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Takeda (NYSE: TAK) OBU president receives 64,988 ADS performance-based award

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

Rhea-AI Filing Summary

Takeda Pharmaceutical reported that President, OBU Teresa Marie Bitetti acquired 64,988 American Depositary Shares at no cost through a performance-based equity award. These shares reflect restricted stock units granted on July 1, 2023, with the final amount determined on April 27, 2026 based on core revenue, core operating profit, and R&D milestones.

Following this award, Bitetti holds 258,136 American Depositary Shares, including 150,790 restricted stock units that will vest in stages on July 1, 2026, July 1, 2027, and July 1, 2028, tying a substantial portion of her compensation to Takeda’s future performance.

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Insider Bitetti Teresa Marie
Role President, OBU
Type Security Shares Price Value
Grant/Award American Depositary Shares 64,988 $0.00 --
Holdings After Transaction: American Depositary Shares — 258,136 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 150,790 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 (105,044 shares), July 1, 2027 (30,564 shares) and July 1, 2028 (15,182 shares).
Performance award shares 64,988 American Depositary Shares Grant/award acquisition on April 27, 2026
Price per share $0.00 per share Compensation-related equity award, not open-market purchase
Total holdings after transaction 258,136 American Depositary Shares Direct ownership following April 27, 2026 award
Restricted stock units outstanding 150,790 RSUs Each RSU equals one American Depositary Share
RSUs vesting July 1, 2026 105,044 shares First vesting tranche of RSUs
RSUs vesting July 1, 2027 30,564 shares Second vesting tranche of RSUs
RSUs vesting July 1, 2028 15,182 shares Final vesting tranche of RSUs
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.
restricted stock units (RSUs) financial
"Includes 150,790 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.
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."
Compensation Committee of the Board of Directors financial
"the Compensation Committee of the Board of Directors determined the number of RSUs"
Form 4 Insider Transactions: What Each Field Means →
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*
Bitetti Teresa Marie
(Last)(First)(Middle)
40 LANDSDOWNE STREET
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, OBU
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026		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
American Depositary Shares04/27/2026A(1)64,988A$0258,136(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 150,790 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 (105,044 shares), July 1, 2027 (30,564 shares) and July 1, 2028 (15,182 shares).
Remarks:
/s/ Max Heuer, by power of attorney, for Teresa Bitetti04/27/2026
** 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

FAQ

What insider transaction did Takeda (TAK) report for Teresa Marie Bitetti?

Takeda reported that President, OBU Teresa Marie Bitetti acquired 64,988 American Depositary Shares via a performance-based equity award. The shares were granted at no cost and stem from restricted stock units originally awarded in 2023 and settled based on performance metrics.

Was the Takeda (TAK) insider transaction an open-market purchase or a compensation award?

The transaction was a compensation-related award, not an open-market purchase. Bitetti received 64,988 American Depositary Shares at a price of $0.00 per share, reflecting restricted stock units that vested based on Takeda’s core revenue, core operating profit, and R&D milestones.

How many Takeda (TAK) shares does Teresa Marie Bitetti hold after this Form 4 transaction?

After the transaction, Bitetti holds 258,136 American Depositary Shares of Takeda. This total includes 150,790 restricted stock units, each representing a contingent right to receive one American Depositary Share, subject to future vesting dates through 2028 as disclosed.

What performance metrics determined the Takeda (TAK) RSU award for Teresa Marie Bitetti?

The number of RSUs awarded to Bitetti was determined by achieving specified performance metrics: core revenue, core operating profit, and important R&D milestones. On April 27, 2026, Takeda’s Compensation Committee set the final RSU amount based on these metrics, resulting in 64,988 ADS being reported.

What is the vesting schedule for Teresa Marie Bitetti’s Takeda (TAK) restricted stock units?

Bitetti’s 150,790 restricted stock units vest in three tranches: 105,044 American Depositary Shares on July 1, 2026, 30,564 on July 1, 2027, and 15,182 on July 1, 2028. Each vested RSU converts into one American Depositary Share when the vesting date is reached.

How do the reported RSUs affect Teresa Marie Bitetti’s alignment with Takeda (TAK) performance?

The RSUs directly link Bitetti’s compensation to Takeda’s operational and R&D results. The award size depends on performance metrics, and vesting stretches from 2026 to 2028, encouraging a longer-term focus on revenue, operating profit, and key research and development milestones.