MARAGANORE JOHN 4

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).