Roivant Sciences Ltd.
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 11, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
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Issuer Purchases of Equity Securities
During the three months ended June 30, 2025, we repurchased 19,999,450 common shares for $205.2 million (based on the repurchase date). As of June 30, 2025, we were authorized to repurchase up to $500 million of our common shares (see footnote 1 to the table below).
The following table summarizes our common share repurchase transactions for the three months ended June 30, 2025:
| Period | Total Number of Common Shares Purchased(1) | Average Price Paid per Common Share | Total Number of Common Shares Purchased as Part of Publicly Announced Programs(1) | Approximate Dollar Value of Common Shares that May Yet Be Purchased Under the Programs(1) |
|---|---|---|---|---|
| (in millions) | ||||
| April 1 – 30, 2025 | 13,672,384 | $9.89 | 13,672,384 | $69.9 |
| May 1 – 31, 2025 | 5,453,666 | $11.04 | 5,453,666 | $9.7 |
| June 1 – 30, 2025 | 873,400 | $11.16 | 873,400 | $500.0 |
| Total | 19,999,450 | 19,999,450 | ||
| (1) | On April 2, 2024, we announced that our board of directors had authorized a common share repurchase program, allowing for repurchases of Roivant common shares in an aggregate amount of up to $1.5 billion (excluding fees and expenses). On June 25, 2025, we announced that our board of directors had authorized an additional common share repurchase program of Roivant common shares of up to $500 million (excluding fees and expenses). This new authorization is in addition to the $1.5 billion common share repurchase program referenced above, which was fully exhausted as of June 30, 2025. The timing and total amount of common shares repurchased under the new authorization, as with the prior authorization, depends on several factors, including the market price of our common shares, general business, macroeconomic and market conditions and other investment opportunities. Under the new repurchase program, as with the prior repurchase program, purchases may be conducted through open market transactions, tender offers or privately negotiated transactions, including the use of trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. See Note 8–Shareholders’ Equity in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to share repurchases. Table excludes fees and commissions payable in connection with common share repurchases. |
| * | In addition to the repurchase transactions set forth above, during the three months ended June 30, 2025, we withheld 879,308 common shares associated with net share settlements to cover tax withholding obligations upon the vesting and settlement of equity incentive awards issued under our equity incentive plans, including RSUs and CVARs. |
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