MARAGANORE JOHN 4

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

AI-generated summary of this filing

Updated Jul 6, 2026

Takeda Director John Maraganore Receives RSUs, Sells ADSs for Taxes

What Happened

John Maraganore, a director of Takeda Pharmaceutical (TAK), received RSU awards on July 1, 2026 (two grants totaling 5,119 RSUs: 3,800 and 1,319). These were reported as awards (code A) at $0 acquisition price.
The filing also reports a disposition to the issuer of 1,152 American Depositary Shares (ADSs) on July 10, 2026 (coded as a derivative sale). The sale was reported at a weighted average price of JPY 4,931.20 (transaction prices ranged JPY 4,883–5,045), with proceeds reported at approximately $5,680,742 — described as primarily to cover tax obligations.

Key Details

Filing date: July 6, 2026; Period of report: July 1, 2026. The filing does not indicate a late-filing notation in the provided record.
Transactions:
- 2026-07-01: Award (A) — 3,800 RSUs @ $0.00
- 2026-07-01: Award (A, derivative) — 1,319 RSUs @ $0.00
- 2026-07-10: Disposition to issuer (D, derivative) — 1,152 ADSs; weighted avg price JPY 4,931.20 (range JPY 4,883–5,045); proceeds ≈ $5,680,742
Shares owned after the transactions: not specified in the provided filing.
Notable footnotes:
- F1: The awards are restricted stock units (RSUs); each RSU represents a contingent right to one Ordinary Share which will convert to ADSs upon vesting; these RSUs vest on June 1, 2029.
- F2: Notes conversion of 3,100 Ordinary Shares into 6,200 ADSs upon RSU vesting (relates to prior vesting activity).
- F3/F5: The “Tax Obligation Award” is the economic equivalent of shares that, on vesting, were converted primarily into cash to cover tax obligations; any remaining proceeds from associated share disposition will be delivered to the reporting person (timing noted in footnotes).
- F4: Price reported is denominated in Yen; reporting person can provide breakdown of shares sold at each price within the stated range.

Context

RSUs are grants, not purchases — they represent future delivery of shares if and when they vest (here, vesting noted as June 1, 2029 for the new awards).
The July 10 disposition appears tied to tax withholding/equivalent cash settlement commonly seen when RSUs vest (footnotes describe Tax Obligation Award mechanics and cash conversion to cover taxes).
These entries combine a standard equity award (potentially bullish/retention signal) with routine tax-related share disposition (routine and not a market-timing signal).

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 John Maraganore|2026-07-06

1 file