Reed Kimberly A. 4

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.