Sec Form 4 Filing - Kumar Rakhi @ Roivant Sciences Ltd. - 2023-12-27

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kumar Rakhi 2. Issuer Name and Ticker or Trading Symbol Roivant Sciences Ltd. [ ROIV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O ROIVANT SCIENCES LTD., 7TH FLOOR, 50 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2023 (Street) LONDON, X0SW1H 0DB 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 12/27/2023 M( 1 ) 13 A 192,295 D Common Shares 12/27/2023 F( 2 ) 6 D $ 11.58 192,289 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Capped Value Appreciation Rights ( 1 ) ( 3 ) 12/27/2023 M 1,894 ( 1 ) ( 3 ) ( 1 )( 3 ) 03/31/2026 Common Shares 13 ( 1 ) ( 3 ) $ 11.5 ( 1 ) ( 3 ) 87,126 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kumar Rakhi C/O ROIVANT SCIENCES LTD. 7TH FLOOR, 50 BROADWAY LONDON, X0SW1H 0DB Chief Accounting Officer Signatures By: /s/ Jo Chen, as Attorney-in-Fact for Rakhi Kumar 12/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the conversion of capped value appreciation rights ("CVARs") that entitle the reporting person, following the achievement of specified vesting and other conditions, to an amount 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 a Common Share (capped at $12.68 per share) as of the relevant date of determination over (B) the applicable hurdle price reflected in column 8 of Table II above (such excess, the "CVAR Amount"). On December 27, 2023, the hurdle price applicable to 1,894 of these vested CVARs has been satisfied and, accordingly, the CVARs were settled into 13 Common Shares, determined by dividing (i) the CVAR Amount by (ii) the closing price of a Common Share on December 27, 2023. ( 2 )Represents the "net settlement" by the Issuer of CVARs in order to satisfy applicable tax withholding obligations in connection with the vesting and settlement of the CVARs. ( 3 )This award of CVARs vests (i) 25% on the first anniversary of the vesting commencement date and (ii) in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date, with a vesting commencement date of December 27, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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