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Immunovant, Inc.

For the period ended Aug 27, 2025. Filed Jul 9, 2025.

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About this filing

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

Aug 27, 2025 · Filed Jul 9, 2025

IMVT$30.53+7.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to § 240.14a-12

(Name of Registrant as Specified In Its Charter)

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

☒ No fee required.

☐ Fee paid previously with preliminary materials.

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

320 West 37th Street

New York, New York 10018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On August 27, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting (the “Annual Meeting”) of Stockholders of Immunovant, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/IMVT2025 originating from New York, New York, on Wednesday, August 27, 2025 at 1:30 p.m., Eastern Time. We believe hosting a virtual meeting enables participation by more of our stockholders, while lowering the cost of conducting the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate. We recommend that you log in a few minutes before 1:30 p.m., Eastern Time, on August 27, 2025 to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes:

  1. To elect the Board of Directors’ three nominees for director: Jacob Bauer, Douglas Hughes and Robert Susman, each to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

  2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2026.

  3. To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

  4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Annual Meeting is June 30, 2025. Only stockholders of record at the close of business on that date and their proxy holders may vote at the meeting or any adjournment thereof. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, by appointment, at our office at 320 West 37th Street, New York, New York 10018, for a period of ten days ending on the day before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held Virtually, Via Live Webcast at www.virtualshareholdermeeting.com/IMVT2025 on August 27, 2025, at 1:30 p.m. Eastern Time.The proxy statement and our annual report are available atwww.proxyvote.com.

By Order of the Board of Directors

/s/ Eric Venker

Eric Venker, M.D., Pharm.D.

Chief Executive Officer

New York, New York

July 9, 2025

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING1
PROPOSAL NO. 1 ELECTION OF DIRECTORS6
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE9
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM15
PROPOSAL NO. 3 NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION16
EXECUTIVE OFFICERS17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT18
EXECUTIVE COMPENSATION20
EQUITY COMPENSATION PLANS AT MARCH 31, 202537
DIRECTOR COMPENSATION38
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS40
STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS43
HOUSEHOLDING OF PROXY MATERIALS44
OTHER MATTERS44
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.