Roivant Sciences Ltd.

For the period ended Sep 10, 2025. Filed Jul 29, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 10, 2025 · Filed Jul 29, 2025

ROIV$38.88+6.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 Under §240.14a-12

Roivant Sciences Ltd.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

☒	No fee required.

☐	Fee paid previously with preliminary materials.

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

7th Floor

50 Broadway

London SW1H 0DB

United Kingdom

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on September 10, 2025

Dear Shareholder:

You are cordially invited to attend the Roivant Sciences Ltd. 2025 Annual General Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at the Royal Lancaster London Hotel, Lancaster Terrace, London W2 2TY, United Kingdom on Wednesday, September 10, 2025 at 10:30 a.m. United Kingdom local time.

The Annual Meeting will be held for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:

To elect three (3) directors, Matthew Gline, Keith Manchester and Melissa Epperly, to serve as Class I directors to hold office until the date of the annual general meeting of shareholders following the fiscal year ending March 31, 2028, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal.

To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for our fiscal year ending March 31, 2026, to appoint EY as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended (the “Companies Act”), for our fiscal year ending March 31, 2026, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for EY as our auditor for our fiscal year ending March 31, 2026.

3.	To cast a non-binding, advisory vote to approve the compensation of our named executive officers.

4.	To conduct any other business properly brought before the Annual Meeting or any adjournment or postponement thereof.

We will also lay before the Annual Meeting our audited financial statements as of and for our fiscal year ended on March 31, 2025, pursuant to the provisions of the Companies Act and our Amended and Restated Bye-laws.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

Our Board of Directors has fixed the close of business on Thursday, July 17, 2025 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, or at any adjournment of the Annual Meeting.

You will be asked to present valid government-issued picture identification, such as a driver’s license or passport, in order to be admitted into the Annual Meeting. If your common shares are held in the name of a bank, broker or other nominee and you plan to attend the Annual Meeting, you must present proof of your ownership of our common shares, such as a bank or brokerage account statement indicating that you owned our common shares at the close of business on the Record Date, in order to be admitted. In addition, in order to vote in person at the Annual Meeting, you must either (i) be a record holder of our common shares as of the Record Date or (ii) if your common shares are held in the name of a bank, broker or other nominee, obtain a valid proxy from your bank, broker or other nominee. For safety and security reasons, no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted into the Annual Meeting. A written agenda and rules of procedure for the Annual Meeting will be distributed to those persons in attendance at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for

the Annual General Meeting of Shareholders

To Be Held on Wednesday, September 10, 2025, at 10:30 a.m. United Kingdom Local Time,

at the Royal Lancaster London Hotel, Lancaster Terrace, London W2 2TY, United Kingdom

The Proxy Statement and Annual Report to Shareholders

are available athttp://www.proxyvote.com, and on our website at

https://investor.roivant.com.

By Order of the Board of Directors

/s/ Matthew Gline

Principal Executive Officer

You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please ensure your representation at the Annual Meeting by voting by proxy over the Internet or by telephone, or voting by proxy by using a proxy card that you may request or that we may elect to deliver to you at a later time. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. If your shares are held by your broker or bank as a nominee or agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

PROXY STATEMENT

FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To be held on Wednesday, September 10, 2025, at 10:30 a.m. United Kingdom local time,

at the Royal Lancaster London Hotel, Lancaster Terrace, London W2 2TY, United Kingdom

MEETING AGENDA

Proposal No.	Proposal	Board of Directors Vote Recommendation
1.	To elect three (3) directors, Matthew Gline, Keith Manchester and Melissa Epperly, to serve as Class I directors to hold office until the date of the annual general meeting of shareholders following the fiscal year ending March 31, 2028, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal.	For All
2.	To ratify the appointment of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for our fiscal year ending March 31, 2026, to appoint EY as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended (the “Companies Act”), for our fiscal year ending March 31, 2026, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for EY as our auditor for our fiscal year ending March 31, 2026.	For
3.	To cast a non-binding, advisory vote to approve the compensation of our named executive officers.	For

We intend to mail the Notice of Internet Availability of Proxy Materials regarding the Annual Meeting on or about July 30, 2025, to all shareholders of record entitled to vote at the Annual Meeting.

Use of terms such as “Roivant,” the “Company,” “we,” “us” and “our” in this Proxy Statement refer to Roivant Sciences Ltd. and its consolidated subsidiaries. The term “Fiscal 2025” refers to the fiscal year ending March 31, 2026; the term “Fiscal 2024” refers to the fiscal year ended March 31, 2025; the term “Fiscal 2023” refers to the fiscal year ended March 31, 2024; and the term “Fiscal 2022” refers to the fiscal year ended March 31, 2023.

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