SEC Form 4 · accession 0001395064-26-000276
TAKEDA PHARMACEUTICAL CO LTD · TAK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Gillis
Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 6:29 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001395064
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF2 | Jul 1, 2026 | A | 3,800 | $0.00 | A | 10,400 | D | |
| American Depositary SharesF2 | holding | — | — | — | 22,057 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tax Obligation AwardF3,F4 | — | Jul 10, 2026 | D | 1,152 | D | Jun 1, 2026 | Jun 1, 2026 | Ordinary Shares | 1,152 | 0 | D |
| Tax Obligation AwardF5 | — | Jul 1, 2026 | A | 1,319 | A | Jun 1, 2029 | Jun 1, 2029 | Ordinary Shares | 1,319 | 1,319 | D |
Explanation of responses
- F1Represents 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.
- F2Reflects the conversion of 3,100 Ordinary Shares into 6,200 American Depositary Shares upon vesting of RSUs.
- F3Each 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.
- F4The 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.
- F5Each 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.