Takeda (NYSE: TAK) tech chief receives 34,994-share performance award

Rhea-AI Filing Summary

Ricci Gabriele reported acquisition or exercise transactions in this Form 4 filing.

Takeda Pharmaceutical granted Chief Data & Technology Officer Gabriele Ricci 34,994 American Depositary Shares on April 27, 2026 as a compensation-related award. This follows a July 1, 2023 grant of restricted stock units tied to performance metrics such as core revenue, core operating profit and important R&D milestones.

After this award, Ricci holds 159,126 American Depositary Shares, including 80,768 restricted stock units. These RSUs are scheduled to vest in tranches on July 1, 2026, July 1, 2027 and July 1, 2028, reflecting a multi‑year incentive structure rather than an open‑market transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ricci Gabriele

Role Chief Data & Tech. Officer

Type	Security	Shares	Price	Value
Grant/Award	American Depositary Shares	34,994	$0.00	--

Holdings After Transaction: American Depositary Shares — 159,126 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 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 80,768 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 (56,946 shares), July 1, 2027 (16,012 shares) and July 1, 2028 (7,810 shares).

Key Figures

Awarded shares: 34,994 American Depositary Shares Post-transaction holdings: 159,126 American Depositary Shares Restricted stock units: 80,768 RSUs +4 more

7 metrics

Awarded shares 34,994 American Depositary Shares Grant/award acquisition on April 27, 2026

Post-transaction holdings 159,126 American Depositary Shares Total direct holdings after reported award

Restricted stock units 80,768 RSUs Included within total holdings as of this filing

2026 vesting tranche 56,946 RSUs Scheduled to vest on July 1, 2026

2027 vesting tranche 16,012 RSUs Scheduled to vest on July 1, 2027

2028 vesting tranche 7,810 RSUs Scheduled to vest on July 1, 2028

Award price per share $0.0000 per share Reported transaction price for awarded ADS

Key Terms

restricted stock units, American Depositary Shares, core revenue, core operating profit, +2 more

6 terms

restricted stock units financial

"the reporting person was granted an award of restricted stock units (RSUs), which vest in the form of American Depositary 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.

American Depositary Shares financial

"Each RSU represents a contingent right to receive one American Depositary Share"

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.

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"

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Ricci Gabriele

(Last) (First) (Middle)

650 E. KENDALL STREET

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(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)
	Chief Data & Tech. 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)

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)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares	04/27/2026		A(1)		34,994	A	$0	159,126(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 80,768 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 (56,946 shares), July 1, 2027 (16,012 shares) and July 1, 2028 (7,810 shares).

Remarks:

	/s/ Max Heuer, by power of attorney, for Gabriele Ricci	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)

FAQ

What did Takeda (TAK) insider Gabriele Ricci report in this Form 4?

Takeda Chief Data & Technology Officer Gabriele Ricci reported acquiring 34,994 American Depositary Shares as a compensation award. The grant stems from previously awarded restricted stock units tied to performance metrics, not from an open-market stock purchase or sale.

How many Takeda (TAK) shares does Gabriele Ricci hold after this transaction?

After the award, Gabriele Ricci holds 159,126 American Depositary Shares. This total includes 80,768 restricted stock units that may convert into shares over time as they vest according to the specified schedule through 2028.

What performance metrics determine Ricci’s Takeda (TAK) RSU award size?

The number of restricted stock units awarded to Ricci depends on core revenue, core operating profit and important R&D milestones. On April 27, 2026, Takeda’s Compensation Committee determined the final RSU amount based on these performance results.

Are the Takeda (TAK) shares in this Form 4 an open-market purchase?

No. The 34,994 American Depositary Shares reported are a grant or award, not an open-market purchase. They arise from performance-based restricted stock units and were issued at a reported price of $0.0000 per share as part of Ricci’s compensation.

When do Gabriele Ricci’s Takeda (TAK) restricted stock units vest?

Ricci’s 80,768 restricted stock units vest in three tranches: 56,946 shares on July 1, 2026, 16,012 shares on July 1, 2027 and 7,810 shares on July 1, 2028. Each vested unit converts into one American Depositary Share.