Teva (TEVA) CEO sells 447,778 shares after RSU vesting

Rhea-AI Filing Summary

Teva Pharmaceutical Industries’ President and CEO, Richard Francis, reported a combination of share exercises and sales. On February 15, 2026, he exercised restricted share units into ordinary shares and then sold a total of 447,778 ordinary shares at a weighted average price of $34.2241 per share, in multiple trades between $34.015 and $34.51.

The transactions were carried out under a Rule 10b5-1 trading plan adopted on November 14, 2025. Footnotes state that some of the vested shares, including performance-based awards, were sold to cover tax withholding obligations. After these moves, he directly owned 605,771 Teva ordinary shares.

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

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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^*

Francis Richard D

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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)	02/15/2026		M		161,656	A	(2)	433,439	D
Ordinary Shares(1)	02/15/2026		S(3)		161,656(4)	D	$34.2241(5)	271,783	D
Ordinary Shares(1)	02/15/2026		M		620,110	A	(2)	891,893	D
Ordinary Shares(1)	02/15/2026		S(3)		286,122(4)	D	$34.2241(5)	605,771	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)	02/15/2026		M			161,656	(6)	(6)	Ordinary Shares(1)	161,656	$0	0	D
Restricted Share Units	(2)	02/15/2026		M			620,110	(7)	(7)	Ordinary Shares(1)	620,110	$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 14, 2025.

4. Represents (1) with respect to the vesting of restricted share units, the reporting person sold all such shares vested, including shares to cover tax witholding obligations in connection with the vesting, and (2) with respect to the restricted share units granted subject to performance criteria, the reporting person sold such number of shares required to cover tax witholding obligations in connection with the vesting.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.015 to $34.51, 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 February 15, 2023, with 161,655 vested on each of February 15, 2024 and February 15, 2025, and 161,656 vested on February 15, 2026.

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 February 15, 2026, following satisfaction of the time-based vesting criteria.

	/s/ Dov Bergwerk as attorney-in-fact for Richard D. Francis	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did TEVA’s CEO Richard Francis report in this Form 4 filing?

Richard Francis reported exercising restricted share units into ordinary shares and selling 447,778 Teva shares. The sales occurred on February 15, 2026 at a weighted average price of $34.2241 per share, with trades executed within a disclosed intraday price range.

How many TEVA shares did the CEO sell and at what price range?

The CEO sold 447,778 Teva ordinary shares at a weighted average price of $34.2241. Footnotes explain the shares were sold in multiple transactions at prices between $34.015 and $34.51, and detailed breakdowns are available upon request from the reporting person.

Were TEVA CEO Richard Francis’s share sales made under a trading plan?

Yes, the filing states the transactions were effected under a Rule 10b5-1 trading plan. That plan was adopted by Richard Francis on November 14, 2025, allowing pre-arranged trades to occur according to preset instructions rather than discretionary timing decisions.

How many TEVA shares does the CEO hold after these transactions?

After exercising restricted share units and selling part of the resulting shares, Richard Francis directly owned 605,771 Teva ordinary shares. This post-transaction balance reflects both the new shares acquired from vesting and the shares sold on February 15, 2026.

Why were some of the vested TEVA shares sold by the CEO?

Footnotes explain that vested shares, including performance-based restricted share units, were sold to cover tax withholding obligations. This included all shares from certain vestings and a portion of performance-vested awards, aligning the sales with tax requirements rather than purely discretionary selling.

How do TEVA restricted share units work for the CEO’s awards?

Each restricted share unit represents a contingent right to receive one ordinary share or its cash value at settlement. Some units vested annually from grants made in February 2023, while others were earned after performance criteria were certified and then vested after time-based conditions were satisfied.

Can TEVA ordinary shares be held as American Depositary Shares (ADS)?

Yes, the filing notes that Teva’s ordinary shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one ordinary share, allowing investors to hold Teva equity in ADS form while maintaining a one-to-one share equivalence.