Was the TAK insider sale part of a discretionary trade or tax-related?

The transaction was described as a mandatory sale to cover taxes arising from the vesting of equity awards. This indicates the sale was tied to tax obligations rather than a discretionary open-market portfolio decision.

Takeda executive sells shares to cover tax on awards

Q: What insider transaction did TAK executive Marcello Pignagnoli report?

Marcello Pignagnoli reported selling 22,957 American Depositary Shares of Takeda Pharmaceutical on 2026-08-10. The sale was disclosed as a mandatory sale to cover taxes related to vesting equity awards.

Q: At what price were the TAK shares sold in this Form 4 filing?

The shares were sold at a weighted average price of $17.10 per ADS. The filer noted that detailed information on the number of shares sold at each separate price within the reported ranges is available upon request.

Q: Does the TAK Form 4 mention a Rule 10b5-1 trading plan for this sale?

The filing indicates the Rule 10b5-1 checkbox was not marked as affirming a trading plan. The sale was specifically characterized as a mandatory transaction to cover tax liabilities on equity award vesting.

Takeda Pharmaceutical Co Ltd executive Marcello Pignagnoli, Head of Strategic & Portfolio Development, reported a sale of 22,957 American Depositary Shares on 2026-08-10 at a weighted average price of $17.10 per share.

Filing Impact

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Filing Sentiment

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Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

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Form Type

Rhea-AI Filing Summary

Takeda Pharmaceutical Co Ltd executive Marcello Pignagnoli, Head of Strategic & Portfolio Development, reported a sale of 22,957 American Depositary Shares on 2026-08-10 at a weighted average price of $17.10 per share. According to the disclosure, this was a mandatory sale to cover taxes associated with the vesting of equity awards. Following the transaction, Pignagnoli directly held 176,977 ADS.

Insider Trade Summary

Net Seller: 22,957 shares

Net Sell 1 txn

Insider Pignagnoli Agosti Marcello

Role Head, Strat. & Port. Dev

Sold 22,957 shs ($393K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares ^{F1, F2}	22,957	$17.10	$393K

Holdings After Transaction: American Depositary Shares — 176,977 shares (Direct)

Footnotes (2)

F1. Represents a mandatory sale to cover taxes associated with the vesting of equity awards held by the Reporting Person.
F2. The price reported in Column 4 is a weighted average price. 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.

Key Figures

Shares sold: 22,957 ADS Weighted average sale price: $17.10 per ADS Shares held after transaction: 176,977 ADS +1 more

4 metrics

Shares sold 22,957 ADS American Depositary Shares sold on 2026-08-10

Weighted average sale price $17.10 per ADS Price for ADS sale reported by Marcello Pignagnoli

Shares held after transaction 176,977 ADS Direct ownership after tax-related sale

Transaction direction Net sell of 22,957 ADS transactionSummary netBuySellShares and netBuySellDirection

Key Terms

American Depositary Shares, weighted average price, vesting of equity awards

3 terms

American Depositary Shares financial

"Represents a sale of American Depositary Shares by the reporting person"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

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.

vesting of equity awards financial

"sale to cover taxes associated with the vesting of equity awards"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TAK executive Marcello Pignagnoli report?

Marcello Pignagnoli reported selling 22,957 American Depositary Shares of Takeda Pharmaceutical on 2026-08-10. The sale was disclosed as a mandatory sale to cover taxes related to vesting equity awards.

At what price were the TAK shares sold in this Form 4 filing?

The shares were sold at a weighted average price of $17.10 per ADS. The filer noted that detailed information on the number of shares sold at each separate price within the reported ranges is available upon request.

How many TAK shares does Marcello Pignagnoli hold after the reported sale?

After the reported sale, Marcello Pignagnoli directly holds 176,977 American Depositary Shares of Takeda Pharmaceutical. This post-transaction holding reflects his remaining equity position following the tax-related sale.

Does the TAK Form 4 mention a Rule 10b5-1 trading plan for this sale?

The filing indicates the Rule 10b5-1 checkbox was not marked as affirming a trading plan. The sale was specifically characterized as a mandatory transaction to cover tax liabilities on equity award vesting.

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

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Accepted by SEC EDGAR 08/12/2026 - 09:46 PM EDT

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^*

Pignagnoli Agosti Marcello

(Last)

(First)

(Middle)

300 MASSACHUSETTS AVE.

(Street)

CAMBRIDGE

MASSACHUSETTS

02139

(City)

(State)

(Zip)

UNITED STATES

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Head, Strat. & Port. Dev

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares	08/10/2026		S⁽¹⁾		22,957	D	$17.1⁽²⁾	176,977	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a mandatory sale to cover taxes associated with the vesting of equity awards held by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. 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.

	/s/ Samuel Ntonme, by power of attorney, for Marcello P. Agosti	08/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR