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  4. [Form 4] TAKEDA PHARMACEUTICAL CO LTD Insider Trading Activity

Takeda (NYSE: TAK) director awarded RSUs and settles tax obligation awards

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

Rhea-AI Filing Summary

Takeda Pharmaceutical director John Maraganore reported equity compensation and related tax settlements. He received 3,800 Ordinary Shares as a grant and 1,319 Tax Obligation Awards, each tied to one Ordinary Share that will vest and convert on June 1, 2029. A prior block of 1,152 Tax Obligation Awards, economically equivalent to 1,152 Ordinary Shares, was disposed to the issuer at a weighted average price of JPY 4,931.2 per share, primarily to cover tax obligations. Following these events, he directly holds 10,400 Ordinary Shares and 13,800 American Depositary Shares.

Positive

  • None.

Negative

  • None.
Insider MARAGANORE JOHN
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 — 13,800 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.
Ordinary Shares granted 3,800 shares Non-derivative grant to director on July 1, 2026
New Tax Obligation Awards 1,319 awards Derivative grant tied to 1,319 Ordinary Shares vesting June 1, 2029
Tax Awards disposed 1,152 awards Disposition to issuer primarily to cover tax obligations
Weighted average price JPY 4,931.2 per share Price for Ordinary Shares underlying disposed Tax Obligation Awards
Price range for sales JPY 4,883–5,045 Range of prices for underlying share sales referenced in footnote
Ordinary Shares held 10,400 shares Direct Ordinary Share holdings after the reported grant
ADS held 13,800 ADS Direct American Depositary Share holdings after RSU-related conversion
RSU vesting date June 1, 2029 Vesting date for RSUs and related Tax Obligation Awards
restricted stock units (RSU) financial
"Represents an award of restricted stock units (RSU). Each RSU represents a contingent right to receive one Ordinary Share"
American Depositary Shares financial
"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 that, upon vest, was converted into to a cash payment primarily to cover tax obligations"
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 did John Maraganore report in this Takeda (TAK) Form 4 filing?
John Maraganore reported new equity compensation and related tax settlements. He received 3,800 Ordinary Shares and 1,319 Tax Obligation Awards, and settled 1,152 Tax Obligation Awards with the issuer primarily to cover tax obligations.

How many Takeda Ordinary Shares did John Maraganore receive in this Form 4?
He received a grant of 3,800 Takeda Ordinary Shares. This was reported as a non-derivative award with no purchase price, increasing his direct Ordinary Share holdings to 10,400 shares after the transaction.

What are the Tax Obligation Awards disclosed for Takeda (TAK)?
The Tax Obligation Awards are derivative awards economically equivalent to one Ordinary Share each. Upon vesting, they convert into cash payments primarily to cover tax obligations, based on the then-current market price of Takeda’s Ordinary Shares.

What happened to the 1,152 Tax Obligation Awards in the Takeda Form 4?
The 1,152 Tax Obligation Awards were disposed to the issuer at a weighted average price of JPY 4,931.2 per underlying Ordinary Share. The filing states this was primarily to cover tax obligations, with any remaining proceeds to be delivered to Maraganore.

How many Takeda American Depositary Shares does John Maraganore hold after these transactions?
After these transactions, he directly holds 13,800 American Depositary Shares. A footnote explains that 3,100 Ordinary Shares were converted into 6,200 American Depositary Shares upon vesting of restricted stock units, contributing to this ADS balance.
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*
MARAGANORE JOHN
(Last)(First)(Middle)
75 SIDNEY 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)
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 Shares13,800(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 John Maraganore07/06/2026
** 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