Francis Richard D 4

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.