Takeda director granted shares, settles tax awards

Takeda Pharmaceutical director Miki Tsusaka reported routine equity compensation and tax-related transactions.

Rhea-AI Filing Summary

Takeda Pharmaceutical director Miki Tsusaka reported routine equity compensation and tax-related transactions. She received a grant of 1,800 Ordinary Shares, bringing her direct holdings to 8,200 shares. She was also granted 1,937 Tax Obligation Awards, each economically equivalent to one Ordinary Share and scheduled to vest on June 1, 2029.

In a separate move, 2,152 Tax Obligation Awards were disposed of to the issuer after vesting, converting into a cash payment primarily to cover tax obligations. The associated Ordinary Shares were sold at a weighted average price of JPY 4,931.2, within a range from JPY 4,883 to JPY 5,045, with any remaining proceeds delivered to her on July 10.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Tsusaka Miki

Role Director

Type	Security	Shares	Price	Value
Disposition	Tax Obligation Award	2,152	$4,931.20	$10.61M
Grant/Award	Tax Obligation Award	1,937	$0.00	$0.00
Grant/Award	Ordinary Shares	1,800	$0.00	$0.00

Holdings After Transaction: Tax Obligation Award — 1,937 contracts (Direct); Ordinary Shares — 8,200 shares (Direct)

Footnotes (4)

1. F1. Represents an award of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest on June 1, 2029.
2. F2. Each Tax Obligation Award was the economic equivalent of one Ordinary Share that, upon vest, was converted into to a cash payment primarily to cover tax obligations. Any remaining proceeds from the disposition of the associated Ordinary Shares will be delivered to the reporting person on July 10.
3. F3. The price reported in Column 8 is a weighted average price denominated in Yen. These shares were sold in transactions at prices ranging from JPY 4,883 to JPY 5,045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. F4. 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.

Key Figures

Ordinary Share award: 1,800 shares Shares held after award: 8,200 shares New Tax Obligation Awards granted: 1,937 units +2 more

5 metrics

Ordinary Share award 1,800 shares Grant of Ordinary Shares on July 1, 2026

Shares held after award 8,200 shares Direct Ordinary Share holdings after July 1, 2026 transactions

New Tax Obligation Awards granted 1,937 units Each equivalent to one Ordinary Share; vesting June 1, 2029

Tax Obligation Awards disposed 2,152 units Disposition to issuer on July 10, 2026, converting to cash for taxes

Weighted average sale price JPY 4,931.2 per share Associated Ordinary Shares sold between JPY 4,883 and JPY 5,045

Key Terms

restricted stock units (RSUs), Tax Obligation Award, weighted average price, Ordinary Shares

4 terms

restricted stock units (RSUs) financial

"Represents an award of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock."

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Tax Obligation Award financial

"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."

weighted average price financial

"The price reported in Column 8 is a weighted average price denominated in Yen."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Ordinary Shares financial

"Each Tax Obligation Award was the economic equivalent of one Ordinary Share that, upon vest, was converted into to a cash payment primarily to cover tax obligations."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

What insider transactions did Takeda (TAK) director Miki Tsusaka report?

She reported routine compensation-related activity: a grant of 1,800 Ordinary Shares, a grant of 1,937 Tax Obligation Awards vesting in 2029, and the disposition of 2,152 Tax Obligation Awards mainly to cover tax obligations in cash.

How many Takeda (TAK) shares does Miki Tsusaka hold after these Form 4 transactions?

After the reported transactions, Miki Tsusaka directly holds 8,200 Ordinary Shares. This figure reflects her position following the 1,800-share award and the tax-related disposition of prior Tax Obligation Awards reported in the filing.

What are the Tax Obligation Awards reported by Takeda (TAK) director Miki Tsusaka?

Each Tax Obligation Award is economically equivalent to one Ordinary Share and, upon vesting, is converted into a cash payment primarily to cover tax obligations based on the then-current market price of Takeda’s Ordinary Shares.

At what prices were the Takeda (TAK) shares linked to the Tax Obligation Awards sold?

The associated Ordinary Shares were sold at a weighted average price of JPY 4,931.2 per share, with individual trades executed in a range from JPY 4,883 to JPY 5,045, as disclosed in the Form 4 footnote.

When do the new Tax Obligation Awards granted to Takeda (TAK) director vest?

The newly granted Tax Obligation Awards, representing 1,937 units each tied to one Ordinary Share, are scheduled to vest on June 1, 2029. Upon vesting, they convert into a cash payment primarily intended to cover tax obligations.

Is Miki Tsusaka’s Form 4 for Takeda (TAK) an open-market share purchase or sale?

No open-market purchases or discretionary sales were reported. The filing shows equity grants and a disposition to the issuer of Tax Obligation Awards that converted to cash mainly for tax obligations, a common mechanism for handling taxes on equity compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 06:10 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tsusaka Miki

(Last) (First) (Middle)

SHINAGAWA GRAND CENTRAL TOWER

16-3, KONAN 2-CHOME, MINATO-KU

(Street)

TOKYO 108-0075

(City) (State) (Zip)

JAPAN

(Country)

2. Issuer Name and Ticker or Trading Symbol
TAKEDA PHARMACEUTICAL CO LTD [ TAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	07/01/2026		A(1)		1,800	A	$0	8,200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Tax Obligation Award	(2)	07/10/2026(2)		D			2,152	06/01/2026	06/01/2026	Ordinary Shares	2,152	$4,931.2(3)	0	D
Tax Obligation Award	(4)	07/01/2026		A		1,937		06/01/2029	06/01/2029	Ordinary Shares	1,937	$0	1,937	D

Explanation of Responses:

1. Represents an award of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest on June 1, 2029.

2. Each Tax Obligation Award was the economic equivalent of one Ordinary Share that, upon vest, was converted into to a cash payment primarily to cover tax obligations. Any remaining proceeds from the disposition of the associated Ordinary Shares will be delivered to the reporting person on July 10.

3. The price reported in Column 8 is a weighted average price denominated in Yen. These shares were sold in transactions at prices ranging from JPY 4,883 to JPY 5,045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. 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.

Remarks:

	/s/ Samuel Ntonme, by power of attorney, for Miki Tsusaka	07/06/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)