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Takeda (NYSE: TAK) director gets RSU grant and manages tax-related share disposition

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

Rhea-AI Filing Summary

Takeda Pharmaceutical director Kimberly A. Reed reported new equity awards and related tax transactions. She received a grant of 3,800 Ordinary Shares as restricted stock units that vest on June 1, 2029, plus 1,319 Tax Obligation Awards economically equivalent to Ordinary Shares vesting on the same date.

Separately, 1,152 Tax Obligation Awards tied to Ordinary Shares were disposed of at a weighted average price of JPY 4,931.2 per share, primarily to cover tax obligations, with any remaining cash proceeds to be delivered to her on July 10. After these updates, she directly holds 10,400 Ordinary Shares and 15,175 American Depositary Shares.

Positive

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Insider Reed Kimberly A.
Role null
Type Security Shares Price Value
Disposition Tax Obligation Award 1,152 $4,931.20 $5.68M
Grant/Award Tax Obligation Award 1,319 $0.00 --
Grant/Award Ordinary Shares 3,800 $0.00 --
holding American Depositary Shares -- -- --
Holdings After Transaction: Tax Obligation Award — 0 shares (Direct, null); Ordinary Shares — 10,400 shares (Direct, null); American Depositary Shares — 15,175 shares (Direct, null)
Footnotes (1)
  1. Represents an award of restricted stock units (RSU). Each RSU represents a contingent right to receive one Ordinary Share, which will be converted into an equivalent number of American Depositary Shares following vest. The RSUs vest on June 1, 2029. Reflects the conversion of 3,100 Ordinary Shares into 6,200 American Depositary Shares upon vesting of RSUs. Each Tax Obligation Award was the economic equivalent of one Ordinary Share that, upon vest, was converted into to a cash payment primarily to cover tax obligations. Any remaining proceeds from the disposition of the associated Ordinary Shares will be delivered to the reporting person on July 10. The price reported in Column 8 is a weighted average price denominated in Yen. These shares were sold in transactions at prices ranging from JPY 4,883 to JPY 5,045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Each Tax Obligation Award is the economic equivalent of one Ordinary Share that, upon vest, will be converted to a cash payment primarily to cover tax obligations at the then-current market price of the Ordinary Shares.
RSU grant 3,800 Ordinary Shares Restricted stock units vesting on June 1, 2029
Tax Obligation Awards granted 1,319 awards Each equivalent to one Ordinary Share, vesting June 1, 2029
Tax Obligation Awards disposed 1,152 awards Disposed July 10, 2026 to generate cash primarily for taxes
Weighted average price JPY 4,931.2 per share Price for Ordinary Shares sold within JPY 4,883–5,045 range
Ordinary Shares held after grant 10,400 shares Direct ownership following non-derivative acquisition
ADS holdings 15,175 American Depositary Shares Direct holdings as of July 1, 2026
RSU conversion 3,100 Ordinary to 6,200 ADS Conversion upon vesting of RSUs noted in footnote
restricted stock units (RSU) financial
"Represents an award of restricted stock units (RSU). Each RSU represents a contingent right"
American Depositary Shares financial
"will be converted into an equivalent number of American Depositary Shares following vest."
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.
Tax Obligation Award financial
"Each Tax Obligation Award was the economic equivalent of one Ordinary Share"
weighted average price financial
"The price reported in Column 8 is a weighted average price denominated in Yen."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Takeda (TAK) director Kimberly A. Reed report?
Kimberly A. Reed reported new equity awards and a tax-related share disposition. She received 3,800 Ordinary Shares as RSUs and 1,319 Tax Obligation Awards, and 1,152 earlier Tax Obligation Awards were disposed of to generate cash primarily to cover tax obligations.

How many Takeda (TAK) shares were granted to Kimberly A. Reed in this Form 4?
Reed was granted 3,800 Ordinary Shares through a restricted stock unit award. She also received 1,319 Tax Obligation Awards, each economically equivalent to one Ordinary Share, which together increase her equity-based compensation tied to Takeda’s stock performance over time.

What are Takeda (TAK) Tax Obligation Awards reported by Kimberly A. Reed?
Tax Obligation Awards are instruments economically equivalent to one Ordinary Share that convert into cash at vesting. The cash is used primarily to cover tax obligations, with any remaining proceeds from related Ordinary Share dispositions delivered to the reporting person on the specified settlement date.

When do Kimberly A. Reed’s new Takeda (TAK) RSUs and Tax Obligation Awards vest?
Both the 3,800-share restricted stock unit award and the 1,319 Tax Obligation Awards vest on June 1, 2029. Upon vesting, each RSU converts into one Ordinary Share, and each Tax Obligation Award converts into a cash payment based on then-current Ordinary Share prices.

How many Takeda (TAK) shares does Kimberly A. Reed hold after these transactions?
After the reported transactions, Reed directly holds 10,400 Ordinary Shares and 15,175 American Depositary Shares. These figures reflect her updated direct ownership position following the equity grants, vesting-related conversions, and tax-driven disposition of Tax Obligation Awards.

Did Kimberly A. Reed make any open-market purchases or sales of Takeda (TAK) shares?
The Form 4 shows no open-market purchases or discretionary sales by Reed. The disposition of 1,152 Tax Obligation Awards reflects shares tied to compensation being converted into cash primarily to satisfy tax obligations rather than a typical market trading decision.
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*
Reed Kimberly A.
(Last)(First)(Middle)
C/O MOMENTUS INC.
3050 KENNETH ST.
(Street)
SANTA CLARA CALIFORNIA 95054
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		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
Ordinary Shares07/01/2026A(1)3,800A$010,400(2)D
American Depositary Shares15,175(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
Tax Obligation Award(3)07/10/2026(3)D1,15206/01/202606/01/2026Ordinary Shares1,152$4,931.2(4)0D
Tax Obligation Award(5)07/01/2026A1,31906/01/202906/01/2029Ordinary Shares1,319$01,319D
Explanation of Responses:
1. Represents an award of restricted stock units (RSU). Each RSU represents a contingent right to receive one Ordinary Share, which will be converted into an equivalent number of American Depositary Shares following vest. The RSUs vest on June 1, 2029.
2. Reflects the conversion of 3,100 Ordinary Shares into 6,200 American Depositary Shares upon vesting of RSUs.
3. Each Tax Obligation Award was the economic equivalent of one Ordinary Share that, upon vest, was converted into to a cash payment primarily to cover tax obligations. Any remaining proceeds from the disposition of the associated Ordinary Shares will be delivered to the reporting person on July 10.
4. The price reported in Column 8 is a weighted average price denominated in Yen. These shares were sold in transactions at prices ranging from JPY 4,883 to JPY 5,045, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. Each Tax Obligation Award is the economic equivalent of one Ordinary Share that, upon vest, will be converted to a cash payment primarily to cover tax obligations at the then-current market price of the Ordinary Shares.
Remarks:
/s/ Samuel Ntonme, by power of attorney, for Kimberly A Reed07/06/2026
** 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