Roivant Sciences Ltd.ROIV
Roivant Sciences Ltd. Stock Compensation Disclosure
Share-Based Compensation and Other Compensation Plans
As a result of the cash retention rewards, the Company recognized general and administrative expense of $14.8 million and $86.4 million during the years ended March 31, 2026 and 2025.
(A) RSL Equity Incentive Plans
2021 Equity Incentive Plan
The 2021 Equity Incentive Plan (the “RSL 2021 EIP”) was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. As of March 31, 2026, 217,186,782 of the Company’s common shares were reserved for issuance under the RSL 2021 EIP. The number of common shares reserved for issuance under the RSL 2021 EIP will automatically increase on April 1 of each year by an amount equal to the lesser of (i) 5% of the common shares outstanding as of the last day of the immediately preceding fiscal year and (ii) such number of common shares as determined by the board of directors in its discretion. On February 25, 2026, the board of directors approved an evergreen increase for the fiscal year ending March 31, 2026, resulting in the number of shares available for issuance under the RSL 2021 EIP plan increasing by an amount representing 5% of the common shares outstanding as of March 31, 2025 (having previously deferred this decision from March 31, 2025). The RSL 2021 EIP has a ten-year term. The Company’s employees, directors and consultants are eligible to receive incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSUs, PSUs, and other stock awards under the RSL 2021 EIP. At March 31, 2026, a total of 60,944,783 common shares were available for future grants under the RSL 2021 EIP.
2015 Equity Incentive Plan
As of the effective date of the RSL 2021 EIP, no further stock awards have been or will be made under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). Awards outstanding under the RSL 2015 EIP remain subject to the terms of the RSL 2015 EIP and the applicable award agreement.
Stock Options and Performance Stock Options
Activity for stock options and performance stock options under the Company’s equity incentive plans for the year ended March 31, 2026 was as follows:
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Options outstanding at March 31, 2025 | 139,412,098 | $ | 8.46 | 4.69 | $ | 384,006 | |||||||||||||||||
| Granted | 2,264,315 | $ | 10.69 | ||||||||||||||||||||
| Exercised | (64,389,618) | $ | 10.60 | ||||||||||||||||||||
| Forfeited/Canceled | (1,194,802) | $ | 9.36 | ||||||||||||||||||||
| Options outstanding at March 31, 2026 | 76,091,993 | $ | 6.71 | 5.45 | $ | 1,596,933 | |||||||||||||||||
| Options exercisable at March 31, 2026 | 69,594,586 | $ | 6.51 | 5.24 | $ | 1,474,526 | |||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable options and the fair value of the Company’s common stock at March 31, 2026. At March 31, 2026, total unrecognized compensation expense related to non-vested stock options was approximately $30.3 million and is expected to be recognized over a weighted-average period of approximately 1.65 years. All performance stock options have been fully expensed as of December 2023.
The Company estimated the fair value of each stock option on the date of grant using the Black-Scholes closed form option-pricing model applying the weighted average assumptions in the following table. No performance stock options were granted during the years ended March 31, 2026, 2025 and 2024.
| Years Ended March 31, | |||||||||||||||||
| Assumptions | 2026 | 2025 | 2024 | ||||||||||||||
| Expected stock price volatility | 53.99 | % | 70.52 | % | 72.22 | % | |||||||||||
| Expected risk free interest rate | 4.00 | % | 4.52 | % | 3.72 | % | |||||||||||
| Expected term, in years | 6.18 | 6.21 | 6.21 | ||||||||||||||
| Expected dividend yield | — | % | — | % | — | % | |||||||||||
Additional information regarding stock options and performance stock options is set forth below (in thousands, except per share data).
| Years Ended March 31, | |||||||||||||||||
| 2026 | 2025 | 2024 | |||||||||||||||
| Intrinsic value of options exercised | $ | 645,161 | $ | 90,542 | $ | 68,673 | |||||||||||
| Grant date fair value of options vested | $ | 86,810 | $ | 100,639 | $ | 157,359 | |||||||||||
| Weighted-average grant date fair value per share of stock options granted | $ | 5.95 | $ | 7.22 | $ | 5.98 | |||||||||||
Restricted Stock Units
Activity for RSUs under the Company’s equity incentive plans for the year ended March 31, 2026 was as follows:
| Number of RSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Non-vested balance at March 31, 2025 | 14,119,949 | $ | 9.63 | ||||||||
| Granted | 6,473,525 | $ | 10.84 | ||||||||
| Vested | (5,946,593) | $ | 9.01 | ||||||||
| Forfeited | (2,040,870) | $ | 9.18 | ||||||||
| Non-vested balance at March 31, 2026 | 12,606,011 | $ | 10.62 | ||||||||
The total fair value of RSUs vested during the years ended March 31, 2026, 2025 and 2024 was $53.6 million, $49.3 million and $49.1 million, respectively. RSUs vest upon the achievement of time-based service requirements.
At March 31, 2026, total unrecognized compensation expense related to non-vested RSUs was approximately $115.8 million. Unrecognized compensation expense relating to RSUs is expected to be recognized over a weighted-average period of approximately 3.09 years.
Performance Restricted Stock Units
Activity for PSUs under the Company’s equity incentive plans for the year ended March 31, 2026 was as follows:
| Number of PSUs | Weighted Average Grant Date Fair Value | ||||||||||
| Non-vested balance at March 31, 2025 | 36,872,465 | $ | 9.35 | ||||||||
| Granted | 11,900,000 | $ | 7.15 | ||||||||
Forfeited(1) | (585,229) | $ | 4.76 | ||||||||
| Non-vested balance at March 31, 2026 | 48,187,236 | $ | 8.86 | ||||||||
(1)During the year ended March 31, 2026, 585,229 PSUs originally granted in 2016 and 2017 under the Company’s now-expired 2015 Restricted Stock Unit Plan were forfeited.
During the years ended March 31, 2026, 2025 and 2024, no PSUs vested. The vesting of PSUs requires that certain performance or market conditions be achieved during the performance period. Refer below for details regarding the achievement of the Performance Condition (defined below) for certain tranches of the PSUs granted pursuant to the Senior Executive Compensation Program (defined below).
At March 31, 2026, total unrecognized compensation expense related to non-vested PSUs was approximately $205.4 million. Unrecognized compensation expense relating to PSUs, excluding those deemed improbable of vesting as of March 31, 2026, is expected to be recognized over a weighted-average period of approximately 1.04 years.
Senior Executive Compensation Program
In July 2024, the Compensation Committee of the board of directors approved a multi-year incentive compensation program for each of Matthew Gline, Chief Executive Officer; Mayukh Sukhatme, President and Chief Investment Officer; and Eric Venker, President and Chief Operating Officer. The program primarily consists of two key components: (i) one-time cash retention awards (refer below for further details regarding the one-time cash retention awards) and (ii) long-term equity incentive awards granted in the form of PSUs with both a performance- and a time-vesting component, time-vesting RSUs and time-vesting stock options. In July 2025, the board of directors appointed Frank Torti as an executive officer of the Company with the title President and Vant Chair. In connection with this appointment, the Compensation Committee approved a compensation package for Dr. Torti consisting of the same key components and with PSU and RSU awards approved on the same terms as those awarded in July 2024. Collectively, these compensation arrangements are referred to herein as the “Senior Executive Compensation Program.”
A summary of the long-term equity incentive awards approved is as follows:
| Executive | Title | Performance Restricted Stock Units (at max) | Restricted Stock Units | Stock Options | ||||||||||||||||||||||
| Matthew Gline | Chief Executive Officer | 14,450,000 | 2,754,821 | — | ||||||||||||||||||||||
| Mayukh Sukhatme | President and Chief Investment Officer | 17,000,000 | 1,836,547 | — | ||||||||||||||||||||||
| Eric Venker | President and Immunovant CEO | * | 204,000 | 409,000 | ||||||||||||||||||||||
| Frank Torti | President and Vant Chair | 11,900,000 | 1,836,547 | — | ||||||||||||||||||||||
*The Company entered into a letter agreement pursuant to which Dr. Venker may be granted up to 11,900,000 PSUs in the future, in the sole discretion of the Compensation Committee of the board of directors.
The stock options and performance stock options table above includes the stock options granted to Dr. Venker pursuant to the Senior Executive Compensation Program with a total grant date fair value of $2.9 million. The Performance Restricted Stock Units and Restricted Stock Units tables above include the PSUs granted to Mr. Gline, Dr. Sukhatme and Dr. Torti and the RSUs granted to Mr. Gline, Dr. Sukhatme, Dr. Venker and Dr. Torti pursuant to the Senior Executive Compensation Program with total grant date fair values of $363.3 million and $72.7 million, respectively.
The PSUs granted to Mr. Gline, Dr. Sukhatme and Dr. Torti consist of six vesting tranches, with the number of PSUs allocated to each such tranche set forth in the table below. Each tranche of PSUs will vest on the first date that both of the “Service Condition” and the “Performance Condition” applicable to such tranche has been satisfied. The “Performance Condition” will be deemed satisfied for each tranche on the first date, during the performance period ending on the five-year anniversary of the grant date (the “Performance Period”), when the Company’s trailing 30-day volume weighted average trading price per share (“30-Day VWAP”) for trading days during the Performance Period exceeds the specified share price hurdle set forth in the table below:
| Tranche | % of PSUs | Share Price | ||||||||||||
| First Tranche | 14.71 | % | $ | 15.00 | ||||||||||
| Second Tranche | 7.35 | % | $ | 17.50 | ||||||||||
| Third Tranche | 8.82 | % | $ | 20.00 | ||||||||||
| Fourth Tranche | 11.77 | % | $ | 22.50 | ||||||||||
| Fifth Tranche | 22.06 | % | $ | 25.00 | ||||||||||
| Sixth Tranche | 35.29 | % | $ | 30.00 | ||||||||||
During the year ended March 31, 2026, the share price hurdles for the first five of the six vesting tranches of the PSUs granted pursuant to the Senior Executive Compensation Program were met as a result of the Company’s 30-Day VWAP exceeding the specified share price hurdles of $15.00, $17.50, $20.00, $22.50 and $25.00. As a result, the “Performance Condition” applicable to the PSUs was satisfied for 28,051,785 PSUs.
The “Service Condition” with respect to each tranche will be deemed satisfied on the first anniversary of the date on which the Performance Condition is first satisfied with respect to such tranche, subject to the executive’s continuous service through such anniversary. Following the achievement of the Service Condition and the vesting of any tranche of the PSUs, the common shares underlying the applicable vested tranche of PSUs are subject to a further two-year holding period before such common shares may be sold by the executive (subject to certain exceptions).
The Company estimated the fair value of the PSUs on the date of grant using a Monte Carlo simulation applying the assumptions in the following table:
| Years Ended March 31, | ||||||||||||||
| Assumptions | 2026 | 2025 | ||||||||||||
| Expected stock price volatility | 50.0 | % | 70.0 | % | ||||||||||
| Expected risk free interest rate | 3.9 | % | 4.1 | % | ||||||||||
| Stock price on date of grant | $ | 11.40 | $ | 10.80 | ||||||||||
As the PSUs are subject to the market performance of the Company’s stock price, share-based compensation expense is recognized over the requisite service period regardless of whether the market condition is ultimately satisfied, subject to continued service over the period. The Company has not recognized share-based compensation expense for potential PSU awards to Dr. Venker as these PSUs have not been granted by the Compensation Committee of the board of directors.
Capped Value Appreciation Rights
March 2020 CVAR Grants
The CVARs granted in March 2020 settled into a number of common shares equal to the excess of (a) the lesser of (i) the fair market value of a common share as of the settlement date or (ii) the cap of $12.68, over (b) the hurdle price of either $6.40 or $11.50, as applicable to each grant. CVARs with the lower hurdle price of $6.40 were subject to a condition (the “Knock-In Condition”) pursuant to which in the event the fair market value of a common share was greater than $6.40 per share but less than $9.20 per share as of the relevant date of determination, the award of CVARs remained outstanding unless and until the Knock-In Condition was satisfied as of any applicable monthly measurement date before the expiration date of the CVARs.
In the event any CVARs satisfied the time-based service and liquidity event vesting requirements (“service-vested CVARs”) but had not satisfied the hurdle price on an applicable measurement date, then such CVARs remained outstanding and the applicable award holder was provided the right to earn such CVARs if the hurdle price was satisfied on subsequent annual “hurdle measurement dates” prior to the original expiration date of the CVARs, being March 31, 2026. The “hurdle measurement dates” were March 30 of each of years 2023 through 2026. If the hurdle price is not satisfied on any such subsequent annual hurdle measurement date prior to the expiration date of the CVARs, then the CVARs would be forfeited in their entirety on the expiration date.
During the year ended March 31, 2026, all 17,548,368 service-vested CVARs previously outstanding as of March 31, 2025 satisfied their applicable hurdle price on the applicable hurdle measurement date of March 30, 2026. As a result, 422,216 common shares were issued upon the net settlement of these CVARs in April 2026. As of March 31, 2026, no CVARs granted in March 2020 remain outstanding. All March 2020 CVARs were entirely service-vested as of December 2023, and as such, have been fully expensed since December 2023. The total fair value of CVARs that service-vested during the year ended March 31, 2024 was $2.1 million.
November 2021 CVAR Grants
In November 2021, the Company made one-time grants of 6,317,350 CVARs in the aggregate under the RSL 2021 EIP to eligible participants. The CVARs are eligible to vest based on the satisfaction of service-based and performance-based vesting requirements. The performance-based vesting requirement was achieved in December 2021. Vested CVARs will be settled in common shares, up to a specified cap price.
Activity for CVARs under the RSL 2021 EIP for the year ended March 31, 2026 was as follows:
| Number of CVARs | Weighted Average Grant Date Fair Value | ||||||||||
| Non-vested balance at March 31, 2025 | 348,527 | $ | 4.89 | ||||||||
| Vested | (297,795) | $ | 4.99 | ||||||||
| Forfeited | (50,732) | $ | 4.28 | ||||||||
| Non-vested balance at March 31, 2026 | — | $ | — | ||||||||
The total fair value of CVARs that vested during the years ended March 31, 2026, 2025 and 2024 was $1.5 million, $5.9 million and $6.2 million, respectively. During the year ended March 31, 2026, 297,795 common shares were issued upon their settlement.
(B) Employee Stock Purchase Plan
In September 2021, the Company adopted the Roivant Sciences Ltd. Employee Stock Purchase Plan (the “RSL ESPP”), which provides eligible employees, as defined by the RSL ESPP, the opportunity to purchase stock under the RSL ESPP at a price equal to 85% of the lower of the closing price on (i) the first trading day, or (ii) the last trading day of each offering period. Contributions under the RSL ESPP are limited to a maximum of 15% of an employee’s base salary during the offering period and an annual maximum of $25 thousand. The Company opened enrollment in August 2022 for a three-month initial offering period, beginning October 2022, with additional six-month offering periods following thereafter.
During the years ended March 31, 2026, 2025 and 2024, 121,724, 118,640 and 140,227 common shares were purchased and issued under the RSL ESPP, respectively. Share-based compensation expense recorded was approximately $0.4 million, $0.5 million and $0.5 million for the years ended March 31, 2026, 2025 and 2024, respectively.
(C) Subsidiary Equity Incentive Plans
Certain subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary and its affiliates’ employees, directors, officers and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted share awards, restricted stock unit awards, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $83.4 million, $56.1 million and $54.9 million for the years ended March 31, 2026, 2025 and 2024, respectively, related to subsidiary EIPs. At March 31, 2026, total unrecognized compensation expense related to subsidiary equity was approximately $97.0 million.
(D) Priovant Share Exchange
In November 2025, the Company offered certain holders of vested equity of the Company’s subsidiary, Priovant Holdings, Inc. (“Priovant”), the opportunity to exchange a portion of their vested equity granted under the Priovant 2021 Equity Incentive Plan for RSL common shares granted under the RSL 2021 EIP (the “Exchange Offer”). The Exchange Offer expired on December 23, 2025. On December 23, 2025, immediately following the expiration of the Exchange Offer, the exchanged Priovant equity instruments were canceled, and the Company granted 1,746,194 RSL common shares, under the RSL 2021 EIP, to the individuals participating in the Exchange Offer. The Exchange Offer was treated as a modification for accounting purposes and resulted in incremental share-based compensation expense of $25.2 million, of which $8.3 million was recognized to research and development expense and $16.9 million was recognized to general and administrative expense. This incremental expense was recognized in full on December 23, 2025.
(E) Cash Bonus Program
During the year ended March 31, 2024, the Company approved a special one-time cash retention bonus award to its employees in the aggregate amount of $79.7 million (the “Cash Bonus Program”).
During the years ended March 31, 2026, 2025 and 2024, the Company recognized general and administrative expense of $4.5 million, $21.2 million and $35.6 million, respectively, and research and development expense of $0.9 million, $5.8 million and $9.9 million, respectively, relating to the Cash Bonus Program.
(F) Senior Executive Compensation Program Cash Awards
Pursuant to the Senior Executive Compensation Program, the Company paid the following one-time cash retention awards to the officers listed in the table below:
| Executive | Title | Cash Awards (in thousands) | ||||||||||||
| Matthew Gline | Chief Executive Officer | $ | 5,725 | |||||||||||
| Mayukh Sukhatme | President and Chief Investment Officer | $ | 80,550 | |||||||||||
| Eric Venker | President and Immunovant CEO | $ | 7,465 | |||||||||||
| Frank Torti | President and Vant Chair | $ | 7,500 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | May 20, 2026 | Showing above |
| 2025 | May 29, 2025 | |
| 2024 | May 30, 2024 | |
| 2023 | Jun 28, 2023 | |
| 2022 | Jun 28, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.