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Ian Clark details Takeda (NYSE: TAK) initial share and RSU holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

TAKEDA PHARMACEUTICAL CO LTD director Ian T. Clark filed an initial ownership report showing his existing equity interests in the company. The filing lists direct holdings of 9,696 American Depositary Shares and 9,700 Ordinary Shares, along with several equity-based awards.

These include "Tax Obligation Awards" economically equivalent to Ordinary Shares that will be settled in cash primarily to cover tax obligations, and a cash-settled retirement RSU award tied to the value of 2,356 Ordinary Shares. Additional RSU grants are scheduled to vest in tranches on June 1, 2026, June 1, 2027 and June 1, 2028, with each unit linked to one Ordinary Share and converting into American Depositary Shares upon vesting.

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Insider CLARK IAN T
Role Director
Type Security Shares Price Value
holding Tax Obligation Award -- -- --
holding Tax Obligation Award -- -- --
holding Tax Obligation Award -- -- --
holding Cash Settled Retirement Award -- -- --
holding American Depositary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Tax Obligation Award — 1,152 shares (Direct); Cash Settled Retirement Award — 2,356 shares (Direct); American Depositary Shares — 9,696 shares (Direct); Ordinary Shares — 9,700 shares (Direct)
Footnotes (1)
  1. Represents an award of restricted stock units (RSU). Each RSU represents a contingent right to receive one Ordinary Share, which will be converted into an equivalent number of American Depositary Shares following vest. The RSUs vest on the following schedule: June 1, 2026 (3,100 ordinary shares), June 1, 2027 (3,400 ordinary shares) and June 1, 2028 (3,200 ordinary shares). Each Tax Obligation Award is the economic equivalent of one Ordinary Share that, upon vest, will be converted to a cash payment primarily to cover tax obligations at the then-current market price of the Ordinary Shares. Represents an award of restricted stock units (RSUs). Each RSU represents a contingent right to receive a cash amount equivalent to the value of one Ordinary Share at the time of vest. The RSUs vest upon the director's retirement from the board.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
CLARK IAN T

(Last)(First)(Middle)
3100 HANOVER STREET

(Street)
PALO ALTO CALIFORNIA 94304

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
TAKEDA PHARMACEUTICAL CO LTD [ TAK ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
American Depositary Shares9,696D
Ordinary Shares9,700(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Tax Obligation Award06/01/202606/01/2026Ordinary Shares1,152(2)D
Tax Obligation Award06/01/202706/01/2027Ordinary Shares1,192(2)D
Tax Obligation Award06/01/202806/01/2028Ordinary Shares1,180(2)D
Cash Settled Retirement Award (3) (3)Ordinary Shares2,356(3)D
Explanation of Responses:
1. Represents an award of restricted stock units (RSU). Each RSU represents a contingent right to receive one Ordinary Share, which will be converted into an equivalent number of American Depositary Shares following vest. The RSUs vest on the following schedule: June 1, 2026 (3,100 ordinary shares), June 1, 2027 (3,400 ordinary shares) and June 1, 2028 (3,200 ordinary shares).
2. Each Tax Obligation Award is the economic equivalent of one Ordinary Share that, upon vest, will be converted to a cash payment primarily to cover tax obligations at the then-current market price of the Ordinary Shares.
3. Represents an award of restricted stock units (RSUs). Each RSU represents a contingent right to receive a cash amount equivalent to the value of one Ordinary Share at the time of vest. The RSUs vest upon the director's retirement from the board.
Remarks:
Exhibit 24 Power of Attorney
/s/ Max Heuer, by power of attorney, for Ian Clark03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Ian T. Clark’s Form 3 filing for TAKEDA PHARMACEUTICAL (TAK) show?

The Form 3 shows Ian T. Clark’s initial ownership in Takeda. It reports direct holdings of American Depositary Shares and Ordinary Shares, plus multiple restricted stock unit and cash-settled awards that reference Ordinary Shares and vest over future dates or upon his retirement from the board.

How many Takeda American Depositary Shares does Ian T. Clark report on Form 3?

He reports holding 9,696 American Depositary Shares directly. This position is listed as of the Form 3 date and reflects his ADS exposure to Takeda, separate from his reported direct holdings of 9,700 Ordinary Shares and his various equity-based awards linked to Ordinary Shares.

What equity awards linked to Ordinary Shares are disclosed for Ian T. Clark at Takeda (TAK)?

The filing discloses Tax Obligation Awards and RSU-based awards. Tax Obligation Awards are economically equivalent to Ordinary Shares and settle in cash for taxes, while other RSUs either convert into American Depositary Shares at vest or pay cash tied to Ordinary Share value at board retirement.

When do Ian T. Clark’s Takeda RSUs tied to Ordinary Shares vest?

One RSU award vests in three annual tranches. The vesting schedule covers 3,100 Ordinary Shares on June 1, 2026, 3,400 on June 1, 2027, and 3,200 on June 1, 2028, with each vested unit converting into an equivalent number of American Depositary Shares.

What is the purpose of the Tax Obligation Awards reported by Ian T. Clark at Takeda?

Tax Obligation Awards are designed to cover Clark’s tax liabilities. Each award is economically equivalent to one Ordinary Share and, upon vesting, converts into a cash payment based on the then-current Ordinary Share market price, primarily to satisfy related tax obligations.

What is the cash-settled retirement RSU award disclosed for Ian T. Clark at Takeda?

Clark has a retirement RSU award linked to 2,356 Ordinary Shares. Each restricted stock unit represents a contingent right to receive a cash amount equal to the value of one Ordinary Share, vesting when he retires from the Takeda board rather than on fixed calendar dates.
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