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Takeda (NYSE: TAK) CEO awarded new shares and tax-linked units

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Form Type
4

Rhea-AI Filing Summary

Takeda Pharmaceutical’s President and CEO Christophe Weber received new equity-based compensation awards. On April 27, 2026 he was granted 165,370 American Depositary Shares and 78,900 Ordinary Shares at no cash cost, described as grant or award acquisitions.

The filing notes these awards stem from restricted stock units granted on July 1, 2023, whose final amounts were set by the Compensation Committee based on performance metrics including core revenue, core operating profit and important R&D milestones. Following these grants, Weber directly holds 418,803 American Depositary Shares and 1,014,200 Ordinary Shares.

He also received 78,978 Tax Obligation Awards, each economically equivalent to one Ordinary Share and settling in cash primarily to cover tax obligations at the then-current Ordinary Share market price. After this grant, he holds 125,345 Tax Obligation Awards, alongside additional RSU positions scheduled to vest between 2026 and 2028.

Positive

  • None.

Negative

  • None.
Insider Weber Christophe Pierre
Role President and CEO
Type Security Shares Price Value
Grant/Award Tax Obligation Award 78,978 $0.00 --
Grant/Award Ordinary Shares 78,900 $0.00 --
Grant/Award American Depositary Shares 165,370 $0.00 --
Holdings After Transaction: Tax Obligation Award — 125,345 shares (Direct, null); Ordinary Shares — 1,014,200 shares (Direct, null); American Depositary Shares — 418,803 shares (Direct, null)
Footnotes (1)
  1. On July 1, 2023, the reporting person was granted an award of restricted stock units (RSUs), which vest in the form of ordinary shares based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones. On April 27, 2026 the Compensation Committee of the Board of Directors determined the number of RSUs to be awarded based on these performance metrics, which amount is reported above. Includes 174,900 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Ordinary Share. The RSUs vest on the following schedule: June 1, 2026 (125,000 shares), June 1, 2027 (32,700 shares) and June 1, 2028 (17,200 shares). On July 1, 2023, the reporting person was granted an award of restricted stock units (RSUs), which vest in the form of American Depositary Shares based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones. On April 27, 2026, the Compensation Committee of the Board of Directors determined the number of RSUs to be awarded based on these performance metrics, which amount is reported above. Includes 369,378 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one American Depositary Share. The RSUs vest on the following schedule: July 1, 2026 (261,114 shares), July 1, 2027 (72,384 shares) and July 1, 2028 (35,850 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.
ADS grant 165,370 American Depositary Shares Grant on April 27, 2026 at $0.0000 per share
Ordinary Shares grant 78,900 Ordinary Shares Grant on April 27, 2026 at $0.0000 per share
Tax Obligation Awards grant 78,978 units Each equivalent to one Ordinary Share; granted April 27, 2026
ADS held after grant 418,803 American Depositary Shares Direct holdings following April 27, 2026 ADS grant
Ordinary Shares held after grant 1,014,200 Ordinary Shares Direct holdings following April 27, 2026 Ordinary Share grant
Tax Obligation Awards held 125,345 units Total Tax Obligation Awards after April 27, 2026 grant
Ordinary-share RSUs outstanding 174,900 RSUs Vesting June 1, 2026, 2027 and 2028
ADS RSUs outstanding 369,378 RSUs Vesting July 1, 2026, 2027 and 2028
restricted stock units (RSUs) financial
"Includes 174,900 restricted stock units ("RSUs"). Each RSU represents a contingent right..."
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.
American Depositary Shares financial
"security_title: "American Depositary Shares" and RSUs vest in the form of American Depositary Shares..."
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.
Tax Obligation Award financial
"Each Tax Obligation Award is the economic equivalent of one Ordinary Share..."
core operating profit financial
"based upon the achievement of the specified performance metrics, including core revenue, core operating profit..."
Core operating profit is the company's profit from its normal day-to-day business activities after removing one-time items, unusual gains or losses, and financing or tax effects. Investors use it like a household budget that strips out unexpected windfalls or repairs: it shows the steady earnings power of the business and helps compare performance across periods or with peers without distortion from rare or non‑operational events.
R&D milestones financial
"including core revenue, core operating profit, and important R&D milestones."
SEC Form 4
FORM 4UNITED 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*
Weber Christophe Pierre

(Last)(First)(Middle)
2-1-1 NIHONBASHI-HONCHO
CHUO-KU

(Street)
TOKYO103-8668

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares04/27/2026A(1)78,900A$01,014,200(2)D
American Depositary Shares04/27/2026A(3)165,370A$0418,803(4)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Tax Obligation Award(5)04/27/2026A78,97806/01/202606/01/2026Ordinary Shares78,978$0125,345D
Explanation of Responses:
1. On July 1, 2023, the reporting person was granted an award of restricted stock units (RSUs), which vest in the form of ordinary shares based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones. On April 27, 2026 the Compensation Committee of the Board of Directors determined the number of RSUs to be awarded based on these performance metrics, which amount is reported above.
2. Includes 174,900 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one Ordinary Share. The RSUs vest on the following schedule: June 1, 2026 (125,000 shares), June 1, 2027 (32,700 shares) and June 1, 2028 (17,200 shares).
3. On July 1, 2023, the reporting person was granted an award of restricted stock units (RSUs), which vest in the form of American Depositary Shares based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones. On April 27, 2026, the Compensation Committee of the Board of Directors determined the number of RSUs to be awarded based on these performance metrics, which amount is reported above.
4. Includes 369,378 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one American Depositary Share. The RSUs vest on the following schedule: July 1, 2026 (261,114 shares), July 1, 2027 (72,384 shares) and July 1, 2028 (35,850 shares).
5. 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/ Max Heuer, by power of attorney, for Christophe Weber04/27/2026
** 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 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)

FAQ

What insider transactions did Takeda (TAK) report for CEO Christophe Weber?

Takeda reported that CEO Christophe Weber received equity-based compensation awards, including American Depositary Shares, Ordinary Shares, and Tax Obligation Awards, on April 27, 2026. These are grants based on prior RSU awards, not open-market share purchases or sales.

How many Takeda (TAK) American Depositary Shares were granted to the CEO?

Christophe Weber was granted 165,370 American Depositary Shares at a price of zero per share. After this grant, he directly holds 418,803 American Depositary Shares, reflecting his updated position from this compensation-related award rather than market trading activity.

What Ordinary Share awards did Takeda (TAK) grant to its CEO?

Takeda granted Christophe Weber 78,900 Ordinary Shares on April 27, 2026 as a grant or award acquisition. These shares relate to performance-based RSUs from July 1, 2023. Following the grant, he holds 1,014,200 Ordinary Shares directly, excluding separate RSU and cash-settled awards.

What are Takeda (TAK) Tax Obligation Awards reported for the CEO?

Christophe Weber received 78,978 Tax Obligation Awards, each economically equivalent to one Ordinary Share. Upon vesting, they convert into a cash payment primarily to cover tax obligations using the then-current Ordinary Share market price, rather than delivering additional shares.

How do Takeda (TAK) RSUs for the CEO vest over time?

The filing notes 174,900 RSUs tied to Ordinary Shares vesting on June 1, 2026, 2027, and 2028, and 369,378 RSUs tied to American Depositary Shares vesting on July 1, 2026, 2027, and 2028. Each RSU gives a contingent right to receive one corresponding share.

Were Takeda (TAK) CEO share awards linked to performance metrics?

Yes. The RSUs underlying these awards were granted July 1, 2023 and vest based on performance metrics including core revenue, core operating profit, and important R&D milestones. On April 27, 2026, Takeda’s Compensation Committee determined the final RSU amounts based on those metrics.