Ricci Gabriele 4

What Happened
Gabriele Ricci, Takeda's Chief Data & Technology Officer, was awarded 34,994 restricted stock units (RSUs) on April 27, 2026. The Form 4 reports an acquisition (code A) of 34,994 shares at $0.00 (award/grant). These RSUs are contingent rights to receive American Depositary Shares (ADS) once vesting conditions are met.

Key Details

• Transaction date: April 27, 2026; Form 4 filed April 28, 2026 (appears timely).
• Reported transaction: Grant/Award (code A) of 34,994 RSUs at $0.00 (total reported acquisition value $0).
• Footnote F1: The award ties back to a July 1, 2023 performance-based RSU grant; the Compensation Committee determined payout on April 27, 2026 based on performance metrics (core revenue, core operating profit, R&D milestones).
• Footnote F2: The filing notes a total of 80,768 RSUs included for the reporting person; these RSUs vest as ADSs on July 1, 2026 (56,946), July 1, 2027 (16,012) and July 1, 2028 (7,810).
• What this means: RSUs are contingent equity awards (not an open-market purchase or sale) and convert to ADSs upon vesting; the filing does not report immediate cash value or sale.

Context
This filing documents a performance-based equity award rather than an open-market trade. For retail investors, awards like this indicate company compensation tied to long-term performance metrics; they do not by themselves indicate insider buying or selling of existing shares.