Roivant Sciences Ltd.

Appointment of Director

The Company’s board of directors (the “Board”) appointed Jeffrey Hammerbacher to serve as a Class II director of the Company, effective November 9, 2026, increasing the size of the Board from eight to nine directors. Mr. Hammerbacher will serve, along with the other Class II directors, until the Company’s annual general meeting of shareholders in 2029 and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. There are no arrangements or understandings between Mr. Hammerbacher and any other persons pursuant to which he was selected as a director of the Company and there are no transactions involving Mr. Hammerbacher that would require disclosure by the Company under Item 404(a) of Regulation S-K. The Board has determined that Mr. Hammerbacher qualifies as an “independent director” under the applicable listing standards of The Nasdaq Stock Market LLC.

Mr. Hammerbacher is the Founder and Chief Executive Officer of Open Athena, a non-profit that partners with academic laboratories to build open source artificial intelligence models. He is also the Founder and Board Chair of Ortet, an artificial intelligence healthcare company, and a Strategic Partner at Thoreau, a healthcare investment firm. Mr. Hammerbacher previously served as a Senior Advisor to New Mountain Capital, from July 2024 to June 2026, as an Operating Advisor to Blackstone, from July 2023 to July 2024, and as a Senior Advisor to Sixth Street Partners, from April 2022 to April 2024. From 2019 to 2022, he was the Founder and Managing Partner of Related Sciences, a venture creation firm that starts preclinical drug development companies. Mr. Hammerbacher was previously a Research Assistant Professor at the Medical University of South Carolina, from 2017 to 2019, and at the Icahn School of Medicine at Mount Sinai, from 2012 to 2017. He was a founder of Cloudera, Inc., an enterprise data software company, where he served as Chief Scientist, from 2008 to 2017, and as Vice President, Product, from 2008 to 2010. Prior to that, he led the data team at Facebook (now Meta Platforms) and was a quantitative modeler at Bear Stearns. Mr. Hammerbacher previously served on the boards of directors of Datavant, Inc., Emids, PerkinElmer, The Emmes Company, LLC, Grant Thornton Advisors LLC, Cytel, Inc. and Sage Bionetworks. He holds an A.B. in Mathematics from Harvard College. The Board believes that Mr. Hammerbacher’s extensive experience as a founder and investor in the life sciences, health data and technology industries qualifies him to serve as a member of the Board.

As a non-employee director, Mr. Hammerbacher will receive cash and equity compensation (including an initial equity retainer) in accordance with the terms of the Company’s Non-Employee Directors Compensation Policy as described in the Company’s proxy statement for the 2026 annual general meeting of shareholders filed with the SEC on July 29, 2026. Mr. Hammerbacher’s initial equity grant is expected to be made in November 2026.

In connection with his appointment, Mr. Hammerbacher will enter into the Company’s standard form of indemnity agreement for directors, the form of which was previously filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC on May 20, 2026.

Chief Executive Officer Letter Agreement

As previously disclosed, in July 2024, the Company granted its Chief Executive Officer, Matthew Gline, performance restricted stock units (“PSUs”). The PSUs have both a performance-based vesting condition, tied to six share price hurdles across six tranches (the “Performance Condition”), and a service-based vesting condition (the “Service Condition”). From October 2025 to June 2026, the PSUs satisfied the Performance Condition across each of the six tranches. The Service Condition runs for a one-year period, tranche by tranche, measured from the date the Performance Condition of a tranche of PSUs is satisfied. Following the date on which a tranche of PSUs satisfies both the Performance Condition and the Service Condition (the “Vesting Date”), it is settled into common shares on one or more settlement dates following the Vesting Date (each a “Settlement Date”). Under the terms of the PSUs, the common shares received at settlement are subject to a further two-year holding period, measured from the Vesting Date, before they may be sold or otherwise transferred (subject to an exception for shares that may be withheld or sold to satisfy applicable withholding tax obligations) (the “Two-Year Holding Period”). As used in this section, the term “PSU Shares” refers to the net shares (taking into account tax withholding) received upon settlement of PSUs on or prior to December 31, 2026. For more information on the terms of the PSUs, please refer to the Company’s Proxy Statement filed with the SEC on July 29, 2026.

On November 6, 2026, the Compensation Committee of the Board approved, and the Company entered into, a letter agreement with Mr. Gline (the “Gline Letter Agreement”) permitting him to charitably donate to a donor advised fund (a “DAF”), in one or more transfers following each Settlement Date and on or before December 31, 2026, up to 100% of the PSU Shares (the “DAF Contribution”).

In conjunction with the DAF Contribution, the Two-Year Holding Period that would otherwise be applicable to the DAF Contribution shares is transferred to a number of common shares underlying certain of Mr. Gline’s vested stock options previously granted to Mr. Gline on April 20, 2022, in an amount equal to 109% of the gross number of PSUs with respect to which net PSU Shares are transferred. This percentage is intended to ensure that the value of PSUs subject to DAF Contributions is generally equivalent to the value of the options whose underlying shares are being locked up, calculated based on the ratio of the value of a common share to the estimated Black-Scholes value of an option as of the date of the Gline Letter Agreement.

For example, if Mr. Gline received 50 net PSU Shares (after satisfaction of applicable tax withholding and broker fee obligations) upon settlement of 100 gross PSUs with a Vesting Date of October 16, 2026, and then transferred those 50 PSU Shares to a DAF pursuant to the terms of the Gline Letter Agreement, then those 50 PSU Shares would no longer be subject to the Two-Year Holding Period, and instead 109 common shares underlying Mr. Gline’s vested stock options would become subject to the Two-Year Holding Period through October 16, 2028.

The foregoing description of the Gline Letter Agreement is qualified in its entirety by the agreement filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

10b5-1 Trading Arrangements

On August 13, 2026, Dr. Frank Torti, President and Vant Chair of our subsidiary Roivant Sciences, Inc., entered into a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The plan provides for the potential sale of up to 5,583,448 common shares held by Dr. Torti between November 12, 2026 and June 20, 2027.