Reed Kimberly A. 4

4 · TAKEDA PHARMACEUTICAL CO LTD · Filed Jul 6, 2026

AI-generated summary of this filing

Updated Jul 6, 2026

Takeda (TAK) Director Kimberly A. Reed Receives RSUs, Sells Shares

What Happened

Kimberly A. Reed, a director of Takeda Pharmaceutical Co. Ltd. (TAK), received restricted stock unit (RSU) awards on July 1, 2026 (total 3,800 shares and 1,319 RSU-linked derivative units reported as acquisitions at $0).
A disposition of 1,152 shares was reported on July 10, 2026 as a sale to the issuer (derivative transaction) with proceeds of approximately $5,680,742. The reported weighted-average price was JPY 4,931.20 per share (sales occurred in the range JPY 4,883–5,045). This disposition appears to be a tax-withholding/cash settlement tied to RSU vesting rather than an open-market investment sale.

Key Details

Transaction dates: July 1, 2026 (RSU awards/acquisitions) and July 10, 2026 (disposition to issuer). Filing date: July 6, 2026. No late-filing flag is indicated in the provided data.
Shares/units involved: 3,800 shares (award), 1,319 derivative RSU units (award), and 1,152 shares disposed to issuer. Proceeds from the disposition: ~$5,680,742.
Price information: weighted-average JPY 4,931.20; range JPY 4,883–5,045. The filer offers to provide a breakdown of how many shares sold at each price within that range.
Footnotes of note:
- RSUs: each RSU represents a contingent right to one Ordinary Share and will convert into American Depositary Shares (ADS) upon vesting; RSUs vest on June 1, 2029 (F1).
- Conversion: an example conversion cited is 3,100 Ordinary Shares → 6,200 ADS upon vesting (F2).
- Tax Obligation Awards: some awards are the economic equivalent of Ordinary Shares that are converted to cash to cover tax obligations; remaining proceeds from the related share disposition will be delivered to the reporting person (F3, F5).
Shares owned after the transactions: not specified in the information provided.

Context

These entries are primarily awards (RSUs) and a derivative disposition to the issuer that, per the footnotes, serves to satisfy tax withholding obligations. Such tax-withholding sales are routine and do not necessarily indicate a change in the director’s investment view.
For retail investors: awards (RSUs) are a form of compensation that only become ordinary shares/ADS if and when they vest; the reported sale appears to be a mechanics-driven transfer (to cover taxes), not an open-market sale for investment reasons.

Form 4

Period: 2026-07-01

Director

Transactions

Award
Ordinary Shares
[F1][F2]
2026-07-01+3,800→ 10,400 total
Disposition to Issuer
Tax Obligation Award
[F3][F4]
2026-07-10$4931.20/sh−1,152$5,680,742→ 0 total
From: 2026-06-01Exp: 2026-06-01→ Ordinary Shares (1,152 underlying)
Award
Tax Obligation Award
[F5]
2026-07-01+1,319→ 1,319 total
From: 2029-06-01Exp: 2029-06-01→ Ordinary Shares (1,319 underlying)

Holdings

Footnotes (5)

[F1]Represents 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.
[F2]Reflects the conversion of 3,100 Ordinary Shares into 6,200 American Depositary Shares upon vesting of RSUs.
[F3]Each 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.
[F4]The 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.
[F5]Each 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.

Signature

/s/ Samuel Ntonme, by power of attorney, for Kimberly A Reed|2026-07-06

1 file