University of North Carolina School of Medicine, an M.B.A. from Harvard Business School and a B.A. from the University of North Carolina.

The Board believes that Dr. Torti’s extensive experience in healthcare investing, as well as his operating and clinical trial background, qualifies him to serve on the Board.

Eric Venker, M.D., Pharm.D., age 39, has served as our Chief Executive Officer since April 2025 and as a member of our Board since February 2020. Dr. Venker continues to serve with RSI as President and Immunovant CEO, having previously served as President and Chief Operating Officer of RSI since January 2021, and prior to that, as Chief Operating Officer of RSI since November 2018. Previously, from October 2017 to October 2018, he was Chief of Staff to RSI’s Chief Executive Officer, and from 2014 to 2015, an Analyst at RSI. From 2015 to 2017, Dr. Venker was a physician at New York Presbyterian Hospital/Columbia University Medical Center, where he trained in internal medicine. From 2011 to 2015, Dr. Venker was a Clinical Pharmacist at Yale-New Haven Hospital. Dr. Venker presently serves on the boards of directors of several of Roivant’s private biopharmaceutical companies. Dr. Venker previously served on the boards of Sio Gene Therapies, Inc. and Arbutus Biopharma Corporation. He received his Pharm.D. from St. Louis College of Pharmacy and his M.D. from Yale School of Medicine.

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The Board believes that Dr. Venker’s position as our Chief Executive Officer, medical background and experience in the biopharmaceutical industry qualify him to serve as a member of the Board.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Family Relationships

There are no family relationships between the Board and any of our executive officers.

Director Independence and Controlled Company Exemption

We are a “controlled company” within the meaning of the listing rules of the Nasdaq Stock Market LLC (“Nasdaq”). We will remain a “controlled company” so long as either more than 50% of the voting power for the election of directors is held by RSL, or the directors elected by RSL as holder of the Series A preferred stock control all matters presented to the Board for a vote. As such, we intend to avail ourselves of the controlled company exemptions under the Nasdaq listing rules. As a controlled company, we will not be required to have a majority of our Board comprised of “independent directors,” as defined under the Nasdaq listing rules, or to have a Compensation Committee or a Nominating and Corporate Governance Committee composed entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. We may continue to rely on these exemptions so long as we are allowed to as a “controlled company.”

The “controlled company” exemption does not modify the independence requirements for the Audit Committee, and we comply with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Nasdaq listing rules, which rules require that our Audit Committee be composed of at least three members.

The Board has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, the Board has determined that the following four directors are independent directors within the meaning of applicable rules and regulations of the SEC and Nasdaq listing rules: Messrs. Bauer, Hughes, Susman and Dr. Pande. Dr. Venker is not independent due to his position as Chief Executive Officer of Immunovant and his position with RSI. Dr. Torti and Mr. Fromkin are not independent due to their positions with RSI.

Board Leadership Structure

We believe that all members of the Board should have a voice in the affairs and the management of Immunovant. The Board believes that our stockholders are best served at this time by having a chairperson, who is an integral part of our Board structure and a critical aspect of effective corporate governance. Dr. Torti has served as chairperson of the Board since the closing of the Business Combination in December 2019. In August 2021, Dr. Torti was appointed Executive Chairperson of the Board. Dr. Torti brings considerable skills and experience, as described above, to this role. We believe his extensive knowledge of our operations, the biopharmaceutical industries, and the markets in which we compete uniquely positions him to identify matters for Board review and deliberation and to assist management with oversight of strategic planning. Our Executive Chairperson has significant responsibilities, including those set forth in our corporate governance guidelines. The Executive Chairperson’s responsibilities include:

•Establishing the agenda for regular Board meetings and serving as chairperson of Board meetings;

•Acting as principal liaison between the members of the Board and the Chief Executive Officer;

•Serving as an advisor to the Chief Executive Officer;

•Assisting senior management with overseeing strategic planning relating to clinical trials and the development of our assets;

•Coordinating with the committee chairs regarding meeting agendas and information requirements, and presiding over portions of meetings of the Board at which the evaluation or compensation of the Chief Executive Officer is presented or discussed; and

•Coordinating the activities of the other directors, and performing such other duties the Board may establish or delegate from time to time.

The active involvement of our independent directors, combined with the qualifications and significant responsibilities of our Executive Chairperson and other directors, provide balance on the Board and promote strong, independent oversight of our management and affairs.

Policy Regarding Hedging of Our Common Stock

Our executive officers and directors are prohibited from hedging and speculative trading in and out of Immunovant’s common stock, including short sales and leverage transactions, such as puts and calls.

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Role of the Board in Risk Oversight

The Board and each of its committees have an active role in overseeing management of our risks. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees, which meet at least annually, that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for Immunovant. The Audit Committee’s charter mandates the Audit Committee to review and discuss with management, and our independent registered public accounting firm, as appropriate, our major financial risk exposures and the steps taken by management to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Audit Committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the Audit Committee typically meets annually with both IT and business personnel responsible for cybersecurity risk management and receives periodic reports from management, as well as incidental reports as matters arise. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, as well as risks associated with employee retention and the recruitment of future talent. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Meetings of the Board and its Committees

The Board met 6 times during the fiscal year ended March 31, 2026. The Audit Committee met five times during the fiscal year ended March 31, 2026. The Compensation Committee met seven times during the fiscal year ended March 31, 2026. The Nominating and Corporate Governance Committee met four times during the fiscal year ended March 31, 2026. Each director attended at least 75% of the aggregate number of meetings of the Board and of the committees on which he served, held during the portion of the fiscal year ended March 31, 2026 for which he was a director or committee member.

Information Regarding Committees of the Board

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership information as of July 8, 2026 for each of these Board committees:

Name

Audit

Compensation

Nominating and
Corporate Governance

Eric Venker, M.D., Pharm.D.

Frank M. Torti, M.D.

☑

Jacob Bauer

☑*

☑

Andrew Fromkin

☑*

☑

Douglas Hughes

☑

Atul Pande, M.D.

☑*

Robert Susman

☑

* Committee Chairperson

Below is a description of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board as of the record date of July 8, 2026. The written charters of the committees are available to stockholders on the investors section of our website at www.immunovant.com. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

Audit Committee

The Audit Committee consists of Mr. Bauer, Mr. Hughes and Mr. Susman, with Mr. Bauer as the chairperson of the Audit Committee. The Audit Committee consists solely of directors who are independent under the listing standards of Nasdaq and meet the independence standards set forth in Rule 10A-3 of the Exchange Act. The Board has further determined that each of the members of the Audit Committee satisfies the financial literacy and sophistication requirements of the SEC and Nasdaq listing rules. In addition, the Board has determined that Mr. Bauer, Mr. Hughes and Mr. Susman each qualify as an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

The principal duties and responsibilities, among others, of our Audit Committee include:

•recommending whether to retain an independent registered public accounting firm to serve as independent auditor to audit our financial statements, overseeing the independent auditor’s work and determining the independent auditor’s compensation;

•approving in advance all audit services and non-audit services to be provided by our independent auditor;

•establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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•overseeing our risk assessment and risk management processes;

•reviewing and ratifying all related party transactions, based on the standards set forth in our related party transactions policy;

•reviewing and discussing with management and the independent auditor the results of the annual audit and the independent auditor’s review of our quarterly financial statements;

•conferring with management and the independent auditor about the scope, adequacy and effectiveness of our internal accounting controls, the objectivity of our financial reporting and our accounting policies and practices;

•overseeing our policies, procedures and plans relating to investments, cash management and foreign currency exposure and the management of risk relating thereto;

•overseeing our policies, procedures, plans and information technology systems designed to ensure, and manage risks relating to, the security, confidentiality, availability and integrity of information, as well as the operation and effectiveness thereof;

•making periodic reports to the Board regarding compliance matters, including reporting any substantial deviations from, or potential violations of, our compliance policies and procedures;

•establishing internal reporting procedures for employees to confidentially report to our compliance officer any identified issues or questions regarding our compliance program; and

•developing, recommending, reviewing and updating our compliance policies and procedures to ensure continued compliance with the current legal and regulatory landscape in which we operate.

Both our independent registered public accounting firm and management periodically meet privately with the Audit Committee.

Report of the Audit Committee of the Board

The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended March 31, 2026 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2026.

Jacob Bauer (Chairperson)

Douglas Hughes

Robert Susman

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Immunovant under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

The Compensation Committee consists of Mr. Fromkin, Mr. Hughes, Mr. Susman and Dr. Torti, with Mr. Fromkin as the chairperson of the Compensation Committee. The principal duties and responsibilities, among others, of our Compensation Committee include:

•reviewing and making recommendations to the Board regarding performance goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of those goals and objectives and recommending to the full Board for approval, the Chief Executive Officer’s compensation, including incentive-based and equity-based compensation, based on that evaluation;

•reviewing and recommending to the Board the compensation of other executive officers, based in part on recommendations of the Chief Executive Officer;

•exercising administrative authority under our equity incentive plan and any employee benefit plans;

•ensuring that our compensation arrangements are competitive, promote long-term retention, promote the success of Immunovant and align the interests of our employees with those of our stockholders;

•making recommendations to the Board regarding director compensation;

•overseeing risks and exposures associated with executive and director compensation plans and arrangements;

•reviewing and discussing with management the compensation discussion and analysis that we may be required from time to time to include in SEC filings; and

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•preparing a Compensation Committee report on executive and director compensation as may be required from time to time to be included in our annual proxy statements or annual reports on Form 10-K filed with the SEC.

Compensation Committee Processes and Procedures

Typically, the Compensation Committee will meet at least four times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer. The Compensation Committee meets from time to time in executive session. In addition, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding his compensation. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of Immunovant. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of Immunovant, advice and assistance from compensation consultants and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisors, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the advisor’s independence; however, there is no requirement that any advisor be independent.

Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees as appropriate. The Board has delegated authority to Dr. Venker to grant, without any further action required by the Compensation Committee, stock options and other equity incentives to employees who are not executive officers of Immunovant, in keeping with the broader hiring plans and goals of the Company. The purpose of this delegation of authority is to enhance the flexibility of equity incentive administration within Immunovant and to facilitate the timely grant of equity incentives to non-executive officer employees, particularly new employees, within specified limits approved by the Compensation Committee or the Board. The size of the delegated pool is reviewed as needed.

The Compensation Committee has recommended adjustments to annual compensation, determined bonus and equity awards and established new performance objectives at one or more meetings held during the first half of the calendar year, subject to final determination by the Board. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year. Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Committee by the Chief Executive Officer. In the case of the Chief Executive Officer, the evaluation of his performance is conducted by the Compensation Committee, which determines any adjustments to his compensation as well as awards to be granted. For all executives and directors as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

Further discussion of the role and function of our Compensation Committee, executive officers and compensation consultant in determining executive compensation can be found in the section below entitled “Executive Compensation – Compensation Discussion and Analysis.”

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended March 31, 2026, the members of our Compensation Committee were Mr. Fromkin, Mr. Hughes, Mr. Susman, and Dr. Torti. None of the members of our Compensation Committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or Compensation Committee.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Mr. Bauer, Mr. Fromkin and Dr. Pande, with Dr. Pande as the chairperson of the Nominating and Corporate Governance Committee. The principal duties and responsibilities, among others, of our Nominating and Corporate Governance Committee include:

•assessing the need for new directors and identifying individuals qualified to become directors;

•recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;

•assessing individual director performance, participation and qualifications;

•recommending and overseeing the implementation of and monitoring compliance with, our corporate governance guidelines, and periodically reviewing and recommending any necessary or appropriate changes to our corporate governance guidelines;

•monitoring the effectiveness of the Board and the quality of the relationship between management and the Board; and

•overseeing the periodic evaluation of the Board’s performance.

The Nominating and Corporate Governance Committee evaluates director nominees for election to the Board by our stockholders at the annual meeting of stockholders in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders. The Nominating and Corporate Governance Committee and the Board believe that such candidates should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. In considering candidates for election to the Board by the holders of our common stock, other factors will also be considered, such as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of Immunovant, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, diversity and having the commitment to rigorously represent the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee will consider the minimum Board membership criteria described above, as well as diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and our business, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire at the annual meeting of stockholders, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates for election to the Board by holders of our common stock, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board.

The Nominating and Corporate Governance Committee will consider stockholder recommendations of director candidates for election to the Board by holders of our common stock. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board by holders of our common stock at an annual meeting of stockholders may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Nominating and Corporate Governance Committee, c/o Immunovant, Inc., 1000 Park Forty Plaza, Durham, North Carolina 27713, Attn: Corporate Secretary, at least 120 days prior to the anniversary date of the mailing of our proxy statement for the last annual meeting of stockholders. Submissions must include, among other things, the full name of the proposed candidate, a description of the proposed candidate’s business experience for at least the previous five years, complete biographical information, a description of the proposed candidate’s qualifications as a director, and such other information as required by our amended and restated bylaws. Any such submission must be accompanied by the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected.

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Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all of our employees, executive officers and directors. The Code of Conduct is available on our website at www.immunovant.com. If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct to the principal executive officer, principal financial officer and principal accounting officer or controller or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on our website.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of Immunovant’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended March 31, 2026. In addition, it is Immunovant’s intent to comply with applicable laws and regulations relating to insider trading.

Stockholder Communications With the Board

Stockholders wishing to communicate with the Board or an individual director may do so by sending a written communication to the Board or such director at c/o Immunovant, Inc., 1000 Park Forty Plaza, Durham, North Carolina 27713, Attn: Corporate Secretary. Written communications must set forth the name and address of the stockholder on whose behalf the communication is sent and the number and class of stock that are owned beneficially by such stockholder as of the date of the communication.

Any such communication will be reviewed by the Corporate Secretary, who will forward such communication to the Board or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Corporate Secretary shall discard the communication or inform the proper authorities, as may be appropriate.

Corporate Governance Guidelines

Our Corporate Governance Guidelines are designed to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, Board meetings and involvement of senior management, Chief Executive Officer performance evaluation and succession planning, and Board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each committee of the Board, may be viewed on the investors section of our website at www.immunovant.com.

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PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027 and has further directed that management submit the selection of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP was appointed as our independent registered public accounting firm in December 2019. Ernst & Young LLP has audited the financial statements of ISL since 2018. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Immunovant and our stockholders.

The affirmative vote of the holders of a majority of the voting power of the shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual Meeting, voting together, will be required to ratify the selection of Ernst & Young LLP. Abstentions will be counted towards the vote total and will have the same effect as “Against” votes.

Principal Accountant Fees and Services

The following table represents the aggregate fees billed by Ernst & Young LLP to us (including ISL) for the years ended March 31, 2026 and 2025.


	Year Ended March 31,
	2026		2025
	(in thousands)
Audit Fees(1)	$	1,268	$	1,166
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	1,268	$	1,166

(1)Audit Fees consisted of fees for professional services rendered for the audits of our financial statements which were billed during the respective year, including the audits of our annual financial statements and reviews of our interim quarterly reports, and services provided in connection with SEC filings, including consents and comfort letters.

All fees described above were pre-approved by our Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by Immunovant’s independent registered public accounting firm, Ernst & Young LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. The Audit Committee has determined that the rendering of services other than audit services by Ernst & Young LLP is compatible with maintaining the principal accountant’s independence.

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL NO. 2.

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PROPOSAL NO. 3

NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our stockholders are entitled to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers (as disclosed under the section titled “Executive Compensation,” including the compensation tables included therein and the accompanying narrative disclosure) commonly known as “say-on-pay.” After careful consideration and in consideration of the say-on-frequency vote that occurred at the 2021 Annual Meeting of Stockholders, our Board has determined that a say-on-pay vote that occurs every year is the most appropriate approach for Immunovant at this time.

The vote on this resolution is not intended to address any specific element of compensation but rather relates to the overall compensation of our named executive officers, as described in this proxy statement. As discussed under the section titled “Compensation Discussion and Analysis”, our Board believes that its compensation philosophy and decisions support our key business objectives of creating value for, and promoting the interests of, our stockholders.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting a non-binding, advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation of the named executive officers, as disclosed in Immunovant’s Proxy Statement for its 2026 Annual Meeting of Stockholders, including the compensation tables and related narrative disclosures, is hereby APPROVED.”

The approval of this non-binding proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of common stock and Series A preferred stock present by virtual attendance or represented by proxy and entitled to vote on the matter at the Annual Meeting, voting together. Abstentions will be counted towards the vote total and will have the same effect as “Against” votes. Broker non-votes will have no effect on the vote total.

Since this proposal is an advisory vote, the result will not be binding on the Board or Compensation Committee. However, the Board values our stockholders’ opinions, and the Board and Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL NO. 3.

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EXECUTIVE OFFICERS

Set forth below are the names of our executive officers and their ages and positions with us as of July 8, 2026.

Name

Age

Position

Eric Venker, M.D., Pharm.D.

Chief Executive Officer

Tiago Girão

Chief Financial Officer

Melanie Gloria

Chief Operating Officer

Jay S. Stout, Ph.D.

Chief Technology Officer

Christopher Van Tuyl

Chief Legal Officer and Corporate Secretary

Dr. Venker’s biography is set forth under “Series A Preferred Stock Directors” above.

Tiago Girão has served as our Chief Financial Officer since April 2025. Prior to joining Immunovant, Mr. Girão served as the Chief Financial Officer for several Roivant subsidiaries. He was previously the Chief Financial Officer of Cytori Therapeutics, Inc., a specialty biotechnology company, from 2014 to 2019 and held senior leadership roles at NuVasive, Inc. Mr. Girão began his career in the audit practices of Ernst & Young and KPMG, where he gained over a decade of foundational public accounting and financial experience. He also served on the Board of Directors of Landos Biopharma, Inc. from 2021 until its acquisition by AbbVie, Inc. in early 2024. Mr. Girão holds an accounting degree from Universidade de Fortaleza in Brazil and is a licensed CPA in the state of California.

Melanie Gloria, B.S.N. has served as our Chief Operating Officer since November 2024. From November 2021 to October 2024, she served as the Chief Operating Officer of ACELYRIN, Inc., a biopharmaceutical company. From June 2018 to November 2021, she was the Senior Vice President Development Operations – ClinOps, Compliance & Standards, Regulatory, Safety & PV at Horizon Therapeutics Public Limited Company. From August 2014 through July 2018, Ms. Gloria served as Senior Director of Clinical Program Development at AbbVie Inc. From November 2009 to August 2014, she was Associate Director of Clinical Program Development for Abbott Laboratories. Ms. Gloria earned a B.S. in nursing from the University of Illinois Chicago.

Jay S. Stout, Ph.D. has served as our Chief Technology Officer since April 2023. From December 2020 to April 2023, he was an independent consultant supporting the scale up and validation of late stage products in immunology and cell and gene therapy. From June 2018 to November 2020, he led Technical Operations at Immunomedics (Gilead Sciences) leading to the approval of an antibody drug conjugate for oncology. Prior to that, Dr. Stout held various senior leadership roles in Technical Operation at Versartis (Aravive), San Bio, Merck, Amgen, Pfizer, and BioNebraska (Restoragen). Dr. Stout has served on the Amgen Center for BioProcessing Advisory Board at the Keck Graduate Institute for more than 10 years and was the Chair of the Advisory Board from 2021-2023. Dr. Stout earned a B.S. and M.S. in Chemistry from the University of Iowa and a Ph.D. in Chemistry and Biochemistry from the University of Nebraska-Lincoln.

Christopher Van Tuyl, J.D. has served as our Chief Legal Officer and Corporate Secretary since December 2024. From March 2018 to October 2024, he served as the Chief Legal Officer and Corporate Secretary of Dermavant Sciences, Inc., a biopharmaceutical company. From October 2015 to March 2018, he was a Shareholder at Sacks Tierney, P.A. From March 2015 through August 2015, Mr. Van Tuyl served as Legal Executive at Fidelity National Information Services. Mr. Van Tuyl served as Associate General Counsel, Corporate Secretary and Chief Compliance Officer for Rayonier, Inc., where he was employed from February 2013 to March 2015. Mr. Van Tuyl earned a B.S. in Finance from Arizona State University and a J.D. from Duke University School of Law.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of June 30, 2026 by:

•each director or nominee for director;

•each named executive officer;

•all current executive officers and directors as a group; and

•all those known by us to be beneficial owners of more than five percent of our outstanding common stock.

This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and Schedules 13G filed with the SEC by beneficial owners of more than five percent of our common stock. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 206,264,878 shares of common stock outstanding on June 30, 2026, adjusted as required by rules promulgated by the SEC. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding any shares of our common stock subject to options held by such person that are currently exercisable or exercisable within 60 days of June 30, 2026 and any shares of common stock issuable upon the settlement of restricted stock units (“RSUs”) that have vested or vest within 60 days of June 30, 2026. However, we did not deem such shares of our common stock outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated below, the business address of each of the individuals or entities listed in the following table is 1000 Park Forty Plaza, Durham, North Carolina 27713.

Beneficial Ownership

Beneficial Owner

Number of
Shares

Percent of
Total

5% Stockholder

Roivant Sciences Ltd.(1)

113,327,007

54.9%

FMR LLC(2)

14,729,555

7.1

Named Executive Officers and Directors

Eric Venker(3)

490,713

Tiago Girão(4)

121,082

Melanie Gloria(5)

122,394

Jay Stout(6)

247,297

Christopher Van Tuyl(7)

93,175

Peter Salzmann(8)

623,466

Eva Renee Barnett(9)

157,761

Michael Geffner(10)

111,447

Frank M. Torti (11)

1,954,091

Jacob Bauer(12)

20,084

Andrew Fromkin(13)

133,092

Douglas Hughes(14)

389,964

Atul Pande (15)

383,042

Robert Susman(16)

17,582

All current directors and executive officers as a group (11 individuals)

3,972,516

1.9

* Less than 1%.

(1) As reported on a Schedule 13D/A filed by Roivant Sciences Limited (“RSL”) on December 12, 2025. Consists of shares of common stock directly held by RSL and includes 10,000 shares of common stock issuable upon conversion of the shares of Series A preferred stock held by RSL. Each share of Series A preferred stock is convertible at any time at the option of the holder into one share of common stock. RSL owns all of the authorized and outstanding shares of Series A preferred stock and is entitled to elect a specified number of directors to the Board. RSL exercises voting and dispositive control over shares of common stock and shares of preferred stock through its board of directors. No individual director of RSL has beneficial ownership over the shares of common stock or shares of preferred stock. The principal business address of RSL is 7th Floor, 50 Broadway, London SW1H 0DB United Kingdom.

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(2) Based solely on information reported on the Schedule 13G/A filed by FMR LLC (“FMR”) on November 5, 2025. Consists of shares of common stock owned by FMR and Abigail P. Johnson. FMR reported having sole voting power over 14,715,496 shares of common stock and FMR and Abigail P. Johnson reported having shared dispositive power over 14,729,554.78 shares of common stock. The principal business address for each of FMR and Abigail P. Johnson is 245 Summer Street, Boston, MA 02210.

(3) Includes (i) 465,593 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 5,559 shares of common stock underlying capped value appreciation rights (“CVARs”) that will vest within 60 days of June 30, 2026, and (iii) 19,561 shares of common stock.

(4) Includes (i) 81,721 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 13,024 RSUs that will vest within 60 days of June 30, 2026, and (iii) 26,337 shares of common stock.

(5) Includes (i) 95,898 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 11,633 RSUs that will vest within 60 days of June 30, 2026, and (iii) 14,863 shares of common stock.

(6) Includes (i) 197,728 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 14,447 RSUs that will vest within 60 days of June 30, 2026, and (iii) 35,122 shares of common stock.

(7) Includes (i) 57,561 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 3,174 RSUs that will vest within 60 days of June 30, 2026, and (iii) 32,440 shares of common stock.

(8) Includes 623,466 shares of common stock.

(9) Includes 157,761 shares of common stock.

(10) Includes (i) 34,361 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, and (ii) 77,086 shares of common stock.

(11) Includes (i) 1,172,042 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 46,694 RSUs that will vest within 60 days of June 30, 2026, (iii) 715,355 RSUs that vested as of June 30, 2026 where the holder has elected deferred settlement subject to the requirements of Section 409A, and (iv) 20,000 shares of common stock.

(12) Includes (i) 11,745 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, and (ii) 8,339 shares of common stock.

(13) Includes (i) 72,590 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 39,966 RSUs that vested as of June 30, 2026 where the holder has elected deferred settlement subject to the requirements of Section 409A, and (iii) 20,536 shares of common stock.

(14) Includes (i) 269,191 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 64,666 RSUs that vested as of June 30, 2026 where the holder has elected deferred settlement subject to the requirements of Section 409A, and (iii) 56,107 shares of common stock.

(15) Includes (i) 260,191 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, (ii) 12,523 RSUs that vested as of June 30, 2026 where the holder has elected deferred settlement subject to the requirements of Section 409A, (iii) 90,328 shares of common stock, and (iv) 20,000 shares of common stock indirectly beneficially owned through a family trust.

(16) Includes (i) 11,745 shares of common stock underlying options that are exercisable within 60 days of June 30, 2026, and (ii) 5,837 shares of common stock.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) discusses our executive compensation philosophy, objectives and the components of our executive compensation program, the compensation decisions made under this program, and the factors considered by the Compensation Committee in making those decisions. The CD&A describes the compensation for our fiscal year ended March 31, 2026 (“FY2026”) and is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for our FY2026 named executive officers (“NEOs”).

During FY2026, our NEOs were as follows:

•Eric Venker, M.D., Pharm.D., Chief Executive Officer

•Tiago Girão, Chief Financial Officer

•Melanie Gloria, Chief Operating Officer

•Jay Stout, Ph.D., Chief Technology Officer

•Christopher Van Tuyl, Chief Legal Officer and Corporate Secretary

•Peter Salzmann, M.D., former Chief Executive Officer

•Eva Renee Barnett, former Chief Financial Officer

•Michael Geffner, M.D., former Chief Medical Officer

Dr. Salzmann retired from his position as our Chief Executive Officer on April 20, 2025. Ms. Barnett ceased serving as our Chief Financial Officer effective April 20, 2025. Dr. Venker and Mr. Girão commenced their roles with us on April 21, 2025. Dr. Geffner ceased serving as our Chief Medical Officer effective November 21, 2025.

Business Overview and FY2026 Progress

Immunovant is a clinical-stage immunology company dedicated to enabling normal lives for people with autoimmune diseases. Our focus is on developing IMVT-1402 (imeroprubart), a fully human monoclonal antibody that targets the neonatal fragment crystallizable receptor (“FcRn”) to address autoimmune diseases driven by high levels of pathogenic immunoglobulin G antibodies. FcRn is involved in preventing the degradation of IgG antibodies, and inhibition of FcRn has been shown to reduce levels of total IgG and pathogenic IgG antibodies, correlating with clinical benefit in a variety of autoimmune diseases.

In FY2026, we advanced the clinical development of IMVT-1402 across a broad pipeline of indications in several therapeutic areas, including in Graves’ disease, difficult-to-treat rheumatoid arthritis, Sjögren’s disease, myasthenia gravis, chronic inflammatory demyelinating polyneuropathy, and cutaneous lupus erythematosus. We also completed a capital raise generating approximately $550 million in gross proceeds, extending the Company’s cash runway to a potential launch of IMVT-1402 in Graves’ disease.

Executive officer compensation-related actions taken by our Compensation Committee and our Board in FY2026 included:

•Short-Term Incentives – Our Board, with input from the Compensation Committee, set corporate goals designed to be challenging and aligned with our strategic objectives, including clinical development, regulatory goals and organizational priorities, which our Compensation Committee and Board used in determining the annual bonuses paid to our executive officers for FY2026.

•Long-Term Incentives – Our executive officers were granted stock options to emphasize our strategic focus on stock price appreciation and RSUs subject to time-based vesting as a long-term, retentive vehicle.

•Performance-based RSUs (PSUs) – In addition to stock options and RSUs, as part of our equity grant process beginning in FY2026, our Compensation Committee recommended, and our Board awarded, performance-based restricted stock units (“PSUs”) to certain of our executive officers, with the goal of strengthening alignment between the interests of those executive officers and our stockholders by tying a portion of equity compensation to the achievement of objectives designed to support stockholder value creation.

•Capped Value Appreciation Rights (CVARs) – In connection with the commencement of his employment with the Company, our CEO was granted CVARs that are subject to performance-based vesting requirements relating to the achievement of specified clinical development activity and other conditions as described further below, as well as continued service through specified service-based vesting dates.

•Peer Group – Our Compensation Committee revised our peer group to further reflect our industry, stage of development, and market capitalization.

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Responsible Executive Compensation Policies and Practices

The following table summarizes our executive compensation policies and practices, including responsible policies and practices we have implemented and the policies and practices we have avoided to best serve our stockholders’ long-term interests.


What we do:						What we do not do:
✓ Performance metrics tied to company performance. Payouts under our annual cash incentive program are based on company performance, further aligning the interests of our executive officers and our stockholders ✓ Multi-year vesting requirements. The time-based equity awards granted to our executive officers vest over multi-year periods, consistent with current market practice and our retention objectives ✓ Use of double-trigger change in control provisions. Our executive compensation arrangements generally provide for double-trigger cash severance payments and acceleration of vesting of equity awards that require a qualifying termination of employment following the occurrence of a change in control ✓ Independent compensation consultant. Our Compensation Committee engages an independent compensation consultant, reporting directly to the Compensation Committee, and providing no other services to the Company ✓ Annual compensation votes. We conduct a “say-on-pay” vote on an annual basis						✘ No excise tax “gross-ups.” None of our employment-related agreements provide for excise tax “gross-ups” ✘ No special perquisites. Except as otherwise discussed below, we do not provide our executive officers with perquisites or other personal benefits that differ materially from those available to employees generally ✘ No retirement plans other than Section 401(k) plan. Our executive officers are eligible to participate in our Section 401(k) retirement savings plan available to our other full-time, salaried employees and we do not provide any pension or other executive retirement benefits to our executive officers ✘ No special health or welfare benefits. Our executive officers are eligible to participate in the same broad-based health and welfare benefit programs offered to our other full-time, salaried employees ✘ No hedging, short selling or other inherently speculative transactions. Our insider trading policy prohibits our executive officers and directors from engaging in hedging, short sales or other inherently speculative transactions

Consideration of 2025 “Say-On-Pay” Vote

At our 2025 Annual Meeting of Stockholders, we held a stockholder advisory vote on the compensation of our executive officers, commonly called a “say-on-pay” vote. Of the votes cast, over 99% were cast in favor of the “say-on-pay” resolution. Our Board and the Compensation Committee took this result to represent strong support for our executive compensation program and did not make any changes to our executive compensation program in response to the 2025 “say-on-pay” vote. Our next “say-on-pay” vote will be held at the Annual Meeting.

Compensation Mix

We have a “pay-for-performance”-focused executive compensation philosophy. Consistent with this philosophy, our Compensation Committee believes that compensation should be designed to optimize company performance to increase stockholder value. The Compensation Committee seeks to achieve this objective by using different elements of compensation and a market-based approach to attract, retain, and motivate a high-performing team of executive officers and by aligning the majority of their target total direct compensation opportunity with the Company’s short-term and long-term performance, as well as each executive officer’s individual contributions. Variable incentive compensation is an important component of our compensation strategy and aims to ensure that total compensation reflects the overall performance of our Company. The Compensation Committee believes that it can achieve these objectives by providing a substantial portion of the target total direct compensation opportunity for each of our executive officers in the form of equity awards and cash bonus opportunities, which is goal- and performance-driven, with discretion also applied at the Board level for the individual executive officers.

Executive Compensation Philosophy

Our executive compensation program aims to achieve the following main objectives:

•attract, retain and reward highly qualified executive officers;

•provide incentives that motivate and reward our executive officers for achievement of key performance goals designed to be aligned with long-term stockholder value creation;

•align our executive officers’ interests with those of our stockholders and corporate culture; and

•link pay primarily to Company performance, with consideration also given to individual performance.

Our Compensation Committee regularly reviews our compensation policies and program design overall, to assess their alignment with the interests of our stockholders and our business goals, and evaluate whether the total compensation paid to our executive officers is fair, reasonable and competitive.

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Executive Compensation Elements

Generally, our executive compensation program consists of, and is intended to strike a balance among, the following three principal elements: base salary; an annual performance-based bonus opportunity; and long-term incentive compensation in the form of equity awards. We also provide our executive officers with the same benefits available to all our employees, including retirement benefits under a Section 401(k) retirement savings plan and participation in various employee health and welfare benefit plans. The following chart summarizes the three principal elements of our executive compensation program, their objectives, and key features:


Element of Compensation	Objectives	Key Features
Base Salary (fixed cash)	Provides financial stability and security through a fixed amount of cash for performing job responsibilities.	Generally reviewed annually and determined based on a number of quantitative and qualitative factors (including individual performance and the overall performance of our Company) and by reference, in part, to competitive market data prepared by the Compensation Committee’s independent compensation consultant.
Performance-Based Bonus (“at-risk” cash)	Motivates and rewards for attaining key annual corporate performance goals that relate to our key business objectives.	Target annual performance-based bonus opportunities are reviewed annually and determined by reference to competitive market data prepared by the Compensation Committee’s independent compensation consultant. Bonus payouts are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan, generally determined and recommended by the Compensation Committee and approved by the Board, and communicated to executive officers and employees more broadly at the beginning of the fiscal year. Actual bonus amounts earned are determined and recommended by the Compensation Committee at the end of the fiscal year and approved by the Board, taking into account the actual level of achievement of corporate objectives.
Long-Term Incentives (“at-risk” equity)	Motivates and rewards for long-term Company performance; designed to align our executive officers’ interests with our stockholders’ interests and changes in stockholder value. Designed to attract highly qualified executive officers and encourage their continued employment over the long term.	Long-term incentive compensation opportunities are reviewed annually and equity awards are granted during the first half of the fiscal year or as deemed appropriate during the year for new hires, promotions, or under other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual equity awards are determined based on a number of objective and subjective factors, including current corporate and individual performance and competitive market data prepared by the Compensation Committee’s independent compensation consultant.

We focus on providing a competitive compensation package to our executive officers that provides significant short-term and long-term incentives that may be earned for the achievement of measurable corporate and individual objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value.

We do not have any formal policies for allocating compensation among base salary, annual performance-based bonus opportunities, equity awards, short-term and long-term compensation, or among cash and non-cash compensation. Instead, the Compensation Committee exercises its judgment to establish a total compensation program for each executive officer and the executive management team more broadly that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes is appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, historically we have structured a significant portion of our executive officers’ total target direct compensation opportunity so that it is comprised of annual performance-based bonus opportunities and equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

How We Determine Executive Compensation

Role of our Board, Compensation Committee, and Management

The Compensation Committee is appointed by our Board and has responsibility for determining, or recommending to the Board for approval, the compensation of the Company’s non-employee directors, and executive officers. For details on the Compensation Committee’s oversight of our executive compensation program, please see the section titled “Information Regarding Committees of the Board - Compensation Committee” above.

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The Compensation Committee reviews all compensation paid by the Company to our executive officers. The Chief Executive Officer (“CEO”) evaluates and provides to the Compensation Committee performance assessments and compensation recommendations with respect to our executive officers other than himself. While our CEO discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee discusses and makes final determinations as to matters to recommend to the Board with respect to executive compensation matters without our CEO present during discussions of our CEO’s compensation. With respect to our CEO, the Compensation Committee recommends any changes to the full Board for final approval of the independent members of our Board. From time to time, various other members of management and other employees as well as outside advisors or consultants are invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings. Additionally, the Compensation Committee engages an independent compensation consultant and other advisors on an ongoing basis and consistently looks to them for guidance on our compensation practices.

The Compensation Committee typically meets at least quarterly to manage and evaluate our executive compensation program and provides guidance on the principal elements of compensation (base salary, annual performance-based bonus opportunities, and equity awards) for our executive officers. This occurs formally on an annual basis, however, other compensation reviews and recommendations occur at other times for new hires, promotions or other special circumstances as deemed appropriate.

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. During FY2026, after assessing Compensia’s independence in accordance with SEC rules and applicable Nasdaq listing standards, the Compensation Committee engaged Compensia as its compensation consultant. The Compensation Committee requested that Compensia, among other things:

•provide guidance on industry compensation practices;

•evaluate the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals;

•assist in providing guidance as to the details of our executive compensation programs to execute that long-term strategy; and

•provide support for annual peer group and compensation reviews and determinations, as well as situational compensation reviews.

As part of its engagement, Compensia is directed by the Compensation Committee to update a comparative group of companies on an annual basis and as needed and to perform analyses of competitive performance and compensation levels for that peer group. Compensia ultimately prepared a competitive market analysis based on data drawn from the peer group companies that was presented to the Compensation Committee for its consideration. Following significant review and an active dialogue with Compensia, the Compensation Committee made its executive compensation determinations and recommendations to the Board for FY2026.

The Compensation Committee has evaluated whether the work of Compensia as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC rules and applicable Nasdaq listing standards. Based on this evaluation, our Compensation Committee determined that the work of Compensia does not create any conflict of interest pursuant to applicable SEC rules and Nasdaq listing standards.

Use of Competitive Market Compensation Data

The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies (based on industry, market capitalization and stage of development) with which we compete for top talent. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our executive officers. Instead, the Compensation Committee reviews compensation data from a representative group of peer companies and broad-based compensation surveys to inform its understanding of market compensation levels.

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In order to evaluate compensation data against a representative peer group, the Compensation Committee directed Compensia to update the list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with which we compete. In January 2025, Compensia proposed, and the Compensation Committee recommended to our Board for approval, a group of companies deemed to be appropriate peers based on our Company’s industry stage of development, revenue, and size (based primarily on market capitalization). Given the market capitalization of the Company and other factors, choosing a peer group takes into consideration a broad range of attributes to identify a representative group for compensation and related guidance. The peer group for FY2026 was as follows:


Apogee Therapeutics Arcellx Arrowhead Pharmaceuticals Biohaven BridgeBio Pharma Celldex Therapeutics CRISPR Therapeutics AG Cytokinetics Denali Therapeutics			Kymera Therapeutics Madrigal Pharmaceuticals Nuvalent Revolution Medicines SpringWorks Therapeutics Viridian Therapeutics Xencor Xenon Pharmaceuticals

Using data compiled from the peer companies, Compensia completed an assessment of our executive compensation program to inform the Compensation Committee’s determinations regarding executive compensation for FY2026. Compensia prepared and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, annual performance-based bonus opportunities, equity compensation (valued based on an approximation of grant date fair value), total target cash compensation (base salary and the target annual performance-based bonus opportunity) and target total direct compensation (total target cash compensation and equity compensation) with respect to each of the executive officers. The Compensation Committee did not target pay to fall at any particular percentile of the competitive market data but rather reviewed these market data reference points as a helpful reference point in making these compensation decisions. An analysis of competitive market data is only one of several factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described below under “Factors Used in Determining Executive Compensation.”

Factors Used in Determining Executive Compensation

The Compensation Committee reviews the annual base salary levels, annual performance-based bonus opportunities, and long-term incentive compensation opportunities of our executive officers at the beginning of each year, or more frequently as warranted.

The Compensation Committee does not establish a specific target for making its decisions about the target total direct compensation opportunities for our executive officers. Instead, the members of the Compensation Committee rely primarily on their general experience, business judgment, input from the compensation consultant and advisors, and subjective considerations of various factors, our executive compensation program objectives, past and expected future Company and individual performance, the executive officer’s scope of job function and skill set and expected contributions to the Company, internal equity among the members of the executive team, compensation practices of our compensation peer group and/or selected broad-based compensation surveys, the need to attract new talent to our executive team and retain existing talent in a highly competitive industry, and the recommendations of our CEO (other than with respect to his own compensation).

These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.

The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation recommendations or decisions.

Components of Executive Compensation

Base Salary

We provide annual base salaries to our executive officers to compensate them for performance of job responsibilities and to attract and retain individuals with superior talent. The annual base salary for each of our executive officers was initially established at the time the executive was hired, based on an assessment of the competitive market and the experience of the candidate, in order to develop a compensation package, including base salary, that was deemed necessary to attract and retain each individual.

Our Compensation Committee periodically reviews and evaluates the need for adjustment of the base salaries of our executive officers based on changes and expected changes in the scope of an executive’s responsibilities, Company performance, competitive market data and general salary trends in our industry. No specific weight is assigned to any of these criteria.

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In March 2025, the Compensation Committee reviewed the base salaries of each of our then-serving executive officers. After considering the factors detailed in the section above titled, “Factors Used in Determining Executive Compensation,” the Compensation Committee determined the base salaries of each of our executive officers for FY2026, including the year-over-year adjustments for our NEOs set forth below. Dr. Venker’s and Mr. Girão’s salaries were negotiated in connection with the commencement of their employment with the Company in April 2025 and were determined based on similar factors as the current executives, including taking into account the salaries of their respective predecessors.


Named Executive Officer	Fiscal 2025 Annual Base Salary		Fiscal 2026 Annual Base Salary		Percent Change
Eric Venker	n/a(1)		$	672,000	—
Tiago Girão	n/a(2)		481,000		—
Melanie Gloria	$	481,000	495,000		2.9%
Jay Stout	481,000		495,000		2.9%
Christopher Van Tuyl	481,000		495,000		2.9%
Peter Salzmann (3)	724,500		747,000		3.1%
Eva Renee Barnett (4)	481,000		495,000		2.9%
Michael Geffner	518,000		535,000		3.3%

(1) Dr. Venker was appointed to serve as the Company’s Chief Executive Officer on April 21, 2025. He continues to serve in a role at Roivant Sciences, Inc. (“RSI”), a wholly owned subsidiary of RSL. His base salary for FY2026 consisted of (i) an Immunovant base salary of $672,000 paid by the Company and (ii) an RSI base salary of $75,000 paid entirely by RSI for his services unrelated to the Company.

(2) Mr. Girão commenced employment with the Company on April 21, 2025.

(3) Dr. Salzmann served as the Company’s Chief Executive Officer during FY2026 until April 20, 2025.

(4) Ms. Barnett served as the Company’s Chief Financial Officer during FY2026 until April 20, 2025.

Performance-Based Bonus

We believe that the payment of annual, performance-based cash compensation provides incentives necessary to retain executive officers and reward them for short-term Company performance. Each executive officer is eligible to receive an annual performance-based cash bonus based on the Company’s achievement of annual corporate performance goals developed by our Compensation Committee. Each executive officer has a target annual bonus award amount, expressed as a percentage of the executive officer’s base salary. For FY2026, the Board, upon the recommendation of the Compensation Committee, set the target annual bonus opportunities for our executive officers, which did not change from the prior year for the continuing executive officers. The target annual bonus percentages for Dr. Venker and Mr. Girão were established in connection with the commencement of their employment with us in early FY2026 to align with the target bonus opportunities of their predecessors.

In early FY2026, the Compensation Committee established an annual bonus program with pre-established corporate performance goals relating to progression of Immunovant’s registrational trials evaluating IMVT-1402 in endocrinology and neurology indications, progression of Immunovant’s proof of concept trials evaluating IMVT-1402 in rheumatology and dermatology indications; and progression of chemistry, manufacturing and controls activities aligned with Immunovant’s strategic goals. These goals were set in a manner intended to be challenging but achievable with strong management performance. Payout under the annual bonus program could range from 0% to 200% of target, based on performance. After assessing achievement against the goals established under the annual bonus program, the Compensation Committee recommended to our Board that achievement be certified at 110% of target performance. As such, bonuses were paid out at 110% of target for each of the NEOs, as follows:

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	FY26 Target Bonus			FY26 Bonus Payment
Named Executive Officer	% of Base Salary	($)		110% Corporate Achievement ($)
Eric Venker(1)	72.25%	$	485,520	$	503,345
Tiago Girão(2)	45%	216,450		224,396
Melanie Gloria	45%	222,750		245,025
Jay Stout	45%	222,750		245,025
Christopher Van Tuyl	45%	222,750		245,025
Peter Salzmann(3)	65%	485,550		N/A
Eva Renee Barnett (3)	45%	222,750		N/A
Michael Geffner(3)	45%	240,750		N/A

(1) Dr. Venker’s FY2026 annual bonus opportunity was prorated based on his April 21, 2025 start date, pursuant to the terms of his employment agreement. In connection with his continuing role with RSI as President and Immunovant CEO, Dr. Venker was eligible to receive an annual cash bonus from RSI covering the period from April 1, 2025 through April 20, 2025 (inclusive), prior to his start-date as Immunovant CEO. Following his appointment as Immunovant CEO, Dr. Venker is only eligible for an annual cash bonus in connection with his service to the Company.

(2) Mr. Girão’s FY2026 annual bonus opportunity was prorated based on his April 21, 2025 start date, pursuant to the terms of his employment agreement.

(3) Dr. Salzmann, Ms. Barnett and Dr. Geffner were not eligible for an annual bonus payout due to their separations from the Company during FY2026.

Equity Incentive Awards

We grant equity incentive awards to executive officers annually as part of their annual compensation opportunity, as well as upon hire and promotion, to motivate, retain and reward our executive officers for their performance and our success. Our equity incentive award grants have historically been granted as time-based stock options and RSUs and, in FY2026, we introduced CVARs and PSUs to certain of our executive officers. Stock options are viewed by the Compensation Committee to be performance-based as they only have value to an award recipient if our stock price appreciates following the grant date, while PSUs and CVARs have value only to the extent that the pre-established performance metrics are achieved. RSUs are included as a component in our executive compensation program to foster a retentive balance with the performance-based compensation elements in the overall equity mix and, therefore, help support our compensation philosophy of providing market-competitive compensation in order to attract and retain qualified and talented executive officers, while still delivering at-risk compensation tied to the Company’s stock price performance.

In FY2026 we granted PSUs to Ms. Gloria, Dr. Stout, and Dr. Geffner in order to incentivize and reward these executive officers for driving achievement of key Company objectives within their functional areas. Our FY2026 PSUs are earned contingent upon the achievement of pre-established performance goals, relating to development milestone achievements as part of our long-term incentive strategy.

In connection with the commencement of his employment with the Company, our Board granted Dr. Venker 1,475,000 CVARs that will vest and settle into shares of the Company’s common stock upon the satisfaction of the applicable vesting and other requirements. As described further below, the CVARs are subject to performance-based vesting requirements relating to the achievement of specified clinical development activity and a stock price equal or greater to $16.76 as well as Dr. Venker’s continued service through specified service-based vesting dates. In addition, to support long-term alignment with the interests of the Company’s stockholders, 87.25% of the shares of common stock issued to Dr. Venker under the CVAR award will be subject to a two-year holding period during which Dr. Venker cannot sell or otherwise transfer such shares (subject to limited exceptions, including for the satisfaction of tax withholding obligations). This award was structured to incentivize the execution of clinical goals designed to be challenging but achievable with strong management performance, with an additional focus on stock price performance. Dr. Venker’s initial stock option award was generally sized to align with benchmarking (to the 50th percentile) against new CEO hires for comparable companies in our industry.

The equity awards granted to our NEOs for FY2026 are described in greater detail below. Our Compensation Committee evaluates various factors when determining equity incentive awards to grant to our executive officers, including the base salary and target annual cash incentive opportunity of the executive officer, the value of the total compensation package our Compensation Committee and Board deem appropriate to attract and retain highly qualified executive officers in light of the competitive environment, the executive officer’s ability to influence and create long-term stockholder value, peer group comparable metrics and data, and the advice and input from Compensia. In addition, in the case of new hires, our Compensation Committee and our Board consider the compensation levels received by the executive officer at their prior employer and negotiations with such executives during the hiring process.

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Named Executive Officer	Grant Date	Shares Underlying Options Granted(1)	Number of RSUs Granted(2)	Number of CVARs Granted	Number of PSUs Granted(3)
Eric Venker	7/28/2025	1,489,900(4)	—	1,475,000(5)	—
Tiago Girão	5/1/2025	293,505	208,388	—	—