Roivant Sciences Ltd.

(Unaudited)

Note 1—Description of Business and Liquidity

(A) Description of Business

Roivant Sciences Ltd. (inclusive of its consolidated subsidiaries, the “Company” or “RSL”) aims to improve the lives of patients by accelerating the development and commercialization of medicines that matter. The Company does this by creating nimble subsidiaries or “Vants” to develop and commercialize its medicines and technologies. The Company was founded on April 7, 2014 as a Bermuda exempted limited company.

LISRAYA™ (brepocitinib) was approved by the United States Food and Drug Administration (“FDA”) in August 2026 for the treatment of adults with dermatomyositis.

The Company’s subsidiaries are wholly owned subsidiaries and majority-owned or controlled subsidiaries. Refer to Note 4, “Equity Method Investments” for further discussion of the Company’s investments in unconsolidated entities.

(B) Liquidity

The Company has incurred significant operating losses and negative cash flows from operations since its inception. As of September 30, 2026, the Company had cash, cash equivalents and marketable securities of approximately $4.2 billion and its accumulated deficit was approximately $1.2 billion. For the six months ended September 30, 2026 and 2025, the Company incurred net losses from continuing operations of $443.6 million and $440.0 million, respectively. The Company has historically financed its operations primarily through the sale of equity securities, sale of subsidiary interests, debt financings and revenue generated from licensing and collaboration arrangements. Through its subsidiary Priovant Therapeutics, Inc. (“Priovant”), the Company has launched its commercial product, LISRAYA, following approval by the FDA in August 2026 for the treatment of adults with dermatomyositis and began to generate product revenues from LISRAYA.

The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, uncertainties related to commercialization of products, regulatory approvals to market its product candidates, dependence on key products, dependence on third-party service providers, such as contract research organizations, and protection of intellectual property rights. Management expects to incur additional losses in the future to fund its operations and conduct product research and development and may require additional capital to fully implement its business plan.

Note 2—Summary of Significant Accounting Policies

(A)Basis of Presentation and Principles of Consolidation

The Company’s fiscal year ends on March 31, and its fiscal quarters end on June 30, September 30, and December 31.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and follow the requirements of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements as certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended March 31, 2026 filed with the SEC. The unaudited condensed consolidated balance sheet at March 31, 2026 has been derived from the audited consolidated financial statements at that date. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, that are considered necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. Operating results for the three and six months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2027, for any other interim period, or for any other future year.

Any references in these notes to applicable accounting guidance are meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of RSL and the subsidiaries in which it has a controlling financial interest, most often through a majority voting interest. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform with the current period presentation. These reclassifications had no effect on the previously reported results of operations.

For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its unaudited condensed consolidated statements of operations equal to the noncontrolling interest’s proportionate share of the respective operations based on shareholders’ rights. The Company presents noncontrolling interests as a component of shareholders’ equity on its unaudited condensed consolidated balance sheets.

The Company accounts for changes in its ownership interest in its subsidiaries while control is retained as equity transactions. The carrying amount of the noncontrolling interest is adjusted to reflect the change in the ownership interest in the subsidiary. Any difference between the fair value of the consideration received or paid and the amount by which the noncontrolling interest is adjusted is recognized within shareholders’ equity attributable to RSL.

(B)Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets, liabilities, costs, expenses, contingent liabilities, share-based compensation and research and development costs. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

(C)Concentrations

Financial instruments that potentially subject the Company to credit risk concentration include cash, cash equivalents, marketable securities and accounts receivable. The Company maintains cash deposits, cash equivalents and marketable securities in highly-rated, federally-insured financial institutions in excess of federally insured limits. The Company has established guidelines relative to diversification and maturities to maintain safety and liquidity. The Company has not experienced any credit losses related to these financial instruments and does not believe that it is exposed to any significant credit risk related to these instruments.

The Company sells LISRAYA to specialty pharmacies, which constitute the Company’s only customers for product revenue. The following table summarizes customers who individually accounted for 10% or more of the Company’s total gross product revenue:

As of September 30, 2026, these customers accounted for 82% and 18% of the Company’s gross accounts receivable balance related to product revenue. The Company did not have product revenue during the six months ended September 30, 2025. The Company monitors the creditworthiness of its customers and has not experienced any credit losses to date.

The Company has long-lived assets in different geographic locations. As of September 30, 2026 and March 31, 2026, a majority of the Company’s long-lived assets were located in the United States (“U.S.”).

(D)Segment Reporting

Operating segments are defined as components of an entity about which separate, discrete information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker views the operations and manages the business in a single operating and reportable segment focused on the discovery, development and commercialization of medicines and technologies. The accounting policies of the segment are the same as those described in this Note 2, “Summary of Significant Accounting Policies.” See Note 14, “Segment Information” for further detail.

(E)Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash deposits in banks and all highly liquid investments that are readily convertible to cash. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash equivalents consist of amounts invested in money market funds.

Cash as reported in the accompanying condensed consolidated statements of cash flows includes the aggregate amounts of cash, cash equivalents and restricted cash as presented on the accompanying condensed consolidated balance sheets as follows (in thousands):

(F)Marketable Securities

The Company considers all highly liquid investments in securities with original maturities of greater than three months at the time of purchase to be marketable securities. Marketable securities, including those that have maturity dates beyond one year from the balance sheet date, are included in current assets on the condensed consolidated balance sheets due to their availability for use in current operations. As of September 30, 2026, marketable securities consist of U.S. Treasury securities, corporate bonds and commercial paper. All of the Company’s marketable securities are classified as available-for-sale and are carried at fair value as of September 30, 2026. Unrealized holding gains and losses, net of income taxes, on available-for-sale debt securities are reported as a separate component of accumulated other comprehensive (loss) income in shareholders’ equity until realized. The cost of available-for-sale securities sold and the amount reclassified out of accumulated other comprehensive (loss) income into earnings is determined using the specific identification method. Prior to December 31, 2025, a portion of the Company’s marketable securities were classified as held-to-maturity and carried at amortized cost. Interest income is recorded as earned within “Interest income” in the condensed consolidated statements of operations.

(G)Inventory

Inventory is recorded at the lower of cost or net realizable value, with cost determined using a standard cost approach, which approximates actual cost determined on a first-in, first-out basis. Inventory consists of raw materials, work-in-process and finished goods and consists primarily of the cost for raw materials and third-party contract manufacturing costs.

The Company assesses recoverability of inventory during each reporting period and writes down any excess and obsolete inventories to their net realizable value in the period in which the impairment is first identified. Such impairment charges are recorded as a component of cost of revenue in the condensed consolidated statements of operations.

Inventory is recognized as cost of product revenue when the related product revenue is recognized (i.e., upon delivery to the specialty pharmacy). Inventory deployed for clinical operations is recognized as research and development expense.

Prior to regulatory approval, the Company records costs incurred to manufacture the Company’s drug product as research and development expense. Once the product receives regulatory approval, the Company capitalizes inventory costs related to the product. Following FDA approval of LISRAYA in August 2026, the Company began capitalizing qualifying manufacturing costs as inventory.

Inventory is included in “Other current assets” on the accompanying condensed consolidated balance sheets.

(H)Investments

Investments in equity securities for which the Company does not have control or significant influence may be accounted for using (i) the fair value option, if elected, (ii) fair value through earnings, if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.

The Company has elected the fair value option to account for certain investments over which the Company has significant influence. The Company believes the fair value option best reflects the underlying economics of these investments. See Note 4, “Equity Method Investments.”

(I)Fair Value Measurements

The Company utilizes fair value measurement guidance prescribed by U.S. GAAP to value its financial instruments. The guidance establishes a fair value hierarchy for financial instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. Fair value is defined as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. As a basis for considering market participant assumptions in fair value measurements, the guidance establishes a three-tier fair value hierarchy that distinguishes among the following:

•Level 1-Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2-Valuations are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.

•Level 3-Valuations are based on inputs that are unobservable (supported by little or no market activity) and significant to the overall fair value measurement.

To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Company’s financial instruments include shares of common stock of Arbutus Biopharma Corporation (“Arbutus”) and Class A units of Heracles Parent, L.L.C. (“Datavant”). The Company’s financial instruments also include cash; cash equivalents, consisting of money market funds; marketable securities, consisting of U.S. Treasury securities, corporate bonds and commercial paper; receivables; and accounts payable.

The shares of Arbutus common stock are classified as Level 1, and their fair value is determined based upon quoted market prices in active markets. The Class A units of Datavant are classified as Level 3 within the fair value hierarchy as the assumptions and estimates used in the valuations are unobservable in the market. Cash, receivables and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Money market funds are included in Level 1 of the fair value hierarchy and are valued at the closing price reported by an actively traded exchange. Available-for-sale marketable securities, consisting of U.S. Treasury securities, corporate bonds and commercial paper, are included in Level 2 of the fair value hierarchy. These securities are valued using pricing valuation models that incorporate observable market inputs.

(J)Contingencies

The Company may, from time to time, be a party to various disputes and claims arising from normal business activities. The Company continually assesses any litigation or other claims it may confront to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. The Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the contingent loss, including an estimable range, if possible.

(K)Revenue Recognition

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for its arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the Company satisfies a performance obligation.

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606, Revenue from Contracts with Customers at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which performance obligations are distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied.

Product Revenue, Net

The Company’s product revenue, net relates entirely to the sale of LISRAYA in the U.S. The Company began recognizing product revenues after the approval by the FDA in August 2026 of LISRAYA for the treatment of adults with dermatomyositis.

The Company enters into agreements with specialty pharmacies (each a “Customer” and collectively the “Customers”) to sell LISRAYA in the U.S. Revenues from product sales are recognized when the Customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery of the product to the Customer.

Revenues from product sales are recorded net of variable consideration, which includes: (a) prompt payment discounts, (b) government rebates, (c) chargebacks, (d) product returns and (e) co-pay assistance for patients. The reserves for variable consideration are classified as reductions of accounts receivable or accrued expenses.

Variable consideration is estimated based on contractual terms as well as management assumptions and historical data. The amount of variable consideration is calculated using the expected value method, which is the sum of probability weighted amounts in a range of possible outcomes, or the most likely amount method, which is the single most likely amount in a range of possible outcomes. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results vary from estimates, the Company adjusts these estimates, which affects net product revenue and earnings in the period such variances become known.

Variable consideration items include:

a. Prompt Payment Discounts: Customers receive a prompt payment discount for payments made within a contractually agreed number of days before the due date. The Company estimates that its Customers will earn these discounts. These discounts are recorded as a reduction of gross product revenue and accounts receivable at the time revenue is recognized.

b. Government Rebates: Allowances for government rebates include mandated discounts under Medicaid, Medicare, and other government programs. The Company’s estimate for these rebates is based on contractual or statutory discount rates, estimated patient mix, and expected utilization. Rebates are recorded as a reduction of gross product revenue and an accrued expense is established at the time revenue is recognized.

c. Chargebacks: Chargebacks for statutory discounts to qualified government healthcare providers represent the estimated obligations resulting from contractual commitments to sell product to qualified U.S. Department of Veterans Affairs hospitals and 340B entities at discounted prices. The Customer charges the Company for the difference between what it pays to the Company for the product and the selling price to the qualified healthcare provider. Chargebacks are recorded as a reduction of gross product revenue and accounts receivable at the time revenue is recognized.

d. Product Returns: The Company offers its Customers limited product return rights for damages and product within an eligible expiry window. The Company currently estimates product return reserves using available industry data and its own sales information, including its visibility into the inventory remaining in the distribution channel. The reserve for returns is recorded as a reduction of gross product revenue and an accrued expense is established at the time revenue is recognized.

e. Co-pay Assistance: The Company offers a co-pay assistance program, which is intended to provide financial assistance to qualified patients. The Company uses a third-party to administer the co-pay assistance program. Co-pay assistance is recorded as a reduction of gross product revenue and an accrued expense is established at the time revenue is recognized.

The Company makes estimates and judgments that affect the recognition of net product revenues. The Company adjusts the estimated discounts, rebates, chargebacks, returns and co-pay assistance based on new information, including information regarding actual discounts, rebates, chargebacks, returns and co-payments for the product, as it becomes available. Claims by third-party payors for certain variable consideration may be submitted to the Company significantly after the related sales, potentially resulting in adjustments in the period in which the new information becomes known.

License, Milestone and Other Revenue

The Company applies judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating the transaction price to performance obligations within a contract, determining when performance obligations have been satisfied, assessing the recognition and likelihood of reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. These judgments are discussed in more detail below.

•Licenses of intellectual property: If a license to intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from the portion of the transaction price allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are not distinct from other promises, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, upfront fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the related revenue recognition accordingly.

•Milestone payments: At the inception of each arrangement that includes research, development or regulatory milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative standalone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price on a cumulative catch-up basis in earnings in the period of the adjustment.

•Royalties and commercial milestone payments: For arrangements that include sales-based royalties, including commercial milestone payments based on a pre-specified level of sales, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Achievement of these royalties and commercial milestones may solely depend upon performance of the licensee.

Revenue is also generated from certain technology-focused contracts from subscription and service-based fees recognized for the use of certain internally developed technology. Subscription revenue is recognized ratably over the contract period.

Accounts Receivable, Net

The Company’s accounts receivable primarily consist of amounts due from the Company’s customers related to product sales and are recorded net of prompt payment discounts, chargebacks, and any allowance for credit losses. The Company evaluates the collectability of its accounts receivable by monitoring the financial condition and creditworthiness of its customers, and the Company considers economic factors or trends expected to affect future collections. As of September 30, 2026, the Company did not have an allowance for credit losses. Accounts receivable, net is included in “Other current assets” on the accompanying condensed consolidated balance sheets.

(L)Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses consist primarily of employee-related expenses, such as salaries, share-based compensation, sales incentive compensation and benefits, for employees engaged in SG&A activities. SG&A employees include those responsible for the identification and acquisition or in-license of new product candidates as well as for managing Vant operations and facilitating the use of the Company’s platform and technologies at the Vants. SG&A expenses also consist of commercial and marketing activities, advertising, legal and accounting fees, consulting services, and other operating costs relating to corporate matters and daily operations. Additionally, SG&A expenses include costs incurred relating to the identification, acquisition or in-license and technology transfer of promising drug candidates.

(M)Foreign Currency

The Company’s functional and reporting currency is the U.S. dollar. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in “Other expense, net” in the accompanying condensed consolidated statements of operations. For the six months ended September 30, 2026 and 2025, the Company had a foreign currency transaction gain of $2.1 million and a foreign currency transaction loss of $6.5 million, respectively.

(N)Significant Accounting Policies

There were no significant changes to the Company’s significant accounting policies from those disclosed in the Company’s Annual Report for the year ended March 31, 2026, other than the addition of policies for inventory and product revenue recognition, which relate to the commercial launch of LISRAYA.

(O) Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of their specified effective dates.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The amendments are effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. This ASU is applicable to the Company’s Annual Report for the fiscal year ended March 31, 2028, and subsequent interim periods, with early adoption permitted. The amendments can be adopted either (i) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (ii) retrospectively to any or all prior periods presented in the financial statements. The Company expects adoption of this ASU will result in additional disclosures in line with the requirements of ASU 2024-03.

Note 3—Cash, Cash Equivalents and Marketable Securities

Cash, cash equivalents and marketable securities consisted of the following (in thousands):

The following table summarizes the unrealized positions for the Company’s marketable securities (in thousands):

(1)Excludes $21.6 million and $19.6 million of accrued interest receivable as of September 30, 2026 and March 31, 2026, respectively, which is included in“Other current assets” on the condensed consolidated balance sheets.

As of September 30, 2026,129 available-for-sale marketable securities with a fair value of $2,363.2 million were in a gross unrealized loss position of $16.3 million. As of March 31, 2026,129 available-for-sale marketable securities with a fair value of $1,999.6 million were in a gross unrealized loss position of $4.1 million. All marketable securities with unrealized losses had been in a loss position for less than twelve months as of September 30, 2026 and March 31, 2026. The Company does not intend to sell, and is not required to sell, these securities that are in an unrealized loss position before the recovery of their amortized cost basis.

The Company classified its marketable securities as Level 2 measurements within the fair value hierarchy. The estimated fair value of available-for-sale marketable securities by contractual maturity was as follows (in thousands):

Note 4—Equity Method Investments

The Company maintains equity method investments in certain entities. As of September 30, 2026 and March 31, 2026, the most significant of these were the Company’s investments in Arbutus and Datavant, which are accounted for using the fair value option.

The Company determined that it does not control these entities and as a result does not consolidate these entities. Due to the Company’s significant influence over operating and financial policies of these entities, the entities are considered related parties of the Company.

Investment in Arbutus

The Company holds an investment in Arbutus in the form of 38,847,462 common shares of Arbutus as of September 30, 2026, representing approximately 19% of the issued and outstanding shares of Arbutus. Subsequent to September 30, 2026, Arbutus purchased 8,967,383 of its common shares held by the Company for aggregate consideration of approximately $44.8 million pursuant to a modified Dutch auction tender offer by Arbutus (the “Arbutus Tender Offer”). As permitted under the terms of the Arbutus Tender Offer, the Company made a proportionate tender of its Arbutus common shares in order to participate while maintaining its proportionate ownership of Arbutus following the completion of the Arbutus Tender Offer.

At September 30, 2026 and March 31, 2026, the aggregate fair value of the Company’s investment in Arbutus was $185.7 million and $174.8 million, respectively. During the three and six months ended September 30, 2026, the Company recognized an unrealized loss of $0.8 million and an unrealized gain of$10.9 million on its investment in Arbutus, respectively, in the accompanying condensed consolidated statements of operations. During the three and six months ended September 30, 2025, the Company recognized unrealized gains of $56.3 million and$40.8 million on its investment in Arbutus, respectively, in the accompanying condensed consolidated statements of operations. The fair value of the Company’s investment was determined using the closing price of Arbutus’s common stock on September 30, 2026 and March 31, 2026 of $4.78 and $4.50, respectively.

Investment in Datavant

The Company holds an investment in Class A units of Datavant. As of September 30, 2026, the Company’s minority equity interest represented approximately 9% of the outstanding Class A units in Datavant. Datavant’s capital structure includes preferred units that, among other features, have liquidation preferences and conversion rights. Upon conversion of such preferred units into Class A units, the Company’s ownership interest would be diluted.

As of September 30, 2026 and March 31, 2026, the fair value of the Company’s investment was $319.2 million and $233.2 million, respectively. During thethree and six months ended September 30, 2026, the Company recognized unrealized gains of $61.1 million and$86.1 million on its investment in Datavant, respectively, in the accompanying condensed consolidated statements of operations. During the three and six months ended September 30, 2025, the Company recognized unrealized gains of $72.2 million and$68.6 millionon its investment in Datavant, respectively, in the accompanying condensed consolidated statements of operations.

The fair value of the Company’s investment was determined using valuation models that incorporate significant unobservable inputs and is classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 12, “Fair Value Measurements” for more information.

Note 5—Recent Transactions and Developments

Global Settlement with Moderna

On March 3, 2026, the Company’s subsidiary, Genevant Sciences GmbH (“Genevant”), Arbutus (together with Genevant, “Genevant/Arbutus”), and, solely for certain purposes, Genevant’s parent Genevant Sciences Ltd. (“GSL”), and Moderna, Inc. and ModernaTx, Inc. (together, “Moderna”) entered into a settlement agreement (the “Settlement Agreement”) to resolve all patent infringement litigation between Genevant/Arbutus and Moderna pending in the U.S. and internationally relating to Moderna’s unauthorized use of Genevant/Arbutus’ lipid nanoparticle (“LNP”) delivery technology in its vaccines, including its Covid-19 vaccine SPIKEVAX.

Pursuant to the Settlement Agreement:

•Moderna made a non-contingent, non-creditable, and non-refundable payment to Genevant and Arbutus of $950 million on July 8, 2026 (the “Fixed Payment”).

•Moderna agreed to make up to an additional $1.3 billion contingent lump sum payment (the “Contingent Payment”) to Genevant and Arbutus if certain circumstances occur as more fully described below.

•Moderna consented to entry of a judgment of infringement and of a judgment of no invalidity offour Genevant/Arbutus patents.

•Genevant agreed to grant Moderna a global non-exclusive license to LNP delivery technology for infectious disease applications and a covenant not to sue for certain Genevant/Arbutus patents and Moderna products.

Payments by Moderna under the Settlement Agreement are made directly to Genevant and Arbutus consistent with the terms of a cross-license agreement (as amended, the “Cross-License Agreement”) entered between Genevant (as assignee of GSL) and Arbutus. Pursuant to the Cross-License Agreement, Arbutus granted Genevant a license under certain patents and know-how relating to Arbutus’s LNP and GalNAc technologies for all applications other than hepatitis B virus and certain other excluded fields. As of September 30, 2026, RSL and Arbutus held 83% and 16%, respectively, of the issued and outstanding common shares of GSL.

Under the terms of the Cross-License Agreement, payments made by Moderna pursuant to the Settlement Agreement to Genevant/Arbutus are allocated, after reimbursement of the parties’ respective litigation costs, (i)80% to Genevant and (ii)20% to Arbutus.

Based on this allocation, Genevant received $771.6 million for its portion of the Fixed Payment on July 8, 2026. Included in Genevant’s portion of the Fixed Payment was approximately $1.0 million that Genevant remitted to Arbutus pursuant to a separate agreement. The Company recognized a gain on litigation settlement of $0.4 million for thesix months ended September 30, 2026 in the accompanying condensed consolidated statements of operations as a result of the final determination of actual litigation costs incurred.

In July 2026, GSL declared a dividend to GSL’s shareholders. Holders of equity awards granted under the GSL 2018 Equity Incentive Plan, as amended, with dividend equivalent rights also participated pro rata in the dividend (the dividend and dividend equivalent rights, together, the “Fixed Payment Distribution”). The portion of the Fixed Payment Distribution attributable to non-RSL common shareholders and other equity award holders was $186.6 million (including $67.3 million to Arbutus), of which $179.1 million was paid as of September 30, 2026.

Additionally, as described in Note 7,“Certain Balance Sheet Components”as of September 30, 2026, accrued compensation-related expenses included $22.9 million for employee bonuses related to the global settlement reached with Moderna.

Moderna will make the Contingent Payment to Genevant/Arbutus (i) if the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”) (whether by the initial panel, upon panel rehearing or en banc) affirms, or if there is a final non-appealable judgment that affirms, the rejection of Moderna’s affirmative defense pursuant to 28 U.S.C. §1498 (“§ 1498”) by the U.S. District Court for the District of Delaware in its entirety or otherwise holds that § 1498 does not bar Genevant/Arbutus’ claim against Moderna as to either or both of direct infringement and indirect infringement with respect to all of the doses subject to Moderna’s appeal, or (ii) upon a voluntary dismissal of Moderna’s appeal (any of the foregoing under (i) or (ii), a “Genevant/Arbutus § 1498 Victory”). If the appellate court instead determines that § 1498 bars Genevant/Arbutus’ infringement claims as to some, but not all, of the doses subject to Moderna’s appeal, the Settlement Agreement provides that Moderna will pay Genevant/Arbutus a prorated amount of $1.3 billion, calculated based on the number of doses for which § 1498 bars Genevant/Arbutus’ infringement claims as clearly articulated by the Federal Circuit, or if not clearly articulated by the Federal Circuit, as mutually agreed by the parties or determined in an accelerated binding arbitration process.

Under certain circumstances, if the Genevant/Arbutus § 1498 Victory is subsequently overturned in Moderna’s favor in a final nonappealable decision, Genevant/Arbutus is required to return the Contingent Payment to Moderna, plus interest. If, following a Genevant/Arbutus § 1498 Victory, either (i) Moderna does not timely appeal such Genevant/Arbutus § 1498 Victory or (ii) such Genevant/Arbutus § 1498 Victory is subsequently affirmed in a final nonappealable decision, Moderna will have no further right to a potential repayment of the Contingent Payment.

The Contingent Payment is considered a gain contingency, and Genevant’s portion of such payment will be recognized when realized or realizable.

Note 6—Discontinued Operations

In October 2024, the Company completed the sale of its entire equity interest in its majority-owned subsidiary, Dermavant Sciences Ltd., to Organon & Co. (“Organon”). The consideration paid was subject to post-closing adjustments, which were resolved in July 2026. As a result, the Company received $20.9 million from Organon in August 2026, of which $5.1 million was released from escrow. The incremental $15.8 million represents an additional gain on the sale of Dermavant and is presented as “Income from discontinued operations, net of tax” in the accompanying condensed consolidated statements of operations for the three and six months ended September 30, 2026.

In the accompanying condensed consolidated statement of cash flows, the cash flows from discontinued operations are not separately classified. The significant cash flow items from discontinued operations were as follows (in thousands):

Note 7—Certain Balance Sheet Components

Accrued Expenses

Accrued expenses at September 30, 2026 and March 31, 2026 consisted of the following (in thousands):

As of September 30, 2026 and March 31, 2026, accrued research and development expenses included an accrual of $42.5 million of non-cancelable contractual costs as a result of the discontinuation of batoclimab, which were recognized as research and development expenses in prior fiscal years.

As of September 30, 2026, accrued compensation-related expenses included $22.9 million in employee bonuses related to the global settlement reached with Moderna in March 2026, of which $18.8 million was recognized as selling, general and administrative expense and $4.1 million was recognized as research and development expense during the six months ended September 30, 2026. Refer to Note 5, “Recent Transactions and Developments” for more information regarding the global settlement with Moderna.

Note 8—Shareholders’ Equity

(A) At-the-Market Equity Offering Program

On September 19, 2022, the Company entered into a sales agreement with Cowen and Company, LLC (“Cowen”) to sell its common shares having an aggregate offering price of up to $400.0 million from time to time through an “at-the-market” equity offering program under which Cowen acts as the Company’s agent (the “ATM Facility”).

As of September 30, 2026, the Company had $400.0 million of remaining capacity available under the ATM Facility.

(B) Share Repurchase Program

The Company’s board of directors has authorized various share repurchase programs, including a $1.5 billion (excluding fees and expenses) program that was completed in June 2025 and a subsequent program authorized in June 2025 and subsequently increased in March 2026, allowing for aggregate repurchases up to $1.0 billion (excluding fees and expenses). During thesix months ended September 30, 2026, the Company repurchased 9,359,498 shares for an aggregate purchase price of approximately $281.2 million (including fees and expenses). Following these repurchases, approximately $609.3 million remains available for share repurchases. During thesix months ended September 30, 2025, the Company repurchased 20,269,450 shares for an aggregate purchase price of approximately $208.3 million (including fees and expenses).

Note 9—Share-Based Compensation

(A) RSL Equity Incentive Plans

2021 Equity Incentive Plan

The 2021 Equity Incentive Plan (the “RSL 2021 EIP”) was approved and adopted in connection with the Business Combination and became effective immediately prior to closing. As of the effective date of the RSL 2021 EIP, no further stock awards have been or will be made under the Roivant Sciences Ltd. Amended and Restated 2015 Equity Incentive Plan (the “RSL 2015 EIP”). At September 30, 2026, a total of 58,798,689 common shares were available for future grants under the RSL 2021 EIP.

Stock Options

Activity for stock options under the Company’s equity incentive plans for the six months ended September 30, 2026 was as follows:

Restricted Stock Units and Performance Restricted Stock Units

Activity for RSUs and PSUs under the Company’s equity incentive plans for the six months ended September 30, 2026 was as follows:

In June 2026, the Company’s trailing 30-day volume-weighted average trading price per share exceeded $30.00, satisfying the share price hurdle for the sixth and final vesting tranche of PSUs granted in July 2024 and 2025 under multi-year incentive compensation arrangements for certain senior executives (the “Senior Executive Compensation Program”). As a result, the “Performance Condition” (as defined in the Senior Executive Compensation Program) was satisfied for 15,298,215 PSUs, and therefore all 43,350,000 PSUs granted under the Senior Executive Compensation Program have satisfied the Performance Condition.

Following the achievement of the Performance Condition, the PSUs remain subject to a service-based vesting condition (the “Service Condition”), which will be deemed satisfied on the first anniversary of the date on which the Performance Condition is first satisfied with respect to such tranche, subject to the executive’s continuous service through such anniversary. Subsequent to quarter-end, the Service Condition was satisfied for the first tranche of PSUs granted under the Senior Executive Compensation Program, and may be settled into common shares on one or more settlement dates following vest pursuant to the terms of the PSUs. Once both conditions are met and the PSUs are fully vested, the underlying common shares are subject to an additionaltwo-year holding period, measured from their vesting date, before such common shares may be sold by the executive (subject to certain customary exceptions, including sales to cover applicable tax withholding payments due in connection with the settlement of the PSUs). In November 2026, the Company entered into a letter agreement with Matthew Gline, Chief Executive Officer, that allows Mr. Gline to charitably donate a certain number of net common shares issued to him on settlement of his fully vested PSUs, on or prior to December 31, 2026, to a donor advised fund. In conjunction with the donation, thetwo-year holding period that would otherwise be applicable to such shares is transferred to a certain number of common shares underlying certain of Mr. Gline’s vested stock options previously granted to Mr. Gline on April 20, 2022, as specified in the agreement.

(B) Subsidiary Equity Incentive Plans

Certain subsidiaries of RSL adopt their own equity incentive plan (“EIP”). Each EIP is generally structured so that the applicable subsidiary and its affiliates’ employees, directors, officers, and consultants are eligible to receive non-qualified and incentive stock options, stock appreciation rights, restricted share awards, RSUs, and other share awards under their respective EIP. The Company recorded share-based compensation expense of $14.0 million and$28.8 million for the three and six months ended September 30, 2026, respectively, and$14.4 million and $33.7 million for the three andsix months ended September 30, 2025, respectively, related to subsidiary EIPs.

Note 10—Income Taxes

The Company’s effective tax rate for the three and six months ended September 30, 2026 was 8.0% and 3.8%, respectively, and the effective tax rate for the three andsix months ended September 30, 2025 was(4.4)% and (2.7)%, respectively. The effective tax rate for the three and six months ended September 30, 2026 was driven bythe Company’s earnings by jurisdiction and a valuation allowance that eliminates the Company’s global net deferred tax assets, as well as the discrete tax consequences of the Fixed Payment Distribution. The effective tax rate for the three and six months ended September 30, 2025 was driven by the Company’s earnings by jurisdiction and a valuation allowance that eliminates the Company’s global net deferred tax assets.

The Company assesses the realizability of its deferred tax assets at each balance sheet date based on available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary.

Note 11—Commitments and Contingencies

(A) Commitments

Lease Commitments

The Company has leases, consisting primarily of real estate leases. Refer to Note 11, “Leases” in the Company’s Annual Report for the year ended March 31, 2026 for further information regarding the Company’s lease commitments.

Other Commitments

The Company has entered into commitments under various asset acquisition and license agreements. Under these agreements, the Company is 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 Company will be required to make milestone payments and royalty payments in connection with the sale of products developed under these agreements. Refer to Note 12, “Commitments and Contingencies” in the Company’s Annual Report for the year ended March 31, 2026 for further information regarding certain key asset acquisition and license agreements. There have been no material changes to the key asset acquisition and license agreements during the six months ended September 30, 2026.

Following the approval of LISRAYA by the FDA in August 2026, the Company began incurring a tiered, sub-teens royalty payable to Pfizer, Inc. (“Pfizer”) on net sales of LISRAYA pursuant to the terms of the license and collaboration agreement entered into between Priovant and Pfizer in September 2021. Priovant is also obligated to pay Pfizer a one-time mid-tens-of-million dollars sales milestone payment if net sales of LISRAYA in a given year exceed a mid-hundreds-of-millions dollars amount.

The Company has further commitments relating to other asset acquisition and license agreements that it has entered into and expects to enter into additional asset acquisition and license agreements in the future, which may require upfront payments and long-term commitments of capital resources.

Additionally, the Company enters into agreements with contract service providers to assist in the performance of its research and development activities. Expenditures to contract research organizations and contract manufacturing organizations represent significant costs in the clinical development of its product candidates. Subject to required notice periods and certain obligations under binding purchase orders, the Company can elect to discontinue the work under these agreements at any time. The Company expects 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.

As of September 30, 2026, the Company’s subsidiary, Immunovant, Inc. (“Immunovant”), had an accrual of $42.5 million of non-cancelable contractual costs as a result of the discontinuation of batoclimab, which were recognized as research and development expenses in prior fiscal years.

In April 2026, Immunovant entered into an agreement that includes provisions for minimum obligations for the contract manufacturing of IMVT-1402 drug substance. As of September 30, 2026, the minimum commitment was approximately $22.8 million, of which $4.2 million and $18.6 million are expected to be paid during the fiscal years ending March 31, 2027 and 2028, respectively. The agreement includes a variable component whereby service prices may be adjusted based on related commitments for raw materials and other costs, and annual inflationary changes in an applicable price index.

(B) Loss Contingencies

The Company may, from time to time, be a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated, and if the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation or claim, including an estimable range, if possible.

Immunovant Stockholder Derivative Lawsuit

In September 2026, the Company was named as a defendant in a purported stockholder derivative action filed in the Court of Chancery of the State of Delaware on behalf of Immunovant, the Company’s majority-owned subsidiary. The complaint asserts claims against the Company, as Immunovant’s controlling stockholder, and certain of Immunovant’s current and former directors for alleged breaches of fiduciary duty relating to Immunovant’s private placement transaction completed in January 2025 with the Company and certain institutional accredited investors. Immunovant is named as a nominal defendant. The stockholder seeks unspecified damages and costs on behalf of Immunovant. The Company believes the claims are without merit and intends to vigorously defend against them. The litigation is at an early stage, and the Company cannot reasonably predict its outcome or estimate any potential loss or range of loss.

(C) Indemnification Agreements

The Company is a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate the Company to indemnify the other parties to such agreements upon the occurrence of certain events. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. The Company also indemnifies each of its directors and officers for certain events or occurrences, subject to certain limits. The maximum amount of potential future indemnification is unlimited; however, the Company currently maintains director and officer liability insurance, which may cover certain liabilities arising from the Company’s obligation to indemnify its directors and officers. To date, the Company has not incurred any material costs related to these indemnification obligations and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements as of September 30, 2026 and March 31, 2026.

Note 12—Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2026 and March 31, 2026, by level, within the fair value hierarchy (in thousands):

There wereno liabilities measured at fair value on a recurring basis as of September 30, 2026 and March 31, 2026, and there wereno transfers into or out of Level 3 during the six months ended September 30, 2026.

Level 3 Disclosures

The Company measures its Level 3 assets and liabilities at fair value based on significant inputs not observable in the market, which causes them to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the Level 3 assets and liabilities uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company evaluates these assumptions and estimates on an ongoing basis as additional data impacting the assumptions and estimates is obtained. Changes in the fair value related to updated assumptions and estimates are recorded within the condensed consolidated statements of operations at the end of each reporting period.

The fair value of Level 3 assets and liabilities may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of potential scenarios used to estimate fair value. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods.

The changes in fair value of the Level 3 assets during the six months ended September 30, 2026 and 2025 were as follows (in thousands):

The change in fair value of the Level 3 liabilities during the six months ended September 30, 2025 was as follows (in thousands):

Investment in Datavant

The Company elected the fair value option to account for its investment in Datavant. The estimate of fair value for this investment was determined using the income approach, market approach, and implementation of the option pricing method (“OPM”). The income approach is based on the future expected cash flows, which are derived from certain assumptions attributable to Datavant including estimates of revenue growth rate, earnings before interest, taxes, depreciation and amortization and terminal growth rate. These expected cash flows are then discounted to their present value using a discount rate that reflects the risk and time value of money. The market approach estimates value by using valuation multiples derived from the stock prices of comparable publicly traded companies to determine the company’s equity value. The OPM allows for the allocation of a company’s equity value among the various equity capital owners (preferred and common shareholders). The OPM uses the preferred shareholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The fair value was calculated using significant unobservable inputs including the following:

Note 13—Net Loss per Common Share

Basic net loss per common share is computed by dividing net loss attributable to Roivant Sciences Ltd. by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss attributable to Roivant Sciences Ltd. by the diluted weighted-average number of common shares outstanding during the period.

For periods of net loss, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common stock equivalents is anti-dilutive. For the three and six months ended September 30, 2026 and 2025, all outstanding common stock equivalents have been excluded from the computation of diluted loss per share because their effect was anti-dilutive due to the net loss.

As of September 30, 2026 and 2025, the following potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per common share:

During the three months ended September 30, 2026, Genevant’s parent, GSL, declared a dividend funded by the Fixed Payment received from Moderna. The related settlement gain was recognized during the year ended March 31, 2026 (see Note 5).

GSL’s outstanding restricted stock units and options participated in the distribution through dividend-equivalent rights. The distribution to these equity awards increased net loss attributable to Roivant Sciences Ltd. by $95.9 million for each of the three and six months ended September 30, 2026, increasing basic and diluted net loss per common share by $0.13 for each period.

Note 14—Segment Information

The Company is operated and managed as a single operating and reportable segment which focuses on the discovery, development and commercialization of medicines and technologies. The Company’s Chief Operating Decision Maker (“CODM”) is its chief executive officer.

The CODM assesses performance for the Company based on net loss, which is reported on the condensed consolidated statements of operations and comprehensive loss as net loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seeks regulatory approval. As such, the CODM uses cash forecast models and budgeted versus actual results to assess performance, make operating decisions and allocate resources across the Company including to various Vants and research and development projects.

The Company’s significant segment expenses are as follows (in thousands):