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Teva Pharmaceutical (TEVA) executive exercises RSUs and sells tens of thousands of shares

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

Rhea-AI Filing Summary

TEVA PHARMACEUTICAL INDUSTRIES LTD executive Eric A. Hughes reported multiple equity transactions on March 3, 2026. He exercised restricted share units, converting 24,900 and 141,478 units into ordinary shares at a stated price of $0.0000 per share, reflecting vesting and performance-based awards.

Following these conversions, Hughes conducted open-market sales of ordinary shares, totaling 80,762 shares at a weighted average price of $32.3599 per share, with individual sale prices ranging from $31.72 to $32.865. According to the disclosure, part of the sale represented shares required to be sold to cover tax withholding obligations, and the overall transactions were executed under a Rule 10b5-1 trading plan adopted on November 10, 2025.

Positive

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Negative

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Insider Hughes Eric A
Role See "Remarks"
Sold 80,762 shs ($2.61M)
Type Security Shares Price Value
Exercise Restricted Share Units 24,900 $0.00 --
Exercise Restricted Share Units 141,478 $0.00 --
Exercise Ordinary Shares 24,900 $0.00 --
Sale Ordinary Shares 12,077 $32.3599 $391K
Exercise Ordinary Shares 141,478 $0.00 --
Sale Ordinary Shares 68,685 $32.3599 $2.22M
Holdings After Transaction: Restricted Share Units — 24,901 shares (Direct); Ordinary Shares — 24,900 shares (Direct)
Footnotes (1)
  1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. Each restricted share unit represents a contingent right to receive, at settlement, one ordinary share or, at the option of the Human Resources and Compensation Committee, the cash value of one ordinary share. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2025. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted share units listed in Table II. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.72 to $32.865, inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price. Restricted share units were granted on March 3, 2023, with 24,900 vested on each of March 3, 2024, March 3, 2025 and March 3, 2026, and 24,901 vesting on March 3, 2027. Restricted share units were earned on January 27, 2026, as a result of the satisfaction of certain performance criteria certified by the Human Resources and Compensation Committee and subsequently vested on March 3, 2026, following satisfaction of the time-based vesting criteria.
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).
X
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*
Hughes Eric A

(Last) (First) (Middle)
C/O TEVA PHARMACEUTICAL INDUSTRIES LTD.
124 DVORA HANEVI'A ST.,

(Street)
TEL AVIV L3 6944020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TEVA PHARMACEUTICAL INDUSTRIES LTD [ TEVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See "Remarks"
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Ordinary Shares(1) 03/03/2026 M 24,900 A (2) 24,900 D
Ordinary Shares(1) 03/03/2026 S(3) 12,077(4) D $32.3599(5) 12,823 D
Ordinary Shares(1) 03/03/2026 M 141,478 A (2) 154,301 D
Ordinary Shares(1) 03/03/2026 S(3) 68,685(4) D $32.3599(5) 85,616 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
Restricted Share Units (2) 03/03/2026 M 24,900 (6) (6) Ordinary Shares(1) 24,900 $0 24,901 D
Restricted Share Units (2) 03/03/2026 M 141,478 (7) (7) Ordinary Shares(1) 141,478 $0 0 D
Explanation of Responses:
1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
2. Each restricted share unit represents a contingent right to receive, at settlement, one ordinary share or, at the option of the Human Resources and Compensation Committee, the cash value of one ordinary share.
3. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2025.
4. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the restricted share units listed in Table II.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.72 to $32.865, inclusive. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
6. Restricted share units were granted on March 3, 2023, with 24,900 vested on each of March 3, 2024, March 3, 2025 and March 3, 2026, and 24,901 vesting on March 3, 2027.
7. Restricted share units were earned on January 27, 2026, as a result of the satisfaction of certain performance criteria certified by the Human Resources and Compensation Committee and subsequently vested on March 3, 2026, following satisfaction of the time-based vesting criteria.
Remarks:
Executive Vice President, Global R&D and Chief Medical Officer
/s/ Dov Bergwerk as attorney-in-fact for Eric A. Hughes 03/05/2026
** 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.

FAQ

What insider transactions did Eric A. Hughes report for TEVA on March 3, 2026?

Eric A. Hughes reported exercising restricted share units into ordinary shares and selling 80,762 TEVA ordinary shares on March 3, 2026. The activity combined derivative conversions with open-market sales, some of which were specifically used to satisfy related tax withholding obligations.

How many TEVA shares did Eric A. Hughes sell and at what price?

He sold 80,762 TEVA ordinary shares at a weighted average price of $32.3599 per share. The filing notes these shares were sold in multiple transactions, with prices ranging from $31.72 to $32.865 across the reported sales.

Were Eric A. Hughes’s TEVA share sales under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on November 10, 2025. Such plans pre-schedule trades, aiming to separate trading decisions from day-to-day, non-public information held by the reporting person.

Why were some of Eric A. Hughes’s TEVA shares sold in connection with tax withholding?

The filing explains that a portion of the sold shares represents the number required to cover tax withholding obligations triggered by vested restricted share units. Instead of paying taxes in cash, selling shares provides funds to satisfy these statutory withholding requirements.

What do the restricted share units reported by Eric A. Hughes represent for TEVA?

Each restricted share unit represents a contingent right to receive one TEVA ordinary share, or the cash value of one share, upon settlement. Some units vested based on time, while others were earned after performance criteria were certified and related time-based vesting conditions were met.

How were TEVA restricted share unit vesting schedules described for Eric A. Hughes?

One RSU grant vested in tranches of 24,900 units on March 3 of 2024, 2025, and 2026, with 24,901 units vesting on March 3, 2027. Another block of RSUs was earned after performance criteria were satisfied and then vested following time-based conditions.