Roivant Sciences Ltd.

Comparison of the three and nine months ended December 31, 2025 and 2024

The following table sets forth our results of operations for the three months ended December 31, 2025 and 2024:

The following table sets forth our results of operations for the nine months ended December 31, 2025 and 2024:

Variance analysis for three and nine months ended December 31, 2025 and 2024

Revenue

Revenue decreased by $7.0 million to $2.0 million for the three months ended December 31, 2025, compared to $9.0 million for the three months ended December 31, 2024. During both the three months ended December 31, 2025 and 2024, revenue was primarily driven by amounts earned in connection with license agreements at Genevant.

Revenue decreased by $15.7 million to $5.7 million for the nine months ended December 31, 2025, compared to $21.5 million for the nine months ended December 31, 2024. During both the nine months ended December 31, 2025 and 2024, revenue was primarily driven by amounts earned in connection with license agreements at Genevant.

Research and development expenses

For the three months ended December 31, 2025 and 2024, our research and development expenses consisted of the following:

Research and development expenses increased by $23.8 million to $165.4 million for the three months ended December 31, 2025, compared to $141.6 million for the three months ended December 31, 2024. This increase was primarily driven by an increase in program-specific costs of $11.3 million and share-based compensation of $8.4 million.

The $11.3 million increase in program-specific costs was primarily driven by increases of $5.7 million related to mosliciguat and $5.3 million related to brepocitinib, reflecting the progression of our programs.

The $8.4 million increase in share-based compensation expense, which is an unallocated internal cost, was primarily driven by incremental share-based compensation expense as a result of the exchange of certain vested equity granted under the Priovant Holdings, Inc. (“Priovant”) 2021 Equity Incentive Plan for RSL common shares (the“Exchange Offer”). Refer to Note 9, “Share-Based Compensation and Other Compensation Plans” of our financial statements for further details.

For the nine months ended December 31, 2025 and 2024, our research and development expenses consisted of the following:

Research and development expenses increased by $77.7 million to $482.9 million for the nine months ended December 31, 2025, compared to $405.2 million for the nine months ended December 31, 2024. This increase was primarily driven by an increase in program-specific costs of $44.3 million, personnel-related expenses of $21.2 million, and share-based compensation of $10.1 million.

The $44.3 million increase in program-specific costs was primarily driven by an increase of $27.0 million related to the anti-FcRn franchise, $13.9 million related to brepocitinib, and $12.4 million related to mosliciguat, reflecting the progression of our programs. The increase was partially offset by a $11.0 million decrease in expenses related to terminated programs.

The $21.2 million increase in personnel-related expenses, which is an unallocated internal cost, was primarily driven by higher headcount to support additional clinical studies for the anti-FcRn franchise activities at Immunovant. The $10.1 million increase in share-based compensation expense was primarily driven by the Priovant Exchange Offer. Refer to Note 9, "Share-Based Compensation and Other Compensation Plans" of our financial statements for further details.

General and administrative expenses

General and administrative expenses increased by $33.5 million to $175.1 million for the three months ended December 31, 2025, compared to $141.5 million for the three months ended December 31, 2024. This increase was primarily due to an impairment loss of $17.1 million related to therelocation of the United States (“U.S.”) corporate headquarters of Roivant Sciences, Inc. (refer to Note 11, “Commitments and Contingencies” of our financial statements for further details) and an increase of $17.5 million in share-based compensation expense, primarily driven by the Priovant Exchange Offer (refer to Note 9, “Share-Based Compensation and Other Compensation Plans” of our financial statements for further details). These increases were partially offset by a decrease of $5.3 million in personnel-related expense, primarily due to the conclusion of one-time cash retention awards under the Cash Bonus Program (as defined below).

General and administrative expenses increased by $7.9 million to $452.2 million for the nine months ended December 31, 2025, compared to $444.3 million for the nine months ended December 31, 2024. This increase was primarily due to an increase in share-based compensation expense of $63.1 million, primarily due to the long-term equity incentive awards from the 2024 Senior Executive Compensation Program and incremental share-based compensation expense resulting from the Priovant Exchange Offer, as well as an impairment loss of $17.1 million related to therelocation of the U.S. corporate headquarters of Roivant Sciences, Inc. These increases were partially offset by a decrease of $76.8 million in personnel-related expense, which largely resulted from higher expense for the nine months ended December 31, 2024 related to the one-time cash retention awards from the 2024 Senior Executive Compensation Program and the Cash Bonus Program (as defined below).

A summary of general and administrative expense relating to the special one-time cash retention bonus award to its employees awarded during the year ended March 31, 2024 (the “Cash Bonus Program”) and 2024 Senior Executive Compensation Program is as follows:

Gain on sale of Telavant net assets

Gain on sale of Telavant net assets was approximately $110.4 million for the nine months ended December 31, 2024 and resulted from the achievement of a one-time milestone in June 2024. Refer to Note 5, “Recent Transactions and Developments” of our financial statements for further information.

Change in fair value of investments

Changes in fair value of investments were an unrealized gain of $21.6 million and an unrealized loss of $21.3 million for the three months ended December 31, 2025 and 2024, respectively. The change of $42.9 million was driven by changes in the public share price of Arbutus, as well as the change in the fair value of our investment in Datavant.

Changes in fair value of investments were unrealized gains of $131.0 million and $42.3 million for the nine months ended December 31, 2025 and 2024, respectively. The increase of $88.7 million was driven by changes in the public share price of Arbutus, as well as the change in the fair value of our investment in Datavant, which was driven by growth in forecasted financial performance.

Change in fair value of liability instruments

Change in fair value of liability instruments was a loss of $24.4 million and a gain of $2.1 million for the three months ended December 31, 2025 and 2024, respectively. The change in fair value of liability instruments for the three months ended December 31, 2025 consisted of a loss relating to the Earn-Out Shares issued as part of the Business Combination. The Earn-Out Shares vested during the quarter ended December 31, 2025. Accordingly, the Earn-Out Shares were remeasured upon their vesting, and these final remeasurements were recognized in the change in fair value of liability instruments. No further liability remains related to the Earn-Out Shares.

Changes in fair value of liability instruments was a loss of $47.7 million and a gain of $1.6 million for the nine months ended December 31, 2025 and 2024, respectively. The change in fair value of liability instrument for the nine months ended December 31, 2025 consisted of a loss relating to the Earn-Out Shares issued as part of the Business Combination. The Earn-Out Shares vested during the quarter ended December 31, 2025. Accordingly, the Earn-Out Shares were remeasured upon their vesting, and these final remeasurements were recognized in the change in fair value of liability instruments. No further liability remains related to the Earn-Out Shares.

Interest income

Interest income decreased by $18.6 million to $43.3 million for the three months ended December 31, 2025, compared to $61.9 million for the three months ended December 31, 2024. The decrease is primarily due to lower cash equivalents and marketable securities balances in our interest-bearing accounts and lower interest rates.

Interest income decreased by $66.8 million to $136.9 million for the nine months ended December 31, 2025, compared to $203.8 million for the nine months ended December 31, 2024. The decrease is primarily due to lower cash equivalents and marketable securities balances in our interest-bearing accounts and lower interest rates.

Income tax expense (benefit)

Income tax expense (benefit) changed by $48.9 million to an expense of $23.3 million for the three months ended December 31, 2025, compared to an income tax benefit of $25.6 million for the three months ended December 31, 2024. The increase is primarily due to our fluctuating earnings by legal entity in various jurisdictions over the periods, as well as the impacts of taxable intercompany income and non-deductible executive compensation.

Income tax expense (benefit) changed by $36.1 million to an expense of $35.0 million for the nine months ended December 31, 2025, compared to an income tax benefit of $1.1 million for the nine months ended December 31, 2024. The increase is primarily due to the impacts of taxable intercompany income and non-deductible executive compensation, as well as our fluctuating earnings by legal entity in various jurisdictions over the periods.

Income from discontinued operations, net of tax

Income from discontinued operations, net of tax was $327.0 million and $373.0 million for the three and nine months ended December 31, 2024, respectively, and reflects the gain on sale of subsidiary interests resulting from the sale of our entire equity interest in our majority-owned subsidiary, Dermavant, to Organon in October 2024, partially offset by Dermavant’s net losses. Refer to Note 6, “Discontinued Operations” of our financial statements for further information.

Liquidity and Capital Resources

For the nine months ended December 31, 2025 and 2024, we incurred net losses from continuing operations of $753.7 million and $477.4 million, respectively. As of December 31, 2025, we had cash, cash equivalents and marketable securities of approximately $4.5 billion and our accumulated deficit was $695.0 million. We believe that our existing cash, cash equivalents and marketable securities will be sufficient to fund our operating expenses and capital expenditures for the foreseeable future. However, projections of future cash flows and operating expenses are inherently uncertain and subject to changes, as described under “Risk Factors” in Part II, Item 1A. of this Quarterly Report on Form 10-Q. As a result, our existing cash, cash equivalents and marketable securities may not be sufficient to fund our operating expenses as anticipated, and we may need to raise additional capital to fund our operations.

Our short-term and long-term liquidity requirements as of December 31, 2025 included:

•obligations under our leases (refer to Note 11, “Leases” in our Annual Report on Form 10-K for the year ended March 31, 2025 for further information regarding our lease commitments); and

•certain commitments related to the contract manufacturing of batoclimab drug substance. As of December 31, 2025, our subsidiary, Immunovant, has a remaining minimum obligation for the contract manufacturing of batoclimab drug substance of approximately$39.1 million, of which $0.3 million, $0.8 million, $10.0 million, $14.0 million and $14.0 million is expected to be paid, subject to the terms of such contract manufacturing agreement, during the remainder of the fiscal year ending March 31, 2026, and for the fiscal years ending March 31, 2027, 2028, 2029 and 2030, respectively.

The above purchase commitments do not represent all of our anticipated purchases, but instead represent only the contractually obligated minimum purchases or firm commitments of non-cancelable minimum amounts.

Additionally, we have certain payment obligations under various asset acquisition and license agreements. Under these agreements we are required to make milestone payments upon successful completion and achievement of certain development, regulatory and commercial milestones. The payment obligations under the asset acquisition and license agreements are contingent upon future events, such as the achievement of specified development, regulatory and commercial milestones, and the amount, timing and likelihood of such payments are not known. We will also be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. We expect to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments of capital resources.

We enter into agreements with contract service providers to assist in the performance of our research and development activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of our product candidates. Subject to required notice periods and certain obligations under binding purchase orders, we can elect to discontinue the work under these agreements at any time. We expect to enter into additional collaborative research, contract research, manufacturing and supplier agreements in the future, which may require upfront payments and long-term commitments of capital resources.

On June 24, 2025, our board of directors authorized a common share repurchase program allowing for repurchases of our common shares in an aggregate amount of up to $500 million (excluding fees and expenses). No purchases have been made as of December 31, 2025 pursuant to this repurchase program.

Our board of directors previously had authorized a common share repurchase program, allowing for repurchases of our common shares in an aggregate amount of up to$1.5 billion (excluding fees and expenses), which was completed in June 2025. In April 2024, pursuant to this share repurchase program, we entered into a share repurchase agreement with Sumitomo Pharma Co., Ltd. (“Sumitomo”) and repurchased all 71,251,083 common shares held by Sumitomo at a purchase price per share of$9.10, for an aggregate purchase price of approximately$648.4 million. Subsequent to the repurchase of the common shares held by Sumitomo, additional repurchases of 57,110,703 shares were made in open market transactions under the share repurchase program during the fiscal year ended March 31, 2025 for an aggregate purchase price of approximately$644.8 million. During the three months ended June 30, 2025, repurchases of 20,269,450 shares were made for an aggregate purchase price of approximately$208.3 million.

Funding Requirements

We expect our expenses to increase in connection with our ongoing activities, particularly as we advance the discovery efforts, preclinical activities, clinical trials and potential commercialization of our product candidates. Our operating results, including our net losses, may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our planned clinical trials, our expenditures on other research and development activities and our commercialization efforts. We anticipate our expenses will increase substantially as we:

•fund preclinical studies and clinical trials for our product candidates, which we are pursuing or may choose to pursue in the future;

•fund the manufacturing of drug substance and drug product of our product candidates in development;

•seek to identify, acquire, develop and commercialize additional product candidates;

•invest in activities related to the discovery of novel drugs and advancement of our internal programs;

•integrate acquired product candidates or technologies into a comprehensive regulatory and product development strategy;

•maintain, expand and protect our intellectual property portfolio;

•hire scientific, clinical, quality control and administrative personnel;

•add operational, financial and management information systems and personnel, including personnel to support our drug development efforts;

•achieve milestones under our agreements with third parties that will require us to make substantial payments to those parties;

•seek regulatory approvals for any product candidates that successfully complete clinical trials;

•build out our sales, marketing and distribution infrastructure and scale up external manufacturing capabilities to commercialize any drug candidates for which we may obtain regulatory approval; and

•operate as a public company.

While we do not have a need for additional capital to continue our operations as a result of our current liquidity position, we may in the future require additional capital to fund our operations, pursue business opportunities or strategic transactions or respond to challenges, competition or unforeseen circumstances. In that case, until such time, if ever, that we can generate substantial revenues, we may finance future cash needs through a combination of equity offerings, debt financings, strategic alliances and license and development agreements or other collaborations at Roivant and the Vants. To the extent that we raise additional capital by issuing equity securities at Roivant or the Vants, our existing shareholders’ ownership, or our ownership in the Vants, may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that could harm the rights of our shareholders. Additionally, any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations or strategic alliances or through marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams, research programs or technologies or grant licenses on terms that may not be favorable to us. The foregoing restrictions associated with potential sources of additional capital may make it more difficult for us to raise additional capital, if needed, or to pursue business opportunities, including potential acquisitions.

While we do not have a near-term need for additional capital as a result of our current liquidity position, we may in the future require additional capital, and if adequate funds are not available to us, in that case, we may be required to forego potential in-licensing or acquisition opportunities, delay, limit or terminate one or more development or discovery programs, or be unable to expand operations or otherwise capitalize on business opportunities, which could materially affect our business, prospects, financial condition and results of operations.

Finally, as part of our ongoing business strategy we regularly evaluate new acquisition and in-licensing opportunities, as well as our capital structure. We may from time to time use our existing cash to fund such opportunities or to return capital to shareholders though share repurchases or the issuance of cash dividends on our common shares to optimize our capital structure. See “Risk Factors—Risks Related to Our Business and Industry—We face risks associated with acquisitions, divestitures and other strategic transactions.” for more information.

Cash Flows

The following table sets forth a summary of our cash flows for the nine months ended December 31, 2025 and 2024:

Operating Activities

Cash flow from operating activities represents the cash receipts and disbursements related to all of our activities other than investing and financing activities. Cash flow from operating activities is derived from adjusting our net loss for non-cash items and changes in working capital.

For the nine months ended December 31, 2025, cash used in operating activities decreased by $80.4 million to $586.5 million compared to $666.9 million for the nine months ended December 31, 2024. This decrease was primarily due to certain cost savings during the nine months ended December 31, 2025 as a result of the sale of Dermavant and termination of namilumab and RVT-2001 programs along with lower cash compensation during the nine months ended December 31, 2025 as a result of higher one-time cash awards made pursuant to the 2024 Senior Executive Compensation Program during the nine months ended December 31, 2024. These decreases were partially offset by lower cash receipts from revenues in part as a result of the sale of Dermavant, less interest income received and greater cash requirements to advance our existing research and development programs, including the anti-FcRn franchise and brepocitinib, during the nine months ended December 31, 2025.

Investing Activities

For the nine months ended December 31, 2025, cash used in investing activities decreased by approximately $2.0 billion to $855.8 million compared to approximately $2.8 billion for the nine months ended December 31, 2024, primarily related to the maturities of certain marketable securities along with a decrease in purchases of marketable securities during the nine months ended December 31, 2025.

Financing Activities

For the nine months ended December 31, 2025, cash provided by financing activities was $203.0 million and cash used in financing activities was approximately $1.0 billion for the nine months ended December 31, 2024. This change is primarily due to a decrease in cash used for the repurchase of our common shares, an increase in cash proceeds from exercise of stock options, and an increase in cash proceeds from the issuance of subsidiary common shares, net of issuance costs paid, during the nine months ended December 31, 2025.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingencies as of the dates of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. In accordance with U.S. GAAP, we evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts or experience. Changes in estimates and assumptions are reflected in reported results in the period in which they become known.

We define our critical accounting policies as those under U.S. GAAP that require us to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations, as well as the specific manner in which we apply those principles.

There have been no significant changes to our critical accounting policies and use of estimates from those disclosed under Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2025 in our Form 10-K.