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Takeda (NYSE: TAK) unit president gets RSU grant and tax awards

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

Rhea-AI Filing Summary

Takeda Pharmaceutical's President, Japan Pharma Business Unit, Asuka Miyabashira reported routine equity compensation and related tax-settlement activity. Miyabashira acquired 1,500 Ordinary Shares as a share grant, bringing direct ownership to 4,500 shares after the transaction. On the same date, Miyabashira also received several Tax Obligation Awards, each economically equivalent to one Ordinary Share, which will convert to cash at future vesting dates primarily to cover tax obligations. Separately, 1,022 Tax Obligation Awards that had vested were disposed of to the issuer at a weighted average price of JPY 4,931.4 per share, with most proceeds used for taxes and any remaining cash to be delivered to Miyabashira on July 10. Following these grants, 1,392 Tax Obligation Awards remain outstanding.

Positive

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Insider Miyabashira Asuka
Role President, Japan Pharma B.U.
Type Security Shares Price Value
Disposition Tax Obligation Award 1,022 $4,931.40 $5.04M
Grant/Award Tax Obligation Award 664 $0.00 --
Grant/Award Tax Obligation Award 664 $0.00 --
Grant/Award Tax Obligation Award 666 $0.00 --
Grant/Award Ordinary Shares 1,500 $0.00 --
Holdings After Transaction: Tax Obligation Award — 0 shares (Direct, null); Ordinary Shares — 4,500 shares (Direct, null)
Footnotes (1)
  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 in three equal annual installments beginning on June 1, 2027. 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. 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 4,882 to JPY 5,050, 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. 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.
Share grant 1,500 Ordinary Shares Grant of Ordinary Shares on 2026-07-01
Post-transaction holdings 4,500 Ordinary Shares Direct ownership after 1,500-share grant
Disposed Tax Obligation Awards 1,022 awards Disposition to issuer on 2026-07-10
Weighted average price JPY 4,931.4 per share Price for 1,022 Tax Obligation Awards disposition
Outstanding Tax Obligation Awards 1,392 awards Awards remaining after July 1 grants
Tax Obligation Award grants 666, 664, 664 awards Derivative awards granted with vest dates in 2027–2029
restricted stock units (RSUs) financial
"Represents an award of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share"
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"
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"
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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Takeda (TAK) executive Asuka Miyabashira report in this Form 4?
Asuka Miyabashira reported routine equity compensation activity, including a grant of 1,500 Ordinary Shares and multiple Tax Obligation Awards, plus a disposition of 1,022 Tax Obligation Awards to the issuer mainly to cover tax obligations, with remaining cash proceeds paid on July 10.

How many Takeda (TAK) shares does Asuka Miyabashira hold after these transactions?
After the reported transactions, Asuka Miyabashira directly holds 4,500 Ordinary Shares. This reflects the addition of a 1,500-share grant reported on the Form 4, on top of previously held shares, and excludes separate Tax Obligation Awards that settle in cash at vesting.

What are the Tax Obligation Awards disclosed for Takeda (TAK)?
The Tax Obligation Awards are instruments economically equivalent to one Ordinary Share each that, upon vesting, convert into cash payments primarily to cover tax obligations at the then-current market price. Any excess cash proceeds after taxes are delivered to Miyabashira on specified dates.

What was the disposition of 1,022 Tax Obligation Awards in Takeda's Form 4?
Miyabashira disposed of 1,022 Tax Obligation Awards to the issuer at a weighted average price of JPY 4,931.4 per Ordinary Share. The cash was mainly used to satisfy tax obligations, with any remaining proceeds scheduled to be delivered to Miyabashira on July 10.

Were the Takeda (TAK) transactions open-market buys or sells?
The filing shows no open-market buys or sells. Instead, it reports a grant of 1,500 Ordinary Shares, several Tax Obligation Awards, and a disposition of 1,022 Tax Obligation Awards to the issuer, primarily as part of tax-related settlement arrangements, not discretionary market trading.

How do the RSUs for Takeda (TAK) executive Miyabashira vest?
The reported award of restricted stock units (RSUs) vests in three equal annual installments beginning on June 1, 2027. Each RSU represents a contingent right to receive one share of Common Stock, aligning compensation with longer-term company performance over several years.
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*
Miyabashira Asuka
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Japan Pharma B.U.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		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 Shares07/01/2026A(1)1,500A$04,500D
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(2)07/10/2026(2)D1,02206/01/202606/01/2026Ordinary Shares1,022$4,931.4(3)0D
Tax Obligation Award(4)07/01/2026A66406/01/202706/01/2027Ordinary Shares664$01,392D
Tax Obligation Award(4)07/01/2026A66406/01/202806/01/2028Ordinary Shares664$01,174D
Tax Obligation Award(4)07/01/2026A66606/01/202906/01/2029Ordinary Shares666$0666D
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 in three equal annual installments beginning on June 1, 2027.
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 4,882 to JPY 5,050, 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/ Kate Huleatt, by power of attorney, for Asuka Miyabashira07/06/2026
** 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)

Source: View Original Filing on SEC EDGAR