Sec Form 4 Filing - Venker Eric @ Immunovant, Inc. - 2026-07-01

Insider filing report for Changes in Beneficial Ownership
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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
Venker Eric
2. Issuer Name and Ticker or Trading Symbol
Immunovant, Inc. [ IMVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O IMMUNOVANT, INC., 1000 PARK FORTY PLAZA, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2026
(Street)
DURHAM, NC27713
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 Stock 07/01/2026 M( 1 )( 2 ) 92,188 ( 1 ) ( 2 ) A $ 14.46 ( 1 ) ( 2 ) 344,001 D
Common Stock 07/01/2026 D( 1 )( 2 ) 86,629 ( 1 ) ( 2 ) D $ 38.14 ( 1 ) ( 2 ) 257,372 D
Common Stock 07/02/2026 S( 3 ) 3,092 D $ 38.48 254,280 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 $ 14.46 ( 1 ) ( 2 ) 07/01/2026 M( 1 )( 2 ) 92,188 ( 1 ) ( 2 ) ( 2 )( 4 ) 04/01/2030 Common Stock 92,188 ( 1 ) ( 2 ) $ 0 1,014,062 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Venker Eric
C/O IMMUNOVANT, INC.
1000 PARK FORTY PLAZA, SUITE 210
DURHAM, NC27713
X Chief Executive Officer
Signatures
/s/ Tiago Girao, Attorney-in-Fact for Eric Venker 07/06/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 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.
( 2 )On 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.
( 3 )The 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.
( 4 )These 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.

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