Takeda (NYSE: TAK) CEO-elect receives 105,416 ADS, holds 430,145

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kim Julie So-Young reported acquisition or exercise transactions in this Form 4 filing.

Takeda Pharmaceutical reported that CEO-elect Julie So-Young Kim received a grant of 105,416 American Depositary Shares (ADS) on April 27, 2026, following performance-based RSU metrics set from a July 1, 2023 award. After this grant, she holds 430,145 ADS, including 256,372 RSUs that vest in stages from July 1, 2026 through July 1, 2028.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kim Julie So-Young

Role CEO - Elect

Type	Security	Shares	Price	Value
Grant/Award	American Depositary Shares	105,416	$0.00	--

Holdings After Transaction: American Depositary Shares — 430,145 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 256,372 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 (175,526 shares), July 1, 2027 (52,218 shares) and July 1, 2028 (28,628 shares).

Key Figures

ADS grant: 105,416 ADS Total ADS after transaction: 430,145 ADS RSUs included in holdings: 256,372 RSUs +2 more

5 metrics

ADS grant 105,416 ADS Grant/award acquisition on April 27, 2026

Total ADS after transaction 430,145 ADS Shares beneficially owned following the grant

RSUs included in holdings 256,372 RSUs Each RSU represents one ADS

First RSU vesting tranche 175,526 shares RSUs vesting on July 1, 2026

Later RSU vesting tranches 52,218 & 28,628 shares Vest on July 1, 2027 and July 1, 2028

Key Terms

restricted stock units (RSUs), American Depositary Shares, Compensation Committee of the Board of Directors, core revenue, +2 more

6 terms

restricted stock units (RSUs) financial

"Includes 256,372 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

"which 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 of the Board of Directors financial

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

core revenue financial

"based upon the achievement of the specified performance metrics, including core revenue, core operating profit"

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

"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

"core operating profit, and important R&D milestones. On April 27, 2026, the Compensation Committee"

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 06:04 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^*

Kim Julie So-Young

(Last)

(First)

(Middle)

500 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)
	CEO - Elect

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⁾		105,416	A	$0	430,145⁽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 256,372 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 (175,526 shares), July 1, 2027 (52,218 shares) and July 1, 2028 (28,628 shares).

Remarks:

	/s/ Max Heuer, by power of attorney, for Julie Kim	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 insider transaction did Takeda (TAK) report for Julie So-Young Kim?

Takeda reported that CEO-elect Julie So-Young Kim received a grant of 105,416 American Depositary Shares. The award stems from performance-based RSUs granted in 2023, tied to core revenue, core operating profit, and key R&D milestones determined on April 27, 2026.

What is Julie So-Young Kim’s total Takeda (TAK) ADS holding after this Form 4?

After the reported grant, Julie So-Young Kim holds 430,145 American Depositary Shares of Takeda. This total includes both currently held shares and 256,372 restricted stock units that convert into ADS as they vest over the next several years.

How many RSUs are included in Julie So-Young Kim’s Takeda (TAK) holdings?

Her holdings include 256,372 restricted stock units. Each RSU represents a contingent right to receive one Takeda American Depositary Share, subject to time-based vesting dates and the prior achievement of performance metrics set when the award was granted.

What is the vesting schedule for Julie So-Young Kim’s Takeda (TAK) RSUs?

The RSUs vest in three tranches: 175,526 shares on July 1, 2026, 52,218 shares on July 1, 2027, and 28,628 shares on July 1, 2028. Each vested RSU converts into one American Depositary Share of Takeda upon vesting.

What performance metrics determine Julie So-Young Kim’s 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 final RSU amount based on these metrics and reported the resulting ADS grant.

Was Julie So-Young Kim’s Takeda (TAK) ADS award an open-market purchase?

No, the 105,416-share increase reflects a grant or award, not an open-market purchase. The Form 4 classifies the transaction under code A, indicating a grant or other acquisition related to compensation rather than a discretionary market buy transaction.