SEC Form 4 · accession 0001764013-26-000077
Immunovant, Inc. · IMVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Venker
Officer — Chief Executive Officer · Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 5:01 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001764013
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 1, 2026 | M | 92,188 | $14.46 | A | 344,001 | D | |
| Common StockF1,F2 | Jul 1, 2026 | D | 86,629 | $38.14 | D | 257,372 | D | |
| Common Stock | Jul 2, 2026 | S | 3,092 | $38.48 | D | 254,280 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capped Value Appreciation RightsF1,F2,F4 | $14.46 | Jul 1, 2026 | M | 92,188 | D | — | Apr 1, 2030 | Common Stock | 92,188 | 1,014,062 | D |
Explanation of responses
- F1On July 28, 2025, the Reporting Person was granted capped value appreciation rights ("CVARs"), as previously reported in a Form 4 filed on July 30, 2025, that entitle the Reporting Person to receive a payment equal to the product of (i) the number of vested CVARs multiplied by (ii) the excess (if any) of (A) the fair market value of the Issuer's common stock (capped at $16.76 per share) as of the relevant date of determination over (B) the applicable hurdle price of $14.46 (the "CVAR Amount"). The CVARs will then settle into a number of shares of common stock of the Issuer determined by dividing (i) the CVAR Amount by (ii) the fair market value of the Issuer's common stock as of such date.
- F2On July 1, 2026, the Service Requirement (as defined in Footnote 4), Performance Requirement (as defined in Footnote 4), Knock-In Requirement (as defined in Footnote 4), and hurdle price applicable to 92,188 vested CVARs were satisfied and, accordingly, the CVARs were settled into shares of the Issuer's common stock, determined by dividing (i) the CVAR Amount by (ii) the closing price of a share of the Issuer's common stock on July 1, 2026.
- F3The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of these CVARs. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
- F4These CVARs vest on the first date that each of (i) the Service Requirement, (ii) the Performance Requirement, and (iii) the Knock-in Requirement have been satisfied. The "Service Requirement" is satisfied as follows: (i) 25% of the CVARs vested on April 1, 2026; and (ii) the remaining 75% vests in twelve (12) equal quarterly installments thereafter, subject to the Reporting Person's continuous service to the Issuer or an affiliate on each such vesting date. The "Performance Requirement" is tied to the achievement of a specified clinical development activity at the Issuer, which requirement was met as of March 31, 2026. The "Knock-in Requirement" requires that the price of the Issuer's common stock at each applicable vesting date must be equal to or greater than $16.76 per share.