TEVA PHARMACEUTICAL INDUSTRIES LTD·4

Feb 18, 4:01 PM ET

Francis Richard D 4

4 · TEVA PHARMACEUTICAL INDUSTRIES LTD · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

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TEVA CEO Francis Richard D Sells Shares After Exercising Awards

What Happened
Francis Richard D, President and CEO of Teva Pharmaceutical Industries Ltd (TEVA), converted vested restricted share units and performance-based awards into stock and sold a total of 447,778 shares in open-market transactions on February 15, 2026 for combined proceeds of approximately $15.32 million. The sales were at a weighted average price of $34.22 per share (prices ranged $34.015–$34.51). The conversions reported include 161,656 and 620,110 units being converted into shares as part of the vesting/settlement process.

Key Details

  • Transaction date: February 15, 2026. Weighted-average sale price: $34.22; reported price range $34.015–$34.51.
  • Open-market sales: 161,656 shares for $5,532,531 and 286,122 shares for $9,792,268 (total 447,778 shares / ~$15.32M).
  • Conversions/exercises reported: 161,656 and 620,110 restricted/performance units were converted to shares (total 781,766 units converted).
  • Shares withheld/surrendered for tax or otherwise: Footnotes indicate shares were sold or withheld to cover tax withholding; the difference between units converted (781,766) and shares sold in the market (447,778) equals 333,988 shares retained/withheld per the filing details.
  • Plan/authorization: Transactions effected under a Rule 10b5-1 trading plan adopted Nov 14, 2025 (per footnote).
  • Vesting details: RSUs were originally granted Feb 15, 2023 (scheduled vesting 2024–2026); certain performance RSUs were certified as earned Jan 27, 2026 and vested Feb 15, 2026.
  • Filing timeliness: No late filing is indicated in the provided information.

Context
The filing reflects conversion of restricted share units / performance awards into ordinary shares and subsequent sales — a common post-vesting activity. Some shares were sold in the open market while additional shares were surrendered/withheld to satisfy tax obligations (no cash proceeds for withheld shares). Transactions were conducted under a pre-established 10b5-1 plan, which sets predetermined sale instructions and is typically used to avoid timing concerns around discretionary insider trades.

Insider Transaction Report

Form 4
Period: 2026-02-15
Francis Richard D
President and CEO
Transactions
  • Exercise/Conversion

    Ordinary Shares

    [F1][F2]
    2026-02-15+161,656433,439 total
  • Sale

    Ordinary Shares

    [F1][F3][F4][F5]
    2026-02-15$34.22/sh161,656$5,532,531271,783 total
  • Exercise/Conversion

    Ordinary Shares

    [F1][F2]
    2026-02-15+620,110891,893 total
  • Sale

    Ordinary Shares

    [F1][F3][F4][F5]
    2026-02-15$34.22/sh286,122$9,792,268605,771 total
  • Exercise/Conversion

    Restricted Share Units

    [F2][F6][F1]
    2026-02-15161,6560 total
    Ordinary Shares (161,656 underlying)
  • Exercise/Conversion

    Restricted Share Units

    [F2][F7][F1]
    2026-02-15620,1100 total
    Ordinary Shares (620,110 underlying)
Footnotes (7)
  • [F1]The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
Signature
/s/ Dov Bergwerk as attorney-in-fact for Richard D. Francis|2026-02-18

Documents

1 file
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