Takeda (NYSE: TAK) transformation chief gets 59,990 ADS performance grant

Rhea-AI Filing Summary

Takeda Pharmaceutical Co Ltd Chief Transformation Officer Lauren Rusckowski Duprey received an equity award tied to performance goals. On April 27, 2026, she was granted 59,990 American Depositary Shares at a price of $0.00 per share as a grant or award acquisition.

After this award, she directly holds 228,503 American Depositary Shares, including 146,762 restricted stock units that may convert into shares. These RSUs vest on a schedule: 100,658 shares on July 1, 2026, 30,488 shares on July 1, 2027, and 15,616 shares on July 1, 2028, contingent on prior performance metrics such as core revenue, core operating profit, and important R&D milestones.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Duprey Lauren Rusckowski

Role Chief Transformation Officer

Type	Security	Shares	Price	Value
Grant/Award	American Depositary Shares	59,990	$0.00	--

Holdings After Transaction: American Depositary Shares — 228,503 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 146,762 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 (100,658 shares), July 1, 2027 (30,488 shares) and July 1, 2028 (15,616 shares).

Key Figures

Equity award size: 59,990 American Depositary Shares Grant price: $0.00 per share Total holdings after award: 228,503 American Depositary Shares +4 more

7 metrics

Equity award size 59,990 American Depositary Shares Grant/award acquisition on April 27, 2026

Grant price $0.00 per share Price for awarded American Depositary Shares

Total holdings after award 228,503 American Depositary Shares Direct ownership following the transaction

Total RSUs included 146,762 RSUs Restricted stock units that may settle into ADS

RSUs vesting July 1, 2026 100,658 shares First RSU vesting tranche

RSUs vesting July 1, 2027 30,488 shares Second RSU vesting tranche

RSUs vesting July 1, 2028 15,616 shares Final RSU vesting tranche

Key Terms

restricted stock units ("RSUs"), American Depositary Shares, core operating profit, R&D milestones

4 terms

restricted stock units ("RSUs") financial

"Includes 146,762 restricted stock units ("RSUs"). Each RSU represents a contingent right"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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.

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

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

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^*

Duprey Lauren Rusckowski

(Last) (First) (Middle)

45-55 HAYDEN AVE.

(Street)

LEXINGTON 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)
	Chief Transformation 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)		59,990	A	$0	228,503(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 146,762 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 (100,658 shares), July 1, 2027 (30,488 shares) and July 1, 2028 (15,616 shares).

Remarks:

	/s/ Max Heuer, by power of attorney, for Lauren Duprey	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 insider transaction did Takeda (TAK) report for Lauren Rusckowski Duprey?

Takeda reported that Chief Transformation Officer Lauren Rusckowski Duprey received a grant of 59,990 American Depositary Shares at $0.00 per share. This reflects a performance-based equity award rather than an open-market purchase or sale, increasing her direct holdings to 228,503 shares.

How many Takeda (TAK) shares does Lauren Rusckowski Duprey hold after this Form 4?

Following the reported transaction, Lauren Rusckowski Duprey directly holds 228,503 American Depositary Shares of Takeda. This total includes 146,762 restricted stock units that may settle into shares over time, subject to vesting schedules and previously determined performance conditions.

What are the key details of the restricted stock units (RSUs) reported for Takeda (TAK)?

The filing notes 146,762 restricted stock units, each representing a right to receive one American Depositary Share. These RSUs vest in tranches: 100,658 shares on July 1, 2026, 30,488 shares on July 1, 2027, and 15,616 shares on July 1, 2028, if vesting conditions are met.

How were performance metrics used in Takeda (TAK)’s equity award to Lauren Rusckowski Duprey?

The award stems from RSUs granted July 1, 2023 that vest as American Depositary Shares based on specified performance metrics. These include core revenue, core operating profit, and important R&D milestones, with the Compensation Committee setting the final RSU amount on April 27, 2026.

Is the Takeda (TAK) Form 4 transaction a market purchase or sale?

The Form 4 reflects a grant or award acquisition, not a market trade. Lauren Rusckowski Duprey received 59,990 American Depositary Shares at $0.00 per share as part of her compensation package, so there is no open-market buying or selling activity in this filing.