GILLIS STEVEN 4

What Happened
Steven Gillis, a director of Takeda Pharmaceutical (TAK), received equity awards and had a small disposition related to tax withholding. On 2026-07-01 he was granted RSU awards totaling 5,119 RSUs (3,800 RSUs + 1,319 RSUs) at $0 — each RSU is a contingent right to one Ordinary Share that will convert into American Depositary Shares (ADS) upon vesting. On 2026-07-10 there was a disposition to the issuer of 1,152 shares (reported as a derivative sale) at a weighted-average price of JPY 4,931.20 for total proceeds of JPY 5,680,742; footnotes indicate this sale was to cover tax obligations and any remaining proceeds were delivered to the reporting person.

Key Details

• Transaction dates: Grants on 2026-07-01; disposition to issuer on 2026-07-10.
• Grant specifics: 3,800 RSUs (F1) and 1,319 RSUs (derivative award), vesting noted as June 1, 2029 (F1).
• Sale specifics: 1,152 shares sold to issuer at weighted avg JPY 4,931.20 (range JPY 4,883–5,045) for JPY 5,680,742 (F4). Reporting person can provide per-price breakdown on request.
• Tax treatment: Footnotes describe “Tax Obligation Awards” — the economic equivalent of shares that are settled in cash primarily to cover taxes; remaining proceeds were delivered to the reporting person on July 10 (F3, F5).
• ADS conversion: Footnote F2 notes conversion of certain Ordinary Shares into ADS on vesting (example: 3,100 Ordinary Shares → 6,200 ADS).
• Shares owned after transaction: not disclosed in this filing.
• Filing timeliness: filing date 2026-07-06 for activity through 2026-07-10; the filing does not indicate a late filing flag.

Context: RSU grants are awards that give the holder a right to receive shares in the future (vesting dates apply) — they are not an immediate purchase. The July 10 disposition appears to be a routine, issuer-directed sale to satisfy tax withholding on vested awards (a cash settlement), which is common and not by itself a clear signal of the director’s view of the company.