Takeda (TAK) executive granted 27,740 ADS; 81,590 RSUs vest through 2028

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Pignagnoli Agosti Marcello reported acquisition or exercise transactions in this Form 4 filing.

Takeda Pharmaceutical executive Marcello Pignagnoli Agosti received an award of 27,740 American Depositary Shares on April 27, 2026. The grant reflects performance-based restricted stock units tied to core revenue, core operating profit, and key R&D milestones.

After this award, he directly holds 172,348 American Depositary Shares, including 81,590 restricted stock units. These RSUs are scheduled to vest in tranches on July 1, 2026 (52,250 shares), July 1, 2027 (19,798 shares), and July 1, 2028 (9,542 shares).

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pignagnoli Agosti Marcello

Role Head, Strat. & Port. Dev.

Type	Security	Shares	Price	Value
Grant/Award	American Depositary Shares	27,740	$0.00	--

Holdings After Transaction: American Depositary Shares — 172,348 shares (Direct, null)

Footnotes (1)

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 81,590 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 (52,250 shares), July 1, 2027 (19,798 shares) and July 1, 2028 (9,542 shares).

Key Figures

RSU award shares: 27,740 ADS Total shares after award: 172,348 ADS Total RSUs held: 81,590 RSUs +4 more

7 metrics

RSU award shares 27,740 ADS Grant/award acquisition on April 27, 2026

Total shares after award 172,348 ADS Direct holdings following the reported transaction

Total RSUs held 81,590 RSUs Restricted stock units convertible into ADS

2026 vesting tranche 52,250 RSUs Vest on July 1, 2026

2027 vesting tranche 19,798 RSUs Vest on July 1, 2027

2028 vesting tranche 9,542 RSUs Vest on July 1, 2028

Award price per share $0.00 per ADS Compensation grant, not open-market purchase

Key Terms

restricted stock units (RSUs), American Depositary Shares, Compensation Committee, core operating profit, +1 more

5 terms

restricted stock units (RSUs) financial

"the reporting person was granted an award of restricted stock units (RSUs)"

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

"vest in the form of American Depositary Shares based upon the achievement"

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.

Compensation Committee financial

"the Compensation Committee of the Board of Directors determined the number"

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.

core operating profit financial

"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

"including core revenue, core operating profit, and important R&D milestones"

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 06:02 AM

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)
04/27/2026

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	04/27/2026		A⁽¹⁾		27,740	A	$0	172,348⁽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)
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. 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.

2. Includes 81,590 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 (52,250 shares), July 1, 2027 (19,798 shares) and July 1, 2028 (9,542 shares).

Remarks:

	/s/ Max Heuer, by power of attorney, for Marcello Agosti	04/27/2026
	** 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

FAQ

What transaction did Marcello Pignagnoli Agosti report for Takeda (TAK)?

He reported receiving an award of 27,740 American Depositary Shares as compensation. The award stems from performance-based restricted stock units tied to metrics such as core revenue, core operating profit, and important R&D milestones, determined by Takeda’s Compensation Committee on April 27, 2026.

How many Takeda (TAK) shares does Marcello Pignagnoli Agosti hold after this Form 4?

Following the award, he directly holds 172,348 American Depositary Shares. This total includes both previously held shares and 81,590 restricted stock units, which represent contingent rights to receive additional American Depositary Shares as they vest over the next several years.

What are the key performance metrics behind the Takeda (TAK) RSU award?

The RSU award is based on achieving specified performance metrics, including core revenue, core operating profit, and important R&D milestones. On April 27, 2026, Takeda’s Compensation Committee determined the number of RSUs earned under this performance framework, resulting in 27,740 American Depositary Shares.

What is the vesting schedule for Marcello Pignagnoli Agosti’s Takeda (TAK) RSUs?

He holds 81,590 restricted stock units that vest in three stages: 52,250 shares on July 1, 2026, 19,798 shares on July 1, 2027, and 9,542 shares on July 1, 2028. Each RSU converts into one American Depositary Share when it vests.

Did Marcello Pignagnoli Agosti buy Takeda (TAK) shares on the market in this filing?

No, the Form 4 shows a compensation-related acquisition, not an open-market purchase. The 27,740 American Depositary Shares were awarded at a price of $0.00 per share as part of a performance-based restricted stock unit grant from Takeda.