Roivant Sciences Ltd 2025年度报告

FORM 10-K (Mark One) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________to___________Commission File Number: 001-40782 ROIVANT SCIENCES LTD. (Exact name of Registrant as specified in its Charter) 7th Floor50 BroadwayLondon SW1H 0DBUnited Kingdom Not Applicable 1 Pennsylvania Plaza54th FloorNew York, NYUnited States1 +44 207 400 3347(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeon which registered The Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No As of September30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregatemarket value of the registrant’s common shares, par value $0.0000000341740141 per share (the “common shares”), held by non-affiliates of the registrant was approximately $9.8 billion, based on the closing price of the common shares on The Nasdaq GlobalSelect Market on September30, 2025 of $15.13 per share. As of May12, 2026 there were 719,270,385 common shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement to be issued in conjunction with the registrant’s 2026 Annual Meeting ofShareholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended March 31, 2026, areincorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, theregistrant’s proxy statement shall not be deemed to be a part of this Annual Report on Form 10-K. Addresses of wholly-owned subsidiaries of the Registrant.1 TABLE OF CONTENTS Item 1.Business7Item 1A.Risk Factors56Item 1B.Unresolved Staff Comments131Item 1C.Cybersecurity131Item 2.Properties132Item 3.Legal Proceedings133Item 4.Mine Safety Disclosures133PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities134Item 6.[Reserved]136Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations137Item 7A.Quantitative and Qualitative Disclosures about Market Risk153Item 8.Financial Statements and Supplementary Data154Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure200Item 9A.Controls and Procedures200Item 9B.Other Information202Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections202Part III.Item 10.Directors, Executive Officers and Corporate Governance203Item 11.Executive Compen