STOCK TITAN

Takeda (NYSE: TAK) CFO Furuta Milano receives 7,800-share RSU grant and tax awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Furuta Milano reported acquisition or exercise transactions in this Form 4 filing.

Takeda Pharmaceutical director and Chief Financial Officer Furuta Milano received equity-based compensation rather than buying shares on the market. On April 27, 2026, Milano was awarded 7,800 Ordinary Shares at no cost following performance-based RSUs tied to core revenue, core operating profit, and R&D milestones, bringing direct ownership to 57,900 Ordinary Shares.

The filing notes that this total includes 27,300 restricted stock units (RSUs), which are scheduled to vest as Ordinary Shares on June 1, 2026 (16,200 shares), June 1, 2027 (7,100 shares) and June 1, 2028 (4,000 shares). Milano also received 7,814 Tax Obligation Awards, economically equivalent to Ordinary Shares but payable in cash at vest primarily to cover tax obligations, with 16,619 such derivative awards held afterward.

Positive

  • None.

Negative

  • None.
Insider Furuta Milano
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Tax Obligation Award 7,814 $0.00 --
Grant/Award Ordinary Shares 7,800 $0.00 --
Holdings After Transaction: Tax Obligation Award — 16,619 shares (Direct, null); Ordinary Shares — 57,900 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 27,300 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 (16,200 shares), June 1, 2027 (7,100 shares) and June 1, 2028 (4000 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.
Ordinary Shares granted 7,800 shares Awarded April 27, 2026 via performance-based RSUs
Ordinary Shares after transaction 57,900 shares Direct holdings following April 27, 2026 grant
Tax Obligation Awards granted 7,814 awards Derivative awards acquired April 27, 2026
Tax Obligation Awards after transaction 16,619 awards Derivative holdings following April 27, 2026 transaction
RSUs included in holdings 27,300 RSUs Each RSU converts into one Ordinary Share at vesting
RSUs vesting June 1, 2026 16,200 shares First RSU vesting tranche
RSUs vesting June 1, 2027 7,100 shares Second RSU vesting tranche
RSUs vesting June 1, 2028 4,000 shares Final RSU vesting tranche
restricted stock units financial
"the reporting person was granted an award of restricted stock units (RSUs), which vest in the form of ordinary shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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"
core revenue financial
"based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones"
Revenue from a company’s regular, ongoing business activities after stripping out one-time items, unusual gains or losses, and revenue from unrelated side businesses. Like a shopkeeper counting only the money from everyday sales rather than a one-off auction or a temporary rental, core revenue shows the steady income that is most likely to continue and helps investors judge the company’s underlying sales health and future earnings power.
core operating profit financial
"based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones"
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
"based upon the achievement of the specified performance metrics, including core revenue, core operating profit, and important R&D milestones"
Compensation Committee financial
"the Compensation Committee of the Board of Directors determined the number of RSUs to be awarded based on these performance metrics"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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*
Furuta Milano

(Last)(First)(Middle)
1-1, NIHONBASHI-HONCHO 2-CHOME
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)
Chief Financial Officer
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)7,800A$057,900(2)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(3)04/27/2026A7,81406/01/202606/01/2026Ordinary Shares7,814$016,619D
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 27,300 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 (16,200 shares), June 1, 2027 (7,100 shares) and June 1, 2028 (4000 shares).
3. 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 Milano Furuta04/27/2026
** 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 did Takeda (TAK) CFO Furuta Milano report in this Form 4 filing?

Takeda CFO Furuta Milano reported receiving equity-based compensation awards, not open-market trades. The filing shows 7,800 Ordinary Shares granted via performance-based RSUs and 7,814 Tax Obligation Awards, increasing direct holdings and outlining future vesting in Ordinary Shares and cash-settled tax awards.

How many Takeda (TAK) Ordinary Shares does CFO Furuta Milano hold after this grant?

After the April 27, 2026 awards, Furuta Milano directly holds 57,900 Takeda Ordinary Shares. This figure includes 27,300 restricted stock units that convert one-for-one into shares as they vest over three dates in 2026, 2027, and 2028, assuming vesting conditions are met.

What are the vesting terms of the RSUs reported by Takeda (TAK) CFO Furuta Milano?

The RSUs vest in Ordinary Shares on three dates: 16,200 shares on June 1, 2026, 7,100 shares on June 1, 2027, and 4,000 shares on June 1, 2028. Each RSU represents a contingent right to receive one Ordinary Share upon vesting, subject to conditions.

How were Takeda (TAK) CFO Furuta Milano’s RSUs determined in this Form 4?

The RSUs were originally granted July 1, 2023 and tied to performance metrics. On April 27, 2026, Takeda’s Compensation Committee determined the number of RSUs to be awarded based on core revenue, core operating profit, and important R&D milestones, and that final amount is what appears in the filing.

What is the Tax Obligation Award disclosed for Takeda (TAK) CFO Furuta Milano?

Each Tax Obligation Award is economically equivalent to one Ordinary Share but settles in cash upon vesting. The cash amount is based on the then-current Ordinary Share market price and is intended primarily to cover tax obligations related to Milano’s equity compensation, not to deliver additional shares.

Did Takeda (TAK) CFO Furuta Milano buy or sell shares on the market in this Form 4?

The filing shows grants and awards, not market trades. Transactions use code A, indicating grant or award acquisitions at a price of zero, reflecting compensation decisions by Takeda’s Compensation Committee rather than open-market purchases or sales by Furuta Milano.