01—Abstract
Summary
Summary of the 8-K filed September 3, 2026. Cited figures are marked; the original filing is the authoritative source.
On September 3, 2026, Teva Pharmaceutical Industries Ltd. filed a Current Report on Form 8-K disclosing a material modification to the rights of its American depositary share (ADS) holders under Item 3.03.
On August 31, 2026, the company executed Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated December 4, 2018, among the company, Citibank, N.A., as depositary, and all ADS holders and beneficial owners. The amendment also updated the form of American depositary receipt (ADR). Each ADS represents one of the company's ordinary shares, par value NIS 0.10 per share.
The amendment supports the company's previously disclosed plan to list its ordinary shares on the New York Stock Exchange (NYSE) and terminate its ADS program. The company first disclosed this intent in its Quarterly Report on Form 10-Q filed July 29, 2026, and instructed the depositary to terminate the program. Amendment No. 1 creates a mechanism for the mandatory exchange of ADSs for ordinary shares, with each ADS exchanged for one ordinary share.
The ADS program termination is expected to take effect at the open of business in New York on September 14, 2026. From that time, all outstanding ADSs will be cancelled in exchange for an equal number of economically equivalent NYSE-listed ordinary shares. The filing incorporates Amendment No. 1 (Exhibit 4.1) and the form of ADR (Exhibit 4.2) by reference, and includes the cover page interactive data file (Exhibit 104).
02—Key points
Key Highlights
- Amendment No. 1 to the Second Amended and Restated Deposit Agreement was executed on August 31, 2026, among Teva, Citibank, N.A. as depositary, and ADS holders.
- The amendment updated the form of American depositary receipt (ADR) evidencing the ADSs.
- Each ADS represents one ordinary share of Teva, par value NIS 0.10 per share.
- Teva previously informed the depositary of its intent to list its ordinary shares on the NYSE and instructed the depositary to terminate the ADS program, as disclosed in its Form 10-Q filed July 29, 2026.
- Amendment No. 1 provides for the mandatory exchange of ADSs for ordinary shares, one ADS for one ordinary share.
- The ADS program termination is expected at the open of business in New York on September 14, 2026, when outstanding ADSs will be cancelled in exchange for economically equivalent NYSE-listed ordinary shares.
- The amendment and form of ADR are filed as Exhibits 4.1 and 4.2 and incorporated by reference.
03—Questions
Frequently Asked Questions
What is changing for holders of Teva ADSs?
The ADS program is being terminated. Under Amendment No. 1, each ADS will be exchanged for one ordinary share, and the exchange is mandatory. The filing states that the termination is expected at the open of business in New York on September 14, 2026.
Why is Teva terminating its ADS program?
The filing states that Teva had informed the depositary of its intent to list its ordinary shares on the New York Stock Exchange, as previously disclosed in its Form 10-Q filed July 29, 2026. The ADS program termination is tied to that NYSE listing.
What will ADS holders receive after the termination?
Outstanding ADSs will be cancelled in exchange for an equal number of economically equivalent NYSE-listed ordinary shares. Because each ADS represents one ordinary share, holders will receive one ordinary share for each ADS.
When does the amendment take effect and what does it change?
Amendment No. 1 was executed on August 31, 2026, and amends the Second Amended and Restated Deposit Agreement dated December 4, 2018. It also updates the form of American depositary receipt. The filing states the termination of the ADS program is expected at the open of business in New York on September 14, 2026.
04—Continue