DEF 14A of Teva Pharmaceutical Industries LTD, Mar 31, 2026

DEF 14A of Teva Pharmaceutical Industries LTD

Filed Mar 31, 2026 · FY20250001193125-26-134756

Open on EDGAR

  1. Board Refreshment Process

    Board Refreshment Process The process of selecting directors is based on objective criteria without discrimination and focuses on a candidate’s ability to successfully perform as a director. A Board with a broad range of views, skills and expertise enhances decision-making, which is beneficial to the Company’s success in the interests of generating long-term shareholder value. As part of our ongoing refreshment process, we regularly review the mix of skills and experience of current directors and assess the performance of the Board and the Board’s Committees. Over the past five years, we have continued to enhance the Board’s composition with the addition of four new directors, offering deep experience in biotechnology, global operations, finance, R&D, and risk management. Currently, the average tenure of our directors is 7.83 years of service and the average age is 64.4. Following the Annual Meeting and subject to the approval by shareholders of this Proposal 1, the average tenure of our directors will be 8.5 years of service and the average age will be 64.6. Dr. Barer, our Chairman of the Board, is an independent director under NYSE regulations. Richard D. Francis, our President and Chief Executive Officer (the “President and CEO”) serves on the Board, which facilitates collaboration between the Board of Directors and management. We continuously evaluate the size, composition and average tenure of directors on the Board so that it maintains dynamic and exceptionally qualified leadership. Our directors are generally elected in three classes for terms of approximately three years. With this structure, our Board has continued to reflect a balanced mix of experienced and new directors, providing both stability and continuity for our Board. The three-year terms of our directors help support our focus on long-term strategic planning, and we value the insight and familiarity with our operations that our directors develop over their long-term service on the Board. This encourages deep engagement and a strong sense of commitment, which has been beneficial to our management in establishing Teva’s short-term and long-term priorities. We regularly review our Board structure in light of market developments and shareholder feedback, and believe that our current approach remains appropriate at this time. Following the recommendation of our Corporate Governance and Nominating Committee, the Board of Directors recommends that shareholders approve the appointment of Dr. Sol J. Barer to serve as a director until Teva’s 2029 annual meeting of shareholders. Dr. Barer is currently Chairman of the Board, and qualifies as an independent director under NYSE regulations. If re-appointed as a director at this Annual Meeting, Dr. Barer will continue to serve as Chairman of the Board of Directors. With his long career as a senior pharmaceutical executive and leadership roles in various biopharmaceutical companies, as well as his extensive scientific expertise and knowledge of the global pharmaceutical business, Dr. Barer is an invaluable resource to both the Board of Directors and the CEO. Pursuant to the Israeli Companies law, 5759-1999 (as amended from time to time, the “Israeli Companies Law”), Dr. Barer has declared in writing that he possesses the requisite skills and expertise, as well as sufficient time, to perform his duties as a director. 2026 Board of Directors The following table sets forth information regarding Teva’s directors, as of March 31, 2026:

  2. Board Refreshment Process

    | (1) Mr. Francis’s term ends when he ceases to serve in his role as President and CEO. |

  3. Board Refreshment Process

    | (2) Prof. Varda Shalev and Janet S. Vergis are not standing for re-election at the Annual Meeting. |

  4. Board Refreshment Process

    Director Being Considered for Re-Election at the Annual Meeting

  5. Board Refreshment Process

    | Chairman of the Board Independent Director Director Since: 2015 Age: 78 Committees: • None | Dr. Sol J. Barer | | | Dr. Barer became Chairman of the Board of Directors in 2017, after joining Teva’s Board of Directors in January 2015. Dr. Barer is Managing Partner at SJ Barer Consulting. He also serves as an advisor to the Israel Biotech Fund. From 1987 to 2011, he served in top leadership roles at Celgene Corporation, including as Executive Chairman from 2010 to 2011, Chairman and CEO from 2007 to 2010, CEO from 2006 to 2010, President and Chief Operating Officer from 1994 to 2006 and President from 1993 to 1994. Prior to that, he was a founder of the biotechnology group at the chemical company Celanese Corporation, which was later spun off as Celgene. Dr. Barer is Founding Chair of the Center for Innovation and Discovery at the Hackensack Meridian Medical School. He received his Ph.D. in organic and physical chemistry from Rutgers University and his B.S. in chemistry from Brooklyn College of the City University of New York. Qualifications: With his long career as a senior pharmaceutical executive and leadership roles in various biopharmaceutical companies, Dr. Barer provides broad and experienced knowledge of complex global pharmaceutical business and industry and global regulatory regimes, as well as extensive scientific expertise. | | | Past Public Boards: • Chairman, NexImmune, Inc. (2019–2024) • Lead Independent Director, Contrafect (2011–2023) • Cerecor, Inc. (formerly Aevi Genomic Medicine, Inc.) (2020–2021) • Chairman, Edge Therapeutics (2013–2019) • Aegerion Pharmaceuticals (2011–2016) • Amicus Therapeutics (2009–2017) • Chairman, InspireMD (2011–2017) |

  6. Board Refreshment Process

    Continuing Directors

  7. Board Refreshment Process

    | Director and President and Chief Executive Officer Director Since: 2023 Age: 57 Committees: • None | Richard D. Francis | | | Mr. Francis became Teva’s President and Chief Executive Officer and a member of the Board of Directors in January 2023. Prior to joining Teva, from 2021 to 2022, Mr. Francis served as the Chief Executive Officer of Purespring Therapeutics, a pioneering gene therapy company focused on transforming the treatment of kidney diseases, and as the Chief Executive Officer of Forcefield Therapeutics, from 2021 to 2022, a pioneer of best-in-class therapeutics to protect heart function. He also served as an operating partner for Syncona Investment Management Limited from 2021 to 2023. From 2014 to 2019, Mr. Francis served as Chief Executive Officer of Sandoz and a member of the executive team of Novartis. Prior to his role at Sandoz, Mr. Francis was a senior executive at Biogen for 13 years, where he held a number of senior roles, including leading Biogen’s U.S. business. He holds a Bachelor of Arts in Economics from The Manchester Metropolitan University. Qualifications: With approximately three decades of leadership positions in various pharmaceutical companies and a proven track-record in the pharmaceutical, biotechnology and generics sectors, Mr. Francis provides an entrepreneurial, pragmatic and unique global perspective on the healthcare and pharmaceutical industries. | | | Past Public Boards: • Mettler-Toledo International Inc. (2016–2025) |

  8. Board Refreshment Process

    | Independent Director Director Since: 2015 Term Ends: 2027 Age: 66 Committees: • Human Resources and Compensation (Chair) • Science and Technology | Rosemary A. Crane | | | | Ms. Crane joined the Board of Directors in 2015. Ms. Crane served as President and Chief Executive Officer of MELA Sciences, Inc. from 2013 to 2014. Ms. Crane was Head of Commercialization and a partner at Appletree Partners from 2011 to 2013. From 2008 to 2011, she served as President and Chief Executive Officer of Epocrates Inc. Ms. Crane served in various senior executive positions at Johnson & Johnson from 2002 to 2008, including as Group Chairman, OTC & Nutritional Group from 2006 to 2008, as Group Chairman, Consumer, Specialty Pharmaceuticals and Nutritionals from 2004 to 2006, and as Executive Vice President of Global Marketing for the Pharmaceutical Group from 2002 to 2004. Prior to that, she held various positions at Bristol-Myers Squibb for two decades, including as President of U.S. Primary Care from 2000 to 2002 and as President of Global Marketing and Consumer Products from 1998 to 2000. Ms. Crane received a B.A. in communications and English from the State University of New York and an M.B.A. from Kent State University. Qualifications: With over 30 years of experience in commercialization and business operations, primarily in the pharmaceutical and healthcare industries, and more than 25 years of therapeutic and consumer drug launch expertise, Ms. Crane provides broad experience and knowledge of the global pharmaceutical business and industry. | | | | Other Current Public Boards: • Certara, Inc. (2022–present) | Past Public Boards: • Tarsus Pharmaceuticals (2021–2025) • Catalent Pharma Solutions, Inc. (2018–2023) • Vice Chairman, Zealand Pharma A/S (2015–2019) • Edge Therapeutics (2017–2019) |

  9. Board Refreshment Process

    | Independent Director Director Since: 2009 Term Ends: 2028 Age: 70 Committees: • Corporate Governance and Nominating • Audit • Finance and Investment | Amir Elstein | | | | Mr. Elstein rejoined the Board of Directors in 2009. Mr. Elstein serves as Chairman or as a member of the board of directors of several academic, scientific, educational, social and cultural institutions. Previously, Mr. Elstein served as Chairman of the Board of Directors of Israel Corporation from 2010 to 2013 and as Chairman of the Board of Governors of the Jerusalem College of Engineering from 2009 to 2018. Prior to joining Teva as an executive in 2004, Mr. Elstein held a number of executive positions at Intel Corporation, most recently as General Manager of Intel Electronics Ltd., an Israeli subsidiary of Intel Corporation. Mr. Elstein received a B.Sc. in physics and mathematics from the Hebrew University in Jerusalem, an M.Sc. in solid state physics from the Hebrew University, and a diploma in senior business management from the Hebrew University. Qualifications: With many years in leadership, extensive roles in various international corporations, including his experience as chairman of international public companies and his service as an executive officer in global Israeli companies, Mr. Elstein provides the Board with global leadership, business management and pharmaceutical expertise. | | | | Other Current Public Boards: • Chairman, Tower Semiconductor Ltd. (2009–present) | Other Affiliations: • Chairman, Israel Democracy Institute (2012–present) |

  10. Board Refreshment Process

    | Independent Director Director Since: 2024 Term Ends: 2027 Age: 58 Committees: • Audit • Finance and Investment • Compliance | Chen Lichtenstein | | | Mr. Lichtenstein joined the Board of Directors in 2024. From 2020 to 2023, he served as the Chief Financial Officer of Syngenta Group Ltd., with responsibility for the company’s strategy, integration and productivity. Prior to that, from 2014 to 2020, he served as the President and Chief Executive Officer of ADAMA Ltd. (formerly known as ‘Makhteshim Agan Industries Ltd.,’ now a member of Syngenta Group). From 2013 to 2014, Mr. Lichtenstein served as the President and Chief Executive Officer of China National Agrochemical Corporation (CNAC), ChemChina strategic business division, the parent company of Syngenta Group. From 2006 to 2013, he served as the Deputy Chief Executive Officer, Head of Global Operations, and held various other roles within Makhteshim Agan Industries Ltd. Previously, from 1999 to 2006, Mr. Lichtenstein held various executive roles at the Goldman Sachs Group Inc. New York and London offices, including as an Executive Director in the Investment Banking division. Mr. Lichtenstein holds a Ph.D. in Business Administration from the Graduate School of Business, and a J.S.D. from the School of Law at Stanford University, a B.Sc. in Physics from the Faculty of Mathematics and Natural Sciences, summa cum laude, and an LL.B. from the Faculty of Law, cum laude, at the Hebrew University of Jerusalem. Qualifications: With over 25 years of experience in executive leadership positions and a proven track record in strategic leadership and financial management of global public companies, Mr. Lichtenstein provides the Board with management and finance expertise, and global operations, transactions, integration and risk management experience with respect to large complex organizations. | | | Other Affiliations: • Director, Israel Democracy Institute (2016–present) • Trustee, Tel Aviv University (2019–present) |

  11. Board Refreshment Process

    | Independent Director Director Since: 2015 Term Ends: 2027 Age: 79 Committees: • Audit (Chair) • Human Resources and Compensation • Finance and Investment | Gerald M. Lieberman | | | Mr. Lieberman joined the Board of Directors in 2015. He is currently a special advisor at Reverence Capital Partners, a private investment firm focused on the middle-market financial services industry. From 2000 to 2009, Mr. Lieberman was an executive at AllianceBernstein L.P., where he served as President and Chief Operating Officer from 2004 to 2009, as Chief Operating Officer from 2003 to 2004 and as Executive Vice President, Finance and Operations from 2000 to 2003. From 1998 to 2000, he served as Senior Vice President, Finance and Administration at Sanford C. Bernstein & Co., Inc., until it was acquired by Alliance Capital in 2000, forming AllianceBernstein L.P. Prior to that, he served in various executive positions at Fidelity Investments and at Citicorp. Prior to joining Citicorp, he was a certified public accountant with Arthur Andersen. Mr. Lieberman received a B.S. Beta Gamma Sigma with honors in business from the University of Connecticut. Qualifications: With his many years of experience as an executive in leading financial services companies and capital markets, including his knowledge and experience in human capital development, succession planning and compensation, Mr. Lieberman provides finance, risk management, operating and human capital expertise for large, complex organizations. | | | Past Public Boards: • Chairman, EnteraBio Ltd. (2018–2026) • Forest Laboratories, LLC (2011–2014) • Computershare Ltd. (2010–2012) • AllianceBernstein L.P. (2004–2009) |

  12. Board Refreshment Process

    | Independent Director Director Since: 2017 Term Ends: 2028 Age: 54 Committees: • Corporate Governance and Nominating (Chair) • Finance and Investment (Chair) • Audit | Roberto A. Mignone | | | Mr. Mignone joined the Board of Directors in 2017. Mr. Mignone is the Founder and Managing Partner of Bridger Management LLC, an investment management firm founded in 2000 and specializing in long-term equity strategies. Since inception, Bridger Management has focused on the healthcare sector and has developed considerable research expertise in support of its investments. In addition to healthcare, Bridger Management invests in global consumer, technology and financial services companies. Prior to Bridger Management, Mr. Mignone co-founded and served as a partner of Blue Ridge Capital LLC from 1996 to 2000, an investment management firm specialized in health care, technology, media, telecommunications and financial services. Mr. Mignone serves as a co-Vice Chairman and member of the Finance Committee and Nominating Committee of the New York University Langone Medical Center. He received a Bachelor of Arts degree in Classics from Harvard College and an M.B.A. from Harvard Business School. Qualifications: With his long career as a global investment professional focused on healthcare, Mr. Mignone provides the Board with finance and management expertise with respect to large, complex pharmaceutical organizations. | | | Other Current Public Boards: • Guardant Health Inc. (2024–present) |

  13. Board Refreshment Process

    | Independent Director Director Since: 2017 Term Ends: 2028 Age: 70 Committees: • Science and Technology (Chair) • Compliance • Human Resources and Compensation | Dr. Perry D. Nisen | | | Dr. Nisen joined the Board of Directors in 2017. In July 2021, he became Chief Executive Officer of Quanta Therapeutics Inc., a privately held biotechnology company. In 2018, he joined Soffinova Investments as Executive Partner, Private Equity and transitioned in January 2021 to a consultant role. From 2014 to 2017, Dr. Nisen served as Chief Executive Officer and the Donald Bren Chief Executive Chair of Sanford Burnham Prebys Medical Discovery Institute. From 2004 to 2014, Dr. Nisen held various roles at GlaxoSmithKline, most recently as Senior Vice President, Science and Innovation. From 1997 to 2004, Dr. Nisen served as Divisional Vice President, Global Oncology Development, and as Divisional Vice President, Cancer Research, at Abbott Laboratories. Previously, he was the Lowe Foundation Professor of Neuro-Oncology at the University of Texas Southwestern Medical Center. He received a B.S. from Stanford University, a Master’s degree in molecular biology, and an M.D. and PhD from Albert Einstein College of Medicine. Qualifications: With extensive experience in medical research and development and management positions in leading pharmaceutical companies, Dr. Nisen provides a unique perspective on business, R&D and innovation. | | | Past Public Boards: • Director, Mirna Therapeutics Inc. (2016–2017) |

  14. Board Refreshment Process

    | Independent Director Director Since: 2018 Term Ends: 2027 Age: 54 Committees: • Science and Technology • Compliance • Corporate Governance and Nominating | Prof. Ronit Satchi-Fainaro | | | | Prof. Satchi-Fainaro joined the Board of Directors in 2018. Prof. Satchi-Fainaro is a Full Professor at Tel Aviv University, where she is head of the Gray School of Medical Sciences, Head of the Cancer Research & Nanomedicine Laboratory, Director of the Cancer Biology Research Center at Tel Aviv University and its 18 affiliated hospitals, The Kurt and Herman Lion Chair in Nanosciences and Nanotechnologies, and Director of the Tel Aviv University Kahn 3D BioPrinting Initiative. Prof. Satchi-Fainaro also serves on the Scientific Advisory Board (SAB) of the Vall d’Hebron Institut de Recerca (VHIR) in Barcelona and MultiMedica in Milan, as well as a Visiting Professor at the University of Lisbon. She has authored over 170 publications and 13 book chapters and serves on several scientific journals editorial boards. Her multidisciplinary research laboratory focuses on basic research that explains mechanisms underlying the transition from cancer dormancy to metastatic disease, and has led to the discovery of new molecular targets to disrupt tumor-host interactions. Prof. Satchi-Fainaro received a B.Pharm. from the Hebrew University in Jerusalem and a Ph.D. in Polymer Chemistry and Cancer Nanomedicine from the University of London. She spent two years as a postdoctoral research fellow on biochemistry and protein delivery at Tel Aviv University and two years as a postdoctoral research fellow on vascular and cancer biology at Harvard University and in Boston Children’s Hospital. Qualifications: With extensive experience in clinical medicine and multidisciplinary research, Prof. Satchi-Fainaro provides the Board with in-depth knowledge of medicine and science, combined with an expertise in the pharmaceutical industry and academic experience. | | | | Other Affiliations • Scientific Advisory Board Member for the Blavatnik Center for Drug Discovery, the Israel Cancer Association, and the Vall d’Hebron University Hospital Foundation— Research Institute. | • Member of the CAS Life Sciences Advisory Board (2023–present). CAS is a division of the American Chemical Society. |

  15. Board Refreshment Process

    | Independent Director Director Since: 2021 Term Ends: 2028 Age: 60 Committees: • Finance and Investment • Science and Technology | Dr. Tal Zaks | | | Dr. Zaks joined the Board of Directors in 2021. Dr. Zaks, M.D., Ph.D., has served as a partner at OrbiMed Advisors LLC since November 2021. From 2015 to 2021, he served as Chief Medical Officer of Moderna, Inc. From 2010 to 2015, he held senior development positions at Sanofi, including Senior Vice President and Head of Global Oncology. From 2008 to 2010, he served as Vice President of Clinical Research, Oncology at Cephalon. From 2004 to 2008, he served as Director, Clinical Development and Translational Medicine at GlaxoSmithKline. From 1996-1999, he was a Postdoctoral Fellow at the National Cancer Institute. Dr. Zaks has also served as an adjunct Associate Professor of Medicine at the University of Pennsylvania since 2004 and as an adjunct Associate Professor of Medicine at Tufts Medical Center since 2017. Dr. Zaks received his M.D. and Ph.D. degrees from Ben Gurion University, Israel, conducted post-doctoral research at the U.S. National Institutes of Health and completed clinical training in internal medicine at Temple University Hospital, followed by a fellowship in medical oncology at the University of Pennsylvania. He has also been awarded a Ph.D. honoris causa from Bar-Ilan University, Israel. Qualifications: With a unique combination of medical training, broad academic knowledge and executive experience in the biopharmaceutical industry, Dr. Zaks’s insights and experience in biopharmaceutical development, through his executive and non-executive roles, provide the Board with a broad scientific perspective and understanding of pharmaceutical product development, science and technology. | | | Past Public Boards: • Director, Adaptimmune Therapeutics plc. (2016–2023) |

  16. Board Refreshment Process

    Pursuant to our Articles of Association, the Board of Directors must consist of three to 18 directors (which includes our President and CEO, if serving as a member of the Board, and two statutory independent directors, if such are appointed in accordance with the Israeli Companies Law). In the event the CEO and/or the statutory independent directors are not appointed to the Board of Directors, such maximum number of directors shall be reduced accordingly. Our Board of Directors currently consists of 12 persons, including our President and CEO. The Board of Directors has determined that each of the directors on our Board (Dr. Sol J. Barer, Rosemary A. Crane, Amir Elstein, Chen Lichtenstein, Gerald M. Lieberman, Roberto Mignone, Dr. Perry D. Nisen, Prof. Ronit Satchi-Fainaro, Prof. Varda Shalev, Janet S. Vergis and Dr. Tal Zaks) is independent, with the exception of Mr. Francis, our President and CEO. We currently maintain a policy to have at least two directors qualify as financial and accounting experts under Israeli law. Accordingly, the Board of Directors has determined that Gerald M. Lieberman, Roberto A. Mignone and Chen Lichtenstein are financial and accounting experts under such criteria. These directors are also “audit committee financial experts” as defined by applicable SEC regulation. Board Composition and Skills

  17. Nominees for Directors

    Nominees for Directors Pursuant to the Israeli Companies Law, a nominee for service as a director must submit a declaration to us, prior to his or her election, specifying that he or she has the requisite qualifications to serve as a director and the ability to devote the appropriate time to performing his or her duties as such and that he or she is not restricted from serving as director under the Israeli Companies Law. All of our directors, including Dr. Barer who is nominated for appointment as a director at the Annual Meeting, have provided such declaration. A director who ceases to meet the statutory requirements to serve as a director must notify us to that effect immediately and his or her service as a director will terminate upon submission of such notice. Our Board of Directors believes that it should be composed of directors with complementary backgrounds, experiences and skills, and that directors should, at a minimum, exhibit proven leadership capabilities and possess experience at a high level of responsibility within their chosen fields. When considering a candidate for directorship, our Corporate Governance and Nominating Committee considers whether the directors, both individually and collectively, can and do provide the experience, judgment, commitment, skills and expertise appropriate to lead Teva in the context of its industry. Our Board also considers our unique position as a company incorporated in Israel, dually-listed both on the New York Stock Exchange and the Tel Aviv Stock Exchange, which strives to maintain a meaningful representation of Israeli directors on its Board. Due to the complexity of our businesses and extensive global activities, the Board values the insight and familiarity with our operations that a director is able to develop over his or her tenure on the Board. This structure helps ensure a balanced mix of experienced and new directors, providing fresh ideas, stability and continuity. Additionally, being familiar with Teva’s history and legacy enables its directors to make decisions that honor our past while guiding Teva in its future growth and innovation. In addition, our Corporate Governance and Nominating Committee considers a nominee’s potential contribution to the Board’s diversity of skills, experiences and perspectives, as well as if such nominee can enhance and provide additional value to any of the Board committees. When seeking new candidates, the Corporate Governance and Nominating Committee also considers candidates representing a diversity of backgrounds and perspectives. It also provides input and guidance regarding the independence of directors, for the formal review and approval by our Board of Directors. When seeking candidates for directorships, our Corporate Governance and Nominating Committee may solicit suggestions from directors, management, shareholders and others. Additionally, the Board of Directors engages with third-party search firms to assist in the search, identification and analysis of appropriate candidates. After conducting an initial evaluation, members of the Board of Directors will interview the prospective candidate if they consider the candidate suitable. The Chairman of the Board may also request that the candidate meet with selected members of the executive management team. If our Corporate Governance and Nominating Committee believes a director should be re-elected or a candidate would be a valuable addition to the Board of Directors, it may recommend to the Board of Directors that candidate’s appointment or re-election, which, in turn, can submit the candidate for consideration by the shareholders. The Israeli Companies Law and the regulations promulgated under the Israeli Companies Law providing certain relief to Israeli companies whose shares are listed outside of Israel on certain stock exchanges (including the NYSE) (the “Relief Regulations”) determine a process by which one or more shareholders holding 5% or more of the voting rights of Teva may propose the nomination of a candidate to the Board of Directors. For more information, see “Shareholder Proposals for the 2026 Annual Meeting and the 2027 Annual Meeting” below. Non-Employee Director Compensation As required by the Israeli Companies Law, we have adopted a Compensation Policy for Executive Officers and Directors (the “Compensation Policy”), which is presented for shareholder approval at least once every three years. Pursuant to the Israeli Companies Law and regulations promulgated thereunder, any arrangement between Teva and a director relating to his or her compensation as a director or other position with Teva must generally be consistent with Teva’s Compensation Policy and approved by the HR and Compensation Committee, the Board and by a simple majority of Teva’s shareholders. As approved at our 2019 and amended at our 2025 annual general meetings of shareholders, our non-employee director annual compensation program (applicable to all non-employee directors except for the Chairman of the Board) is comprised of:

  18. Nominees for Directors

    | • | an annual Board membership fee of $100,000 paid in cash; |

  19. Nominees for Directors

    | • | additional annual cash fees for service on Board committees: |

  20. Nominees for Directors

    | – | $20,000 per annum to serve as a member of the Audit Committee; and $40,000 per annum to serve as chairperson of the Audit Committee; |

  21. Nominees for Directors

    | – | $15,000 per annum to serve as a member of the HR and Compensation Committee; and $30,000 per annum to serve as chairperson of the HR and Compensation Committee; |

  22. Nominees for Directors

    | – | $20,000 per annum to serve as a member on a special or ad-hoc committee of the Board; and $30,000 to serve as chairperson of such special or ad-hoc committee; and |

  23. Nominees for Directors

    | – | $10,000 per annum to serve as a member of any other standing Board committee that is not listed above; and $20,000 per annum to serve as chairperson on such committee; and |

  24. Nominees for Directors

    | • | an annual equity-based award in the form of restricted share units (“RSUs”) with an approximate aggregate grant date fair value of $250,000 that fully vest one year following the grant date. |

  25. Nominees for Directors

    As approved at our 2019 and amended at our 2025 annual general meetings of shareholders, the annual compensation for the Chairman of the Board is comprised of:

  26. Nominees for Directors

    | • | an annual Board membership fee of $225,000 paid in cash; |

  27. Nominees for Directors

    | • | an annual equity-based award in the form of RSUs with an approximate aggregate grant date fair value of $375,000 that fully vest one year following the grant date; and |

  28. Nominees for Directors

    | • | office and secretarial services at Teva’s offices. |

  29. Nominees for Directors

    The Chairman of the Board is not entitled to additional annual cash fees for service on Board committees. Fees for Board and committee service are payable over the period of time during which the individual serves as a non-employee director. In the event that a non-employee director serves as a member of the Board for only part of the year, a pro-rated amount of the annual board membership fee and standing committee fees will be paid. In the event of an appointment to the Board between annual meetings of shareholders, the annual equity-based award shall be prorated. Upon completion of a non-employee director’s service as a director, other than removal pursuant to a shareholder resolution due to a breach of fiduciary duties, any unvested awards granted to such director by virtue of such position and held by such director will immediately become vested. We purchase directors’ and officers’ liability insurance for our directors and executive officers, as approved by our shareholders and consistent with the Compensation Policy. In addition, we release our directors from liability and undertake to indemnify them to the fullest extent permitted by law and our Articles of Association, and provide them with indemnification and release agreements for this purpose, substantially in the form approved by our shareholders. In addition, Teva reimburses or covers its non-employee directors’ expenses (including travel expenses) incurred in connection with attending meetings of the Board and its committees or in performing other services for Teva in their capacity as non-employee directors, in accordance with Israeli law and the Compensation Policy. Any director elected to serve as a member of our Board and all continuing non-employee directors will be compensated in the manner described above and will benefit from the insurance, indemnification and release discussed above. No additional compensation is received for attendance at a Board or committee meeting. Director Stock Ownership Guidelines In 2025, the Board approved an increase in director stock ownership guidelines, currently requiring ownership of seven times the annual cash fee paid to directors for board membership (excluding committee fees), which must be achieved within the later of six years of first becoming subject to these guidelines and two years of the date of the aforementioned increase. For more information see “Executive Compensation— Compensation Discussion & Analysis—Stock Ownership Guidelines.”

  30. 2025 Director Compensation

    2025 Director Compensation

  31. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Dr. Sol J. Barer(3) | 225,000 | 374,998 | 599,998 | | Rosemary A. Crane | 140,000 | 249,987 | 389,987 | | Amir Elstein | 142,500 | 249,987 | 392,487 | | Chen Lichtenstein( | 132,500 | 249,987 | 382,487 | | Gerald M. Lieberman | 165,000 | 249,987 | 414,987 | | Roberto A. Mignone | 150,000 | 249,987 | 399,987 | | Dr. Perry D. Nisen | 145,000 | 249,987 | 394,987 | | Prof. Ronit Satchi-Fainaro | 130,000 | 249,987 | 379,987 | | Prof. Varda Shalev | 120,000 | 249,987 | 369,987 | | Janet S. Vergis | 145,000 | 249,987 | 394,987 | | Dr. Tal Zaks | 125,000 | 249,987 | 374,987 |

  32. 2025 Director Compensation

    | (1) The amounts shown include the paid cash portion of the annual fee for the Chairman of the Board and Board membership fees and committee service fees for other non-employee directors. |

  33. 2025 Director Compensation

    | (2) In June 2025, each non-employee director serving at that time was granted 14,492 RSUs, and the Chairman of the Board was granted 21,739 RSUs, based on the grant date fair value of a share of $17.25. The amounts shown in the Stock Awards column represent the aggregate grant date fair values of RSUs computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). Valuations of RSUs were determined based on the fair market value of a Teva share on the grant date, less the net present value of dividends, as relevant. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see note 14b. to our consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. These RSUs vest one year from the grant date. As of December 31, 2025, the aggregate number of unvested RSUs held by each current non-employee director was as follows: Dr. Sol J. Barer: 21,739; Rosemary A. Crane: 14,492; Amir Elstein: 14,492; Chen Lichtenstein: 14,492; Gerald M. Lieberman: 14,492; Roberto A. Mignone: 14,492; Dr. Perry D. Nisen: 14,492; Prof. Ronit Satchi-Fainaro: 14,492; Prof. Varda Shalev: 14,492; Janet S. Vergis: 14,492; and Tal Zaks: 14,492. Upon completion or termination of a non-employee director’s service as a director, other than removal pursuant to a shareholder resolution due to a breach of fiduciary duties, any unvested awards granted to such director in virtue of such position and held by such director will immediately become vested. |

  34. 2025 Director Compensation

    | (3) During his service as Chairman of the Board, Dr. Barer is entitled to an annual fee of $225,000 and an annual equity-based award with an approximate grant date fair value of $375,000. |

  35. 2025 Director Compensation

    Mr. Richard D. Francis was not and will not be entitled to any compensation in his capacity as a member of the Board or any committee thereof. Committees of the Board Our Articles of Association provide that the Board of Directors may delegate its powers to one or more committees as it deems appropriate to the extent such delegation is permitted under the Israeli Companies Law. The Board of Directors has appointed the standing committees listed below, as well as ad-hoc committees appointed from time to time for specific purposes determined by the Board. We have adopted charters for all of our standing committees, formalizing the committees’ procedures and duties. These committee charters are available on our website at www.tevapharm.com.

  36. Sustainability Governance

    Mr. Daniell was appointed Executive Vice President, European Commercial in 2017. From 2016 to 2017, he served as President and CEO, Teva Europe Generics. From 2015 to 2016, he served as Chief Integration Officer, leading the integration of the Actavis Generics business into Teva. From 2015 to 2016, he served as Chief Operating Officer, International Markets. From 2011 to 2015, he served as Cluster General Manager, United Kingdom and Ireland. Mr. Daniell received a B.Sc. degree in chemistry from the University of Auckland, New Zealand.

  37. Sustainability Governance

    Ms. Fox was appointed Executive Vice President, U.S. Commercial in November 2023. Ms. Fox brings more than 30 years of healthcare industry experience with leadership roles in sales, marketing, and commercial operations, responsible for teams ranging from 2500+ associates to small, nimble consulting teams. She has a deep understanding of issues affecting the pharmaceutical and biotech sectors, as well as expertise across a range of therapy areas. Prior to joining Teva, she served as President at Novartis Gene Therapies since December 2021. Previously, Ms. Fox was vice president and general manager for the Bone, Cardiometabolic and Nephrology business for Amgen. She also served as the general manager of the company’s United Kingdom and Ireland affiliate. Ms. Fox received her bachelor degree in Business Administration, Marketing from the University of Wisconsin in Whitewater, United States.

  38. Sustainability Governance

    Dr. Hughes was appointed Executive Vice President, Global R&D and Chief Medical Officer in August 2022. Prior to joining Teva, from 2021 to 2022, Dr. Hughes was Senior Vice President of Clinical Development and Translational Medicine at Vertex Pharmaceuticals. From 2015 to 2021, Dr. Hughes served as Global Development Unit Head for Immunology, Hepatology and Dermatology at Novartis, ultimately responsible for leading all clinical development activities and biostatistician talent across multiple therapeutic areas and for expanding development in China. Additionally, between 2020 and 2021, during the COVID-19 pandemic, Dr. Hughes also served as Co-Chair of the Therapeutics Clinical Working Group for the Accelerating COVID-19 Therapeutic Interventions and Vaccines public-private partnership at the National Institutes of Health. From 2010 to 2015, Dr. Hughes held several executive and senior positions at Bristol Myers-Squibb, including Head of Virology, Fibrotic Diseases, Genetically Defined Diseases, Autoimmunity, and Cardiology Discovery Medicine, Exploratory Clinical & Translational Research. Dr. Hughes has served on the board of directors of Monte Rosa Therapeutics Inc., since December 2024. He received his MD and Ph.D from Yale School of Medicine.

  39. Sustainability Governance

    Mr. Jover was appointed Executive Vice President, Chief Human Resources Officer (CHRO) in August 2024. As a seasoned Human Resources executive, Mr. Jover brings a wealth of experience in talent management, leadership development, and organizational effectiveness. He excels in building high-performing teams, fostering inclusive workplaces, and enhancing employee engagement and performance. Mr. Jover is driven by both data and outcomes and is dedicated to unleashing the full potential of people and teams. Before joining Teva, Mr. Jover spearheaded transformative HR initiatives in multinational corporations, including Unilever. His leadership and innovative approach resulted in significant improvements in workforce productivity and company culture. Mr. Jover holds a combined degree in Business Administration and an MBA from ESADE Business School Barcelona, Spain, majoring in Marketing and International Business. Additionally, he has pursued executive education at institutions such as Harvard, Columbia, MIT, and INSEAD, in line with his philosophy of continuous learning.

  40. Sustainability Governance

    Mr. Kalif was appointed Executive Vice President, Chief Financial Officer in 2019. From 2001 to 2019 he held various leadership and senior executive finance positions at Flex Ltd., a Nasdaq listed global technology, design and manufacturing service provider. From 2010 to 2019, Mr. Kalif served as Flex Ltd.’s Senior Vice President, Finance, leading its finance organization. From 1996 to 2001, Mr. Kalif worked for Deloitte Israel in various positions as a certified public accountant. Mr. Kalif received his bachelor degree in accounting and economics from the College of Management Academic Studies in Israel and is a Certified Public Accountant.

  41. Sustainability Governance

    Mr. Lippman was appointed Executive Vice President, Business Development on March 31, 2025. Prior to joining Teva, from 2022 to 2025, Mr. Lippman served as Chief Corporate Development and Strategy Officer at Alnylam Pharmaceuticals. From 2021 to 2022, he served as President and Chief Operating Officer at Intima Biosciences. From 2017 to 2021, he was Senior Vice President, Head of Corporate Development, M&A, and Business Development Finance at Takeda Pharmaceuticals. From 2015 to 2016, he served as Chief Business and Financial Officer at Aileron Therapeutics, a clinical oncology company. From 2012 to 2014, he was Senior Vice President and General Manager, US Neurology & Immunology, Global Marketing at EMD Serono. From 2006 to 2012, he served in various executive roles at AstraZeneca, including Executive Director and General Manager for Crestor (Cardiovascular), Nexium / Primary Care Business Unit (GI & CV), Certriad (Cardiovascular Launch Product), and Head of U.S. Business Development. Earlier in his career, he held positions at Pfizer Inc. from 2002 to 2006, including Executive Director of Worldwide Business Development & Strategic Planning, Senior Director and Head of International Business Development, and Senior Director of Pharmaceutical Finance Licensing & Acquisitions. Mr. Lippman received his Master of Business Administration from Cornell University, his Bachelor of Arts in Business Administration and Finance from Georgia State University, and additional Bachelor of Arts from Bucknell University.

  42. Sustainability Governance

    Mr. Sabag was appointed Executive Vice President, International Markets Commercial, in August 2021. Prior to that, he held several executive and senior positions at Teva, including, Executive Vice President, Chief Human Resources Officer and Global Communication and Brand from 2019 to 2021, Executive Vice President, Global Human Resources from 2013 to 2019, Global Deputy Vice President, Human Resources from 2012 to 2013, Vice President, Human Resources for Teva’s International Group and Vice President, Global Human Capital and M&A from 2006 to 2012. Prior to joining Teva, Mr. Sabag held several senior global human resources roles at Intel Corporation. Mr. Sabag received a B.A. in economics and business management from Haifa University.

  43. Sustainability Governance

    Mr. Shields was appointed Executive Vice President, Teva Global Operations (TGO) in June 2024. With more than 25 years of experience serving in various senior management roles in the global pharmaceutical industry, he brings to Teva a passion for improving the lives of patients by enabling a purpose-driven culture focused on operational excellence. Mr. Shields has significant experience at every stage of the manufacturing and supply process. Prior to joining Teva, he served as Senior Vice President for Manufacturing at Merck Animal Health (known as MSD Animal Health outside of the United States and Canada), where he oversaw end-to-end manufacturing, supply chain, procurement, and process development. Prior to Merck Animal Health, he served in various operations leadership roles for Sanofi and Amgen, Inc. Mr. Shields holds an undergraduate degree in Chemical Engineering & Materials Science Engineering from the University of Connecticut and an MBA from Bryant University in Rhode Island.

  44. Compensation Discussion And Analysis

    | Link pay to performance | Align executive officers’ interests with those of Teva and its shareholders over the long term | Provide competitive compensation to attract and retain talent | Encourage performance without excessive risk |

  45. Shareholder Return

    | • | Competitive compensation to attract and retain talent: We compete with global companies to attract and retain highly talented professionals with the necessary capabilities to promote creativity, encourage high achievement, manage our complex business and worldwide operations and execute our strategy. The HR and Compensation Committee and the Board reference, among other things, the amounts and structures of the compensation of executive officers in the companies in our peer group in determining competitive pay levels. |

  46. Shareholder Return

    | | | | | What we do | | | | Shareholder Engagement We reach out to shareholders to understand and address their perceptions and views regarding our executive compensation program. Shareholder-Approved Compensation Policy We comply with the provisions of our shareholder-approved Compensation Policy for our executive compensation program. Majority Variable Pay The majority of total target executive compensation is variable, at-risk, and performance-based. Balance Short- and Long-Term Compensation The allocation of incentives among the annual incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. Multiple Performance Metrics in Incentive Programs We use multiple performance metrics in our incentive plans to capture our performance from different perspectives, providing a more complete picture. Equity for Long-Term Incentives We grant both PSUs that generally have a three-year performance period and RSUs that vest over four years to motivate long-term performance, align the interests of executive officers and shareholders and provide an incentive for retention. Independent Compensation Consultant Our HR and Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Committee decision-making. | | Peer Data We review compensation benchmark data from peer companies whose industry, revenues, and global footprint share similarities with Teva. Stock Ownership Guidelines We maintain guidelines for executive officers and directors to maintain meaningful levels of stock ownership to align their interests with shareholders. Clawback We maintain robust clawback policies compliant with SEC and NYSE rules and Israeli law to recoup cash and equity-based incentives paid to executive officers based on erroneously prepared financial statements or other misconduct. Risk Assessment We conduct an annual risk assessment of our compensation program. Cap Bonus, Equity Grant Fair Values and PSU Payouts We cap annual cash incentive payouts, annual equity grant date fair values at target, and the number of PSUs that may be earned under an award, pursuant to the Compensation Policy. Double Trigger Change-in-Control Provisions If there is a change in control, outstanding equity awards will vest only if there is both a change-in-control and a termination of employment (a “double trigger”). A change-in-control alone will not trigger vesting. |

  47. Shareholder Return

    | | | | | What we don’t do | | | | No Dividends on Unearned Awards Under our equity plan, we do not pay dividends or dividend equivalents on shares that a participant has not yet earned or that have not vested. No Hedging or Pledging of Company Securities We prohibit executive officers and non-employee directors from engaging in hedging, pledging and short sale transactions in Company securities. No Repricing of Underwater Stock Options Our equity plan does not permit the repricing of stock options where the strike price exceeds the then-current fair market value without shareholder approval. | | No Excise Tax Gross-Ups We do not provide excise tax gross-ups in employment agreements. No Guaranteed Bonuses We do not provide guaranteed performance bonuses to our executive officers. No Backdating or Discounting Stock Options We do not backdate stock options or provide discounted stock options. |

  48. Shareholder Return

    | Participant | Responsibilities | | | Shareholders | • Approve the Compensation Policy as required under the Israeli Companies Law, including caps for cash incentives and equity, at least once every three years, and any changes thereto • Cast advisory vote on proposal(s) regarding executive compensation under U.S. law • Approve any compensation that deviates from the Compensation Policy | • Approve compensation of the CEO • Approve compensation of directors • Approve equity plans, material changes to equity plans and share reserve increases • Provide direct feedback and input to Teva and our Board | | Board of Directors | • Evaluate performance of the CEO and executive officers, including the NEOs • Review and approve (subject to shareholder approval in certain cases): – Equity plans, material changes to equity plans and share reserve increases | – CEO and executive officer compensation, with input and recommendation from, and prior approval of, the HR and Compensation Committee – Changes to the Compensation Policy | | Human Resources and Compensation Committee | • Consider shareholder feedback and all other factors to help align our executive compensation program with the interests of Teva and our shareholders and long-term value creation • Review and approve (subject to Board and shareholder approval in certain cases): – CEO and executive officer compensation, including adjustments to executive officers’ base salaries, cash incentives and equity compensation, as well as other components of compensation in alignment with the Compensation Policy | – Performance-based metrics and goals under the annual cash incentive plan and PSU awards – Achievement of performance-based goals under the annual cash incentive plan and PSU awards – Equity plans and awards – The Compensation Policy and its continued appropriateness (periodically) – The CD&A and the compensation tables and accompanying narrative descriptions | | Independent Compensation Consultant | • Advise the HR and Compensation Committee on various director and executive officer compensation and governance topics, including: – Compensation Policy, pay philosophy, best practices and market trends – Selection of peer group companies – Director and executive officer compensation practices and levels at peer group companies | – Design of annual cash incentive plan, and performance and other equity plans, and awards and grants under each plan – Stock ownership guidelines • Review and provide an independent assessment of the data and materials presented by management to the HR and Compensation Committee • Participate in HR and Compensation Committee meetings as requested | | CEO | • Evaluate the performance of other executive officers, including the other NEOs, and recommend adjustments to base salaries, annual cash incentives and long-term equity compensation | • Develop business goals, which are evaluated and incorporated by the HR and Compensation Committee and the Board in the design of our executive officer compensation program |

  49. Shareholder Return

    Role of the Independent Compensation Consultant The HR and Compensation Committee has the authority to retain independent compensation consultants to assist it in the performance of its duties and responsibilities without consulting or obtaining the approval of management of the Company. For 2025, the HR and Compensation Committee retained Meridian as its independent compensation consultant. Meridian reported directly to, and was directly accountable to, the HR and Compensation Committee. While the HR and Compensation Committee took into consideration the review and recommendations of this independent advisor when making decisions about the Company’s executive officer and director compensation practices and governance-related topics, the HR and Compensation Committee ultimately made its own independent decisions about these matters. The HR and Compensation Committee assessed the independence of Meridian pursuant to the rules of the SEC and the NYSE. In doing so, the HR and Compensation Committee considered the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. The HR and Compensation Committee also considered the nature and amount of work performed for the HR and Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. After these reviews, the HR and Compensation Committee concluded that there were no conflicts of interest, and that Meridian was independent pursuant to SEC and NYSE rules. Compensation Peer Group and Peer Selection Process The HR and Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point for making decisions and very helpful context even though, relative to other companies, there are differences and unique aspects of the Company. The HR and Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The HR and Compensation Committee also considers broader industry practices and our competitors for talent. The HR and Compensation Committee has developed and maintained a relevant group of peer companies (the “Peer Group”) that represent the companies with which we believe we primarily compete for talent. The HR and Compensation Committee periodically reviews the Peer Group to ensure that the companies included continue to meet the primary selection criteria. In connection with its regular periodic review of the Peer Group, the HR and Compensation Committee updated the Peer Group using updated selection criteria as described below, which was referenced when setting executive officer compensation levels for 2025. Teva’s attributes aligned more closely with the median range of the companies in the updated Peer Group. The HR and Compensation Committee used the following updated criteria when developing the updated Peer Group:

  50. Shareholder Return

    In general, the HR and Compensation Committee and the Board have sought to align executive officer compensation and other employment terms with the market median range in order to be able to attract, motivate and retain experienced executive talent who are critical to our long-term success. The HR and Compensation Committee and the Board consider data from the Peer Group companies as a reference point in reviewing market pay levels, allocations and practices, but do not tie CEO and executive officer compensation to specific market percentiles. Other factors considered when setting the compensation of our CEO and executive officers include sustained performance, criticality of contributions to Teva, and the executive officer’s role, skills, experience and development. The HR and Compensation Committee retains discretion in determining the nature and extent of the use of Peer Group data.

  51. Internal Considerations

    | Element | Description | Additional Detail | | Base Salary | Fixed cash compensation Determined based on each executive officer’s role, individual skills, experience, performance, external market value and internal equity | Base salaries are intended to provide stable compensation to executive officers, allow Teva to attract and retain qualified global executive talent and maintain a stable leadership team | | Short-Term Incentives: Annual Cash Incentive Opportunities | Variable cash compensation Determined based on the level of achievement relative to Company and individual performance objectives that are pre-determined annually The weighted average of the results for the three Company-wide metrics must be at least 85% of target in order for any payout to occur Cash incentive payouts are capped at a maximum of 200% of the target cash award Per the shareholder-approved Compensation Policy, a target cash award as a percentage of annual base salary is capped at 100% (150% for the CEO) | Annual cash incentive opportunities are designed to ensure that our executive officers are incentivized to reach Teva’s annual goals; payout levels are determined based on actual financial and operational results, as well as individual performance | | Long-Term Incentives: Annual Equity-Based Compensation | Variable equity-based compensation Per the shareholder-approved Compensation Policy, the maximum monetary grant value of the annual long-term equity award is $16.0 million at target for the CEO and $6.0 million at target for other executive officers Performance Share Units (“PSUs”): • Restricted share units that are earned only upon the attainment of performance goals generally over a 3-year period • Awards are capped at 250% of the target number of shares Restricted Share Units (“RSUs”): Restricted share units that are time-based, with a 4-year vesting period | Equity-based compensation is used to foster a long-term link between executive officers’ interests and the interests of Teva and its shareholders, as well as to attract, motivate and retain executive officers for the long term In 2025, the CEO received: • 70% of the long-term incentive value granted in the form of PSUs • 30% in the form of RSUs; All other executive officers received 67% of the value granted in the form of PSUs and 33% in the form of RSUs |

  52. Internal Considerations

    We consider compensation to be “at risk” if it is subject to performance-based payment or vesting conditions or if its value depends on stock price appreciation. In addition, in 2025, 68% of our CEO’s target total direct compensation was performance-based, and 61%, on average, of the target total direct compensation of our other NEOs was performance-based. We consider compensation to be “performance-based” if it is subject to performance-based payment or vesting conditions. An additional 22% of our CEO’s target total direct compensation, and 22%, on average for our other NEOs, incentivizes performance through its dependence on stock price appreciation while promoting retention over a 4-year vesting period.

  53. Target Pay Mix

    Annual Cash Incentives The annual cash incentive component aims to incentivize our executives to reach our annual goals. Annual cash incentives are designed to provide a significant pay-for-performance element of our executive compensation package, as payout eligibility and levels are determined based on actual financial and operational performance, as well as individual performance. Pursuant to our Compensation Policy, which serves as a shareholder-approved framework, executive officer target annual cash incentive opportunity is capped at 100% of annual base salary, and for the CEO, target annual cash incentive opportunity is capped at 150% of annual base salary. In addition, the maximum annual cash incentive payout cannot exceed 200% of target annual cash incentive. The 2025 annual cash incentive plan offers incentives to the executive officers to accomplish annual financial results that the HR and Compensation Committee and Board view as key steps in the execution of our overall business strategy, with the intent ultimately of increasing shareholder value. The amount of the payout, if any, under the annual cash incentive plan is determined as follows:

  54. Target Opportunities

    | Executive | 2025 Target Annual Cash Incentive (% of Base Salary) | | Richard Francis | 150% | | Eli Kalif | 100% | | Dr. Eric A. Hughes | 100% | | Christine Fox | 100% | | Evan Lippman | 100% |

  55. Performance Measures

    Performance Measures The HR and Compensation Committee and the Board used the same performance measure categories in 2025 as used in 2024: Company Financial and Individual.

  56. Performance Measures

    | Category | Weighting | Metric Weighting | | Company Financial | 75% | 25% Net Revenues | | | | 25% Non-GAAP EPS | | | | 25% Free Cash Flow | | Individual | 25% | See Below |

  57. Company Financial Measures

    | • | Free Cash Flow: This measure, for purposes of the annual cash incentive, is calculated as the cash flow generated from operating activities, cash received for beneficial interest collected in exchange for securitized trade receivables (under our EU securitization program) and proceeds from divestitures of businesses and other assets, net of capital investments. It serves to focus employees on generating cash in the short- and long-term, to make investments (including in innovative products), fund operations and pay debt. It focuses managers on expense control in addition to revenue generation and on improvement in working capital. |

  58. Threshold, Target, and Maximum Company Performance Levels

    Threshold, Target, and Maximum Company Performance Levels The HR and Compensation Committee and the Board set the 2025 threshold, target and maximum performance levels at levels that were considered rigorous, aggressive and challenging, attainable only with strong performance, and that took into account the relevant risks and opportunities. The HR and Compensation Committee developed performance metric targets based on the business plan that were aligned to the middle of the range of our outlook as communicated to investors in January 2025, excluding TAPI and the business venture in Japan. In setting these goals, the HR and Compensation Committee and the Board took into account various factors, including forecasted growth levels for the global economy, for the geographic areas where the Company operates and for the market for generic products, and with recognition that goals were established in conjunction with the execution of our Pivot to Growth strategy. In addition, the goals were based on key assumptions communicated to investors in January 2025, including:

  59. Threshold, Target, and Maximum Company Performance Levels

    In light of all of these factors, these goals were considered rigorous, aggressive and challenging, attainable only with strong performance, and took into account the relevant opportunities and risks we were facing. After setting the targets, the HR and Compensation Committee and the Board also set the threshold and maximum performance levels. To achieve threshold performance, the weighted average of the achievement percentages for the three Company-wide metrics must be at least 85%, which is a rigorous and challenging level of achievement that must be met. A weighted average achievement percentage of less than 85% would result in no annual cash incentive payment for executive officers. The HR and Compensation Committee and the Board set the maximum level of performance at 120% of target for each Company performance metric, a level that presented a significant challenge requiring exceptionally strong performance. In October 2023, the Company had announced a collaboration with Sanofi to co-develop a Teva product candidate for the treatment of ulcerative colitis and Crohn’s disease. In 2025, under the terms of the collaboration agreement, in connection with Teva’s considerable work to achieve the initiation of Phase 3 studies for duvakitug, Teva received a $500 million development milestone payment. Because the collaboration agreement was already in place, the planned payment amount was included in the target figures, and the actual payment, having been received for the achievement, was included in actual performance for the metrics in the annual cash incentive.

  60. Overall Performance Factor and Payout Calculation

    Overall Performance Factor and Payout Calculation

  61. Overall Performance Factor

    | Weighted Average Level of Achievement of Objectives | Overall Performance Achievement %(1) | Overall Payout Performance Factor: Potential Annual Cash Incentive as a % of Target | | Below Threshold | Below 85% weighted average Company Financial measures performance | 0% (no annual cash incentive payment) | | Threshold | 85% weighted average Company Financial measures performance, with 90% for minimum individual performance | 66% | | Target | 100% weighted average Company Financial measures performance, with 100% individual performance | 100% | | Maximum Cash Incentive | 120% weighted average Company Financial measures performance, with up to 130% for maximum individual performance | 200% |

  62. Overall Performance Factor

    | (1) Payouts are determined linearly based on a straight-line interpolation of the applicable payout range (i.e., 2.5% for each percentile change in weighted average performance between threshold and target and 5% for each percentile change in performance between target and maximum). No additional payout is made for weighted average performance achievement in excess of 120% (or 130% in the case of maximum individual performance). |

  63. Overall Performance Factor

    | Executive | Eligible Base Salary ($)(1) | Target Annual Cash Incentive (% of Base Salary) | Target Award ($) | Overall Payout Performance Factor(2) | Payout ($)(3) | | Richard Francis | $1,700,000 | 150% | $2,550,000 | 189% | $4,827,405 | | Eli Kalif | $1,012,687 | 100% | $1,012,687 | 177% | $1,788,633 | | Dr. Eric A. Hughes | $829,231 | 100% | $829,231 | 189% | $1,569,817 | | Christine Fox | $849,231 | 100% | $849,231 | 189% | $1,607,679 | | Evan Lippman | $680,000 | 100% | $680,000 | 158% | $1,074,808 |

  64. Overall Performance Factor

    | (3) Annual cash incentive payout amount is calculated in the currency in which the amount is paid and converted to U.S. dollars. |

  65. Overall Performance Factor

    Long-Term Incentive Equity-Based Compensation The third and largest main component of the executive compensation program is long-term equity incentives. Equity-based compensation is intended to incentivize and reward for future long-term performance, as reflected by the market price of our shares and/or other performance criteria, and is used to foster a long-term link between executive officers’ interests and the interests of Teva and its shareholders. Equity-based compensation is also intended to attract, motivate and retain executive officers for the long term by (i) providing them with a meaningful interest in Teva’s share performance; (ii) linking equity-based compensation to potential and sustained performance; and (iii) spreading benefits over a longer performance cycle through the vesting period mechanism. Pursuant to our current Compensation Policy, which serves as a shareholder-approved framework, the minimum full vesting period of all equity-based awards is three years from the date of grant (partial vesting can occur before), the maximum monetary grant date fair value of annual equity-based awards granted to the CEO cannot exceed $16 million at target and to any other executive officer $6 million at target, and the maximum number of shares settled for a performance-based equity award shall not exceed 250% of the target number of shares granted.

  66. Equity Vehicles and Mix

    Equity Vehicles and Mix The HR and Compensation Committee and the Board used the equity vehicles and mix set forth in the following table:

  67. Equity Vehicles and Mix

    | Type of Long-Term Incentive Vehicle | Proportion of Long-Term Incentive Grant | Vesting Schedule | Performance Metrics (Weighting) | Rationale for Use | | Performance Share Units (PSUs) | 70% for CEO; 67% for other executive officers | Three-year cliff vesting | 2025-2027 Cumulative Free Cash Flow (60%) | Focuses employees on generating cash in the short- and long-term to deploy capital and repay debt, and reflects cash management practices, including working capital and capital expenditures, enabling the Company to pursue opportunities that contribute to long-term shareholder value | | | | | 2025-2027 Net Revenue Growth (annual and cumulative) (40%) | Demonstrates top line expansion, in alignment with the Pivot to Growth strategy, and is a leading indicator of corporate performance and value creation | | | | | 2025-2027 Absolute Stock Price (Modifier) | Strong performance, as measured by the other two metrics, is fully rewarded only if it also results in meaningful stock price growth. Absolute stock price performance ties executive officer compensation to shareholder value creation and aligns the interests and experience of executive officers with those of Teva and its shareholders. The absolute stock price modifier for the 2025 grants caps payouts at target if stock price performance measured at the end of the performance period has decreased compared to a set stock price, and can increase payouts up to 150% for increases in the third year of the performance period, subject to a maximum cap of 250% for the overall PSU payout. | | Restricted Share Units (RSUs) | 30% for CEO; 33% for other executive officers | Four equal tranches vesting on the first, second, third and fourth anniversaries of the date of grant | N/A | N/A |

  68. Equity Vehicles and Mix

    The HR and Compensation Committee and the Board have structured the mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests and experience with those of our shareholders. The PSUs granted represent the opportunity to have shares vest at the end of the three-year performance cycle based on the achievement of designated performance metrics and the change in absolute stock price, in each case, during the performance period of 2025-2027. The RSUs are complementary to the PSUs because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to Teva.

  69. PSU Performance Metrics

    PSU Performance Metrics All metrics give recipients a clear line of sight into how achieving operating goals drives Teva performance and generates rewards. For purposes of the PSU performance measures:

  70. PSU Performance Metrics

    | 1) | Net Revenue Growth is defined as the percentage increase or decrease in GAAP Net Revenue as reported in the financial statements included in the Company’s Annual Report on Form 10-K for a particular year, adjusted as described in the following sentence, in comparison to GAAP Net Revenue as reported in the financial statements included in the Company’s Annual Report on Form 10-K for the prior year. For purposes of determining Net Revenue Growth, the effects of unique transactions or divestitures and foreign exchange fluctuations are disregarded, and only the exchange rates used in the Company’s annual operating plan are used. |

  71. PSU Performance Metrics

    | 2) | Free Cash Flow is defined as cash flow from operating activities, beneficial interest collected in exchange for securitized accounts receivables, proceeds from divestitures of businesses and other assets, net of cash used for capital investment. For purposes of determining Free Cash Flow, the effects of unique transactions or divestitures and foreign exchange fluctuations are disregarded, and only the exchange rates used in the Company’s annual operating plan are used. For a reconciliation of Free Cash Flow to Cash Flow from Operating Activities, please see Appendix A hereto. |

  72. PSU Performance Metrics

    Before the conclusion of the three-year performance period, we do not publicly disclose our specific performance measure targets and the corresponding minimums and maximums because of the potential for competitive harm from such disclosure. These measures are competitively sensitive and would reveal information about our view of our anticipated trajectory, which is not otherwise public. The HR and Compensation Committee and the Board believe that they have set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. After the end of the performance period, the targets and achievement relative to such targets will be disclosed.

  73. Target, Threshold and Maximum Performance Levels

    | Level of Achievement of Net Revenue Growth(*) | Earning Percentage | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  74. Target, Threshold and Maximum Performance Levels

    | Level of Achievement of Free Cash Flow(*) | Performance Achievement % | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 25% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  75. Absolute Stock Price Modifier

    Absolute Stock Price Modifier The HR and Compensation Committee and the Board view the inclusion of Absolute Stock Price as critical because it ties executive officer compensation to the shareholder experience and the creation of shareholder value, and it aligns the interests of executive officers with those of Teva and its shareholders. If the weighted average of the earning percentages for Net Revenue Growth and Free Cash Flow is less than 100%, then the modifier will not apply. If the weighted average of the earning percentages for Net Revenue Growth and Free Cash Flow is greater than 100%, then the weighted average is multiplied by an Absolute Stock Price modifier. As noted above, strong performance, as measured by the other two metrics, is fully rewarded only if it also results in meaningful stock price growth. The HR and Compensation Committee will calculate the December trading day average ending on the last trading day of the last month of the performance period at the end of December 2027. If the average for the end of 2027 is less than a set stock price as approved by the HR and Compensation Committee and the Board for December 2024, then any weighted average earning percentage of the two financial metrics above 100% will be reduced to 100%. If the average for the end of 2027 is greater than the set stock price, then any weighted average earning percentage above 100% will be multiplied by a modifier based on the Absolute Stock Price. The HR and Compensation Committee will calculate the Absolute Stock Price to use based on the highest price within a 30 consecutive trading day period within 2027, where each day’s price is the 15-trading day average price. There is a cap on the final earning percentage, as modified by any potential modifier, of 250%. The product of (1) the weighted average of the earning percentages for the two metrics and (2) the Absolute Stock Price modifier is multiplied by the target number of PSUs granted to each of the executive officers to determine the final number of PSUs earned by each individual. Ultimately, the HR and Compensation Committee approves and presents the performance achievement percentages, the calculation of the average earning percentage and the Absolute Stock Price modifier (if applicable), and the determination of the number of PSUs earned by each executive officer to the Board for its review and approval.

  76. 2025 Grants of PSUs and RSUs

    2025 Grants of PSUs and RSUs In making determinations about 2025 long-term equity incentive grants to executive officers, the HR and Compensation Committee and the Board considered, among other things: sustained performance; criticality of contributions to Teva; comparison against our Peer Group; the executive officer’s role, skills, experience and development; internal fairness among executive officers; current value of prior granted equity and pay mix. The portion of executive officer compensation that is composed of these equity vehicles is “at risk” and directly aligned with shareholder value creation. The following table sets forth the 2025 annual grant date fair values at target approved by the HR and Compensation Committee and the Board for the CEO and the other NEOs. As described above, the amounts for the CEO reflect an additional grant of PSUs and RSUs to bring the total value into alignment with the updated CEO Terms of Office and Employment approved by shareholders at the 2025 annual meeting.

  77. 2025 Grants of PSUs and RSUs

    | Executive | PSUs ($)(*) | RSUs ($)(*) | Total ($)(*) | | Richard Francis | $8,400,000 | $3,600,000 | $12,000,000 | | Eli Kalif | $2,533,333 | $1,266,667 | $3,800,000 | | Dr. Eric A. Hughes | $2,500,000 | $1,250,000 | $3,750,000 | | Christine Fox | $2,266,667 | $1,133,333 | $3,400,000 | | Evan Lippman | $1,600,000 | $800,000 | $2,400,000 |

  78. 2025 Grants of PSUs and RSUs

    | (*) | Equity values have been rounded to the nearest $10,000. |

  79. 2025 Grants of PSUs and RSUs

    Consistent with historical practice, the dollar value allocated to PSUs was converted to a number of units, based on the grant date fair value as determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718. The dollar amount allocated to RSUs was converted to a number of shares using the fair market value on the grant date.

  80. 2023-2025 PSU Payout

    2023-2025 PSU Payout In 2023, the HR and Compensation Committee and the Board selected Net Revenue from Innovative Products, Net Revenue from All Other Products and non-GAAP Operating Profit as metrics for the PSUs and granted PSUs with performance-based vesting requirements for the three-year performance period of 2023-2025. In addition, strong performance, as measured by the other three operating metrics, was only to be fully rewarded if it also resulted in above-median shareholder returns. The HR and Compensation Committee and the Board viewed the inclusion of Total Shareholder Return as critical because it tied executive officer compensation to the shareholder experience and the creation of shareholder value, and it aligned the interests of executive officers with those of Teva and its shareholders. The relative TSR modifier for the 2023 award could decrease or increase the average earning percentage by up to 10%. By measuring our stock performance relative to peers, it mitigated the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management, and it provided rewards that are more directly aligned with performance through different economic cycles. In connection with the 2023 PSU grants, the number of PSUs earned by the NEOs who were executive officers at the time the grants were made has been determined in two steps as follows. In step one, there were three Company financial performance measures, 2023-2025 Net Revenue from Innovative Products (25% weighting), 2023-2025 Net Revenue from All Other Products (25% weighting) and 2023-2025 non-GAAP Operating Profit (50% weighting). For each of these measures, the HR and Compensation Committee and the Board determined the Company’s performance achievement percentage for each year in the three-year period relative to the target set according to the annual business plan for each year. In 2023, at the beginning of the performance period, Mr. Francis had just taken over as CEO and began formulating the Pivot to Growth strategy, which he launched in May of that year. Because the strategy had not yet been set when the goals were adopted, the metrics utilized three one-year periods. The HR and Compensation Committee and the Board then calculated the average annual performance achievement percentage for the three-year period. The average three-year performance achievement percentage was then converted to an earning percentage based on the following:

  81. 2023-2025 PSU Payout

    | Level of Achievement of Objectives(*) | % Achievement of Target | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 62.5% | | Target | 100% | 100% | | Maximum | 120% | 150% |

  82. 2023-2025 PSU Payout

    | (*) | Linear interpolation was used to determine the applicable earning percentage between levels. |

  83. 2023-2025 PSU Payout

    The HR and Compensation Committee and the Board then calculated the average of the earning percentages for the three performance measures. In step two, this average of the earning percentages was multiplied by a modifier that was determined based on our TSR performance relative to the companies included in the peer group used as a reference point for 2023 compensation decisions for the three-year period, as set forth below.

  84. 2023-2025 PSU Payout

    | Level of Achievement of Relative TSR(*) | Relative TSR Ranking | Modifier | | Threshold | Up to 25th percentile | 90% | | | | (i.e., 10% less than unmodified average of the earning percentages) | | Target | 50th percentile | 100% | | Maximum | 75th percentile | 110% |

  85. 2023-2025 PSU Payout

    | (*) | Linear interpolation was used to determine the applicable modifier. |

  86. 2023-2025 PSU Payout

    The product of (1) the average of the earning percentages and (2) the relative TSR modifier was multiplied by the target number of PSUs granted to the NEOs, to determine the final number of PSUs earned by each individual, except that the number of PSUs to be issued could not exceed 165% of the target number of PSUs. As shown in the table below, the HR and Compensation Committee and the Board approved an average earning percentage of 116% which was then subject to a relative TSR modifier, which adjusted the earning percentage to be 110% of the actual earning percentage, resulting in a modified earning percentage of 128%.

  87. 2023-2025 PSU Payout

    | Weighting | Performance Metric | Target (100%) ($B)(*) | Actual Results ($B)(*) | Achievement % | Earning % | | 25% | Net Revenue from Innovative Products | $12.3B | $13.8B | 112% | 131% | | 25% | Net Revenue from All Other Products | $35.0B | $34.9B | 100% | 99% | | 50% | Non-GAAP Operating Income | $12.6B | $13.5B | 107% | 118% | | Weighted Average: | | | | | 116% | | Relative TSR Modifier (+10%, reflecting 100th percentile) | | | | | 110% | | Final Earning % | | | | | 128% |

  88. 2023-2025 PSU Payout

    | (*) | Targets and actuals represent an aggregate of the individual years in the performance period. We utilized foreign exchange rates used for setting our business plan for each relevant year when determining performance achievement and excluded the contributions and performance of TAPI and the business venture in Japan in 2025. |

  89. 2023-2025 PSU Payout

    Based on this outcome, the NEOs earned Teva PSUs in respect of their 2023-2025 PSU awards as follows (Ms. Fox and Mr. Lippman had not joined Teva in 2023 when these PSUs were granted):

  90. 2023-2025 PSU Payout

    | Executive | Target Award (# of PSUs) | Final Earning Percentage(*) | Final Award (# of PSUs) | | Richard Francis | 697,211 | 128% | 891,315 | | Eli Kalif | 110,668 | 128% | 141,478 | | Dr. Eric A. Hughes | 110,668 | 128% | 141,478 |

  91. 2023-2025 PSU Payout

    | (*) | Percentages have been rounded to the nearest whole percentage. |

  92. CEO Sign-on PSU Payout

    CEO Sign-on PSU Payout As previously disclosed, in connection with the appointment of Mr. Francis as CEO effective January 1, 2023, Mr. Francis was granted a sign-on PSU award with a target grant date fair value of $5 million. The PSU award was earned based on achievement over the 2023-2025 performance period relative to four performance goals, each weighted equally: 1) Non-GAAP Operating Margin; 2) Net Debt reduction; 3) Objectives related to Teva’s Sustainability-Linked Bonds, including greenhouse gas emissions reductions, regulatory submissions of medicines on the WHO Essential Medicines List in low and middle income countries, and increases in access to medicines program product volume; and 4) Revenue growth of a specified compound annual growth. The HR and Compensation Committee and the Board determined the Company’s performance achievement percentage as of the end of 2025. For three of these four measures (non-GAAP operating margin, net debt reduction, and revenue growth), the performance achievement percentage was converted to an earning percentage based on the following:

  93. CEO Sign-on PSU Payout

    | Level of Achievement of Objectives(*) | Achievement % of Target | Earning Percentage | | Below Threshold | Below 85% | 0% | | Threshold | 85% | 85% | | Target | 100% | 100% | | Maximum | 120% | 120% |

  94. CEO Sign-on PSU Payout

    | (*) | Linear interpolation was used to determine the applicable earning percentage between levels. |

  95. CEO Sign-on PSU Payout

    For the objectives related to the Sustainability-Linked Bonds, achievement must have been 100% to earn any payout for that category of goals. Achievement above 100% was converted to an earning percentage based on the table above. The HR and Compensation Committee and the Board then calculated the weighted average of the earning percentages for the four performance measures. The number of PSUs earned was determined by multiplying the target number of PSUs granted by the PSU earning percentage. The HR and Compensation Committee and the Board approved an average earning percentage of 115% based on the following:

  96. CEO Sign-on PSU Payout

    | Weighting | Performance Metric by end of 2025 | Target (100%) | Actual Results(1) | Achievement %(2) | Earning % | | 25% | Non-GAAP Operating Margin | 28% | 30% | 106% | 106% | | 25% | Net Debt Reduction | $13.4B | $12.7B | 115% | 115% | | 25% | Revenue Growth CAGR | 1% | 10.5% | 120% | 120% | | 25% | Sustainability Linked-Bond Targets | Goals related to regulatory submissions, access to medicines program product volume, greenhouse gas emissions reduction | Exceeded | 119% | 119% | | Final Earning % | | | | | 115% |

  97. CEO Sign-on PSU Payout

    | (1) We utilized foreign exchange rates used for setting our business plan for each relevant year when determining performance achievement and excluded the contributions and performance of TAPI and the business venture in Japan in 2025. |

  98. CEO Sign-on PSU Payout

    | (2) Cap of 120% performance was applied to relevant achievement levels. |

  99. CEO Sign-on PSU Payout

    Goals related to regulatory submissions, access to medicines program product volume, greenhouse gas emissions reductions Based on this outcome, Mr. Francis earned Teva PSUs in respect of his sign-on PSU award as follows:

  100. CEO Sign-on PSU Payout

    | Executive | Target Award (# of PSUs) | Final Earning Percentage(*) | Final Award (# of PSUs) | | Richard Francis | 538,851 | 115% | 620,110 |

  101. CEO Sign-on PSU Payout

    | (*) | Percentage has been rounded to the nearest whole percentage. |

  102. Appointment of Evan Lippman as Executive Vice President, Business Development

    Appointment of Evan Lippman as Executive Vice President, Business Development Effective March 31, 2025, the Board appointed Evan Lippman as the Company’s Executive Vice President, Business Development. In connection with his appointment, Mr. Lippman is entitled to receive (i) an annual base salary of $680,000; (ii) a target bonus equal to 100% of his annual base salary; (iii) PSUs with a target value of approximately $1,600,000; and (iv) RSUs with a target value of approximately $800,000. The RSUs and PSUs are subject to the same performance and vesting conditions described above for the grants made in 2025. Mr. Lippman also received the following sign-on compensation in consideration of certain equity grants from Mr. Lippman’s prior employer that were forfeited upon his resignation: (a) cash of $700,000 and (b) RSUs with a target value of $2,500,000. Mr. Lippman agreed to certain restrictive covenants, including non-competition, non-solicitation, non-disclosure and non-disparagement covenants, and assignment of inventions.

  103. Israel

    Israel Israeli law generally requires severance pay equal to one month’s salary for each year of employment upon the termination of an employee’s employment due to retirement, death, termination without cause and other circumstances as defined under Israeli law. We make monthly contributions on behalf of our executive officers on Israel payroll to pension plans. These funds provide a combination of pension allowance and/or insurance and severance pay benefits to the executive officers. We contribute 7.5% of an NEO’s monthly salary to the pension component (including disability insurance) and 8.33% of the NEO’s monthly salary to the severance component, and the employee contributes an amount between 6% and 7% of the monthly salary to the pension component. The contributions to the severance component are on account of Teva’s obligation to pay severance upon termination as referenced above. Our CEO is entitled to similar contributions on behalf of the Company as a pension contribution and on account of severance. Accordingly, a substantial part of our statutory severance obligation is covered by these monthly contributions. Generally, in addition, our NEOs on Israel payroll (excluding those on relocation), like all of our employees in the country, are entitled to participate in a study fund plan, pursuant to which each employee who participates in the plan contributes an amount equal to 2.5% of his or her monthly salary to the study fund and Teva contributes to this fund or pays 7.5% of his or her monthly salary. Furthermore, as is very common and accepted market practice in Israel, we provide eligible employees, including our NEOs on Israel payroll, with a car or car allowance. This is the norm in Israel and this benefit is provided to a broad range of our employees. This benefit is similarly provided in other countries where it is typical market practice.

  104. Security

    | • | unvested time-based restricted shares and RSUs. |

  105. Security

    | • | unvested PSUs; and |

  106. Security

    | • | stock options, whether vested or unvested. |

  107. Security

    At the last measurement date, all NEOs are in compliance with our stock ownership guidelines, or fall within the period to attain the guideline level of stock ownership. Clawback Policy Teva maintains two policies of the Company that cover the clawback of compensation: one, the Clawback Policy, comports with the requirements of the NYSE listing standards and is triggered by an accounting restatement; the other is contained within the Company’s Compensation Policy and is triggered by not only restated financials, but also by misconduct, and which covers various forms of compensation, including cash incentives and both performance- and time-based equity incentives. Teva’s Clawback Policy adheres to the listing standards of the NYSE and the rules of the SEC. The Clawback Policy requires the HR and Compensation Committee to recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the policy, the HR and Compensation Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts. In addition to the above Clawback Policy, pursuant to the Company’s Compensation Policy, (i) executive officers are required to return any compensation paid to them on the basis of results included in financial statements that turned out to be erroneous and that were subsequently restated, during the three-year period following filing thereof, and (ii) in the event that it is discovered that an executive officer engaged in conduct that resulted in a material inaccuracy in Teva’s financial statements or caused severe financial or reputational damage to Teva, or in the event that it is discovered that an executive officer breached confidentiality and/or non-compete obligations to Teva (as determined by the Company), the Company has broad remedial and disciplinary authority, depending on the facts and circumstances of each specific event, including, termination of employment, offset to, or cancellation of, outstanding performance or time-based grants or opportunities affected by such actions. Anti-Hedging and Anti-Pledging Policies Our directors and executive officers are prohibited from hedging their equity-based awards and any other Teva securities held by them (whether they are subject to transfer restrictions or not), such as purchasing or selling options on Teva securities, purchasing or selling puts, calls, straddles, equity swaps or other derivative securities linked to Teva’s securities, or engaging in “short” sales on Teva securities. This policy applies to each director and each executive officer until one year after the director’s or executive officer’s termination or retirement. Our employees are also strongly discouraged from participating in any transaction in which profit is earned through a decline in value of Teva securities, such as short sales or hedges. Directors and executive officers are prohibited from pledging or using their equity-based awards and any other Teva securities held by them (whether they are subject to transfer restrictions or not) as collateral for loans. Risk Considerations and Assessment Our compensation elements are designed to include mechanisms that reduce incentives to expose Teva to imprudent risks that may harm the Company or our shareholders in the short- and long-term. This is achieved by using tools such as (i) placing maximum limits on payouts under short- and long-term incentives; (ii) measuring performance using key performance indicators that are designed to reduce incentives to take excessive risks; (iii) using compensation vehicles with multiple performance measures to diversify performance incentives; (iv) granting a mix of equity-based compensation types that have long-term vesting schedules, which tie the awards to a longer performance cycle; (v) requiring clawback of compensation payments in certain circumstances; and (vi) aligning executive officer interests with Teva and shareholders through meaningful stock ownership guidelines. While the Board and the Audit Committee have overall responsibility for risk oversight, each of the standing committees of the Board regularly assesses risk in its area of oversight in connection with executing its responsibilities. Thus, the HR and Compensation Committee assesses the potential risks arising from our compensation program, policies and practices. The HR and Compensation Committee coordinates with our legal, human resources and other departments, considers shareholder feedback and interests and consults with its compensation consultant. The HR and Compensation Committee reviewed and discussed the assessment for 2025. The HR and Compensation Committee determined that our compensation program, policies and practices do not create risks that are reasonably likely to have a material adverse effect on Teva. Compensation Policy Requirements Pursuant to the Israeli Companies Law, arrangements between Teva and its Office Holders must generally be consistent with the Compensation Policy. However, under certain circumstances, we may approve an arrangement that is not consistent with the Compensation Policy, if the arrangement is approved by a majority of our shareholders who participate and vote, provided that (i) the majority includes a majority of the votes cast by shareholders who participate and vote (abstentions are disregarded) who (A) are not controlling shareholders and (B) do not have a personal benefit or other interest in the matter, or (ii) the votes cast against the arrangement by shareholders who are not controlling shareholders and who do not have a personal benefit or other interest in the matter who participate and vote constitute two percent or less of the voting power of the Company (a “disinterested majority”). In addition, pursuant to the Israeli Companies Law, the Terms of Office and Employment of Office Holders generally require the approval of the HR and Compensation Committee and the Board. The Terms of Office and Employment as applicable to directors, including with respect to other positions in the Company, further require the approval of the shareholders by a simple majority. The Terms of Office and Employment with respect to a CEO (who is not a director) generally require the approval of the shareholders by the disinterested majority referenced in the immediately preceding paragraph. Pursuant to regulations promulgated under the Israeli Companies Law, shareholder approval is not required with respect to Terms of Office and Employment granted to a director or a CEO for the period following his or her appointment until the next general meeting of shareholders, provided these terms are (i) approved by the HR and Compensation Committee and the Board, (ii) consistent with the Compensation Policy and (iii) on similar or less favorable terms than those of the person’s predecessor. In addition, under certain circumstances, shareholder approval is not required with respect to the Terms of Office and Employment of a candidate for CEO if the HR and Compensation Committee determines that the engagement will be impaired if the approval is pursued, provided that the terms are consistent with the Compensation Policy. Under certain circumstances, if the Terms of Office and Employment of Office Holders who are not directors are not approved by the shareholders, where such approval is required, the HR and Compensation Committee and the Board may nonetheless approve such terms. In addition, non-material amendments of the Terms of Office and Employment of Office Holders who are not directors may be approved by the HR and Compensation Committee only and

  108. Security

    non-material amendments of the Terms of Office and Employment of Office Holders who are not directors and excluding the CEO may be approved by the CEO only, provided such approvals are permitted under the Compensation Policy and consistent therewith. Accordingly, pursuant to our Compensation Policy, our CEO is authorized to approve changes in terms for any other executive officer with respect to any calendar year, provided that it does not exceed the value of such executive officer’s one-month base salary, unless determined otherwise by the HR and Compensation Committee and the Board. Equity Granting Practices The Company did not grant any share options to executive officers, including NEOs, in the last completed fiscal year. In recent years, the HR and Compensation Committee’s equity compensation awards have included only PSUs and RSUs; the last time that share options were issued to executive officers was in 2018. In late January or early February of each year, the HR and Compensation Committee and the Board review and approve the value and amount of the equity compensation to be awarded to executive officers. The grant of approved equity awards then typically occurs in late February or early March, which is after the filing of the company’s Annual Report on Form 10-K, which is generally filed in mid-February as well as after the Company’s fourth quarter and year-end earnings release, which is generally filed on Form 8-K in late January or early February. The value of the grant for non-employee directors is approved by shareholders and is typically granted in early June, after the annual general meeting of shareholders. The HR and Compensation Committee and the Board do not generally grant share options or other equity awards during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The HR and Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Share options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Accounting Considerations We follow Financial Accounting Standards Board ASC Topic 718 for our equity-based compensation awards. In accordance with FASB ASC Topic 718, equity-based compensation cost is measured at the grant date, or with respect to performance-based awards, the service inception date, based on the estimated fair value of the awards using a variety of assumptions. This calculation is performed for accounting purposes and, as applicable, reported in the compensation tables, even though recipients may never realize any value from their awards. We record this expense on an ongoing basis over the requisite employee service period. Accounting rules also require us to record cash compensation as an expense at the time the obligation is incurred. HR and Compensation Committee Report The HR and Compensation Committee has reviewed and discussed this “Compensation Discussion and Analysis” section of this Proxy Statement with our executives. Based upon this review and discussions, the HR and Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement. This HR and Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended (the “

  109. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  110. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Richard Francis President and Chief Executive Officer | 2025 | 1,700,000 | — | 11,999,970 | — | 4,827,405 | — | 641,334 | 19,168,709 | | | 2024 | 1,600,000 | 1,500,000 | 8,999,988 | — | 2,885,100 | — | 533,859 | 15,518,947 | | | 2023 | 1,600,000 | 1,500,000 | 18,999,993 | — | 2,600,000 | — | 1,006,887 | 25,706,880 | | Eli Kalif Executive Vice President, Chief Financial Officer | 2025 | 1,012,687 | — | 3,799,989 | — | 1,788,633 | — | 360,682 | 6,961,991 | | | 2024 | 856,486 | — | 3,749,975 | — | 1,269,123 | — | 299,475 | 6,175,059 | | | 2023 | 781,918 | — | 2,999,984 | — | 880,504 | — | 281,426 | 4,943,832 | | Dr. Eric Hughes Executive Vice President, Global R&D and Chief Medical Officer | 2025 | 829,231 | — | 3,749,983 | — | 1,569,817 | — | 149,902 | 6,298,933 | | | 2024 | 753,846 | — | 3,749,975 | — | 1,116,748 | — | 134,218 | 5,754,787 | | Christine Fox Executive Vice President, US Commercial | 2025 | 849,231 | — | 3,399,977 | — | 1,607,679 | — | 38,274 | 5,895,161 | | | 2024 | 800,000 | — | 3,299,990 | — | 1,085,120 | — | 32,913 | 5,218,023 | | Evan Lippman Executive Vice President, Business Development | 2025 | 496,923 | 700,000 | 4,899,975 | — | 1,074,808 | — | 50,303 | 7,222,009 |

  111. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  112. 2025 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares or Share | Grant Date Fair Value of Share and Option | | Name | Approval Date | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($) | | Richard Francis | | | Annual Incentive | 1,673,438 | 2,550,000 | 5,100,000 | | | | | | | | 1/28/2025 | 3/5/2025 | PSU | | | | 99,057 | 396,226 | 990,565 | | 6,299,993 | | | 1/28/2025 | 3/5/2025 | RSU | | | | | | | 169,811 | 2,699,995 | | | 6/5/2025 | 6/5/2025 | PSU (4) | | | | 30,435 | 121,739 | 304,347 | | 2,099,998 | | | 6/5/2025 | 6/5/2025 | RSU (4) | | | | | | | 52,173 | 899,984 | | Eli Kalif | | | Annual Incentive | 664,576 | 1,012,687 | 2,025,373 | | | | | | | | 1/28/2025 | 3/5/2025 | PSU | | | | 39,833 | 159,329 | 398,322 | | 2,533,331 | | | 1/28/2025 | 3/5/2025 | RSU | | | | | | | 79,664 | 1,266,658 | | Dr. Eric Hughes | | | Annual Incentive | 544,183 | 829,231 | 1,658,461 | | | | | | | | 1/28/2025 | 3/5/2025 | PSU | | | | 39,308 | 157,232 | 393,080 | | 2,499,989 | | | 1/28/2025 | 3/5/2025 | RSU | | | | | | | 78,616 | 1,249,994 | | Christine Fox | | | Annual Incentive | 557,308 | 849,231 | 1,698,462 | | | | | | | | 1/28/2025 | 3/5/2025 | PSU | | | | 35,640 | 142,557 | 356,392 | | 2,266,656 | | | 1/28/2025 | 3/5/2025 | RSU | | | | | | | 71,278 | 1,133,320 | | Evan Lippman | | | Annual Incentive | 446,250 | 680,000 | 1,360,000 | | | | | | | | 2/13/2025 | 5/14/2025 | RSU | | | | | | | 148,016 | 2,499,990 | | | 2/13/2025 | 5/14/2025 | PSU | | | | 23,683 | 94,730 | 236,825 | | 1,599,990 | | | 2/13/2025 | 5/14/2025 | RSU | | | | | | | 47,365 | 799,995 |

  113. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  114. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | | Stock Awards | | | | | | Name | Award Type | Grant Date | Number of Shares or Units of Shares That Have Not Vested (#)(1) | Market Value of Shares or Units of Shares That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | Vesting Schedule(5) | | Richard Francis | RSU | 2/15/2023 | 161,656 | 5,045,284 | | | 33% in 2024, 2025 and 2026 | | | | 3/3/2023 | 134,462 | 4,196,559 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | 150,669 | 4,702,379 | | | 25% in 2025, 2026, 2027 and 2028 | | | | 3/5/2025 | 169,811 | 5,299,801 | | | 25% in 2026, 2027, 2028 and 2029 | | | | 6/5/2025 | 52,173 | 1,628,319 | | | 25% in 2026, 2027, 2028 and 2029 | | | PSU | 2/15/2023 | 620,110 | 19,353,633 | | | 100% in 2026 | | | | 3/3/2023 | 891,315 | 27,817,941 | | | 100% in 2026 | | | | 3/4/2024 | | | 468,750 | 14,629,688 | 100% in 2027, subject to performance | | | | 3/5/2025 | | | 99,057 | 3,091,569 | 100% in 2028, subject to performance | | | | 6/5/2025 | | | 30,435 | 949,876 | 100% in 2028, subject to performance | | Eli Kalif | RSU | 3/4/2022 | 33,512 | 1,045,910 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | 99,602 | 3,108,578 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | 69,754 | 2,177,022 | | | 25% in 2025, 2026, 2027 and 2028 | | | | 3/5/2025 | 79,664 | 2,486,313 | | | 25% in 2026, 2027, 2028 and 2029 | | | PSU | 3/3/2023 | 141,478 | 4,415,528 | | | 100% in 2026 | | | | 3/4/2024 | | | 186,011 | 5,805,403 | 100% in 2027, subject to performance | | | | 3/5/2025 | | | 39,833 | 1,243,188 | 100% in 2028, subject to performance | | Dr. Eric Hughes | RSU | 8/1/2022 | 52,744 | 1,646,140 | | | 25% in 2023, 2024, 2025, and 2026 | | | | 3/3/2023 | 49,801 | 1,554,289 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | 69,754 | 2,177,022 | | | 25% in 2025, 2026, 2027 and 2028 | | | | 3/5/2025 | 78,616 | 2,453,605 | | | 25% in 2026, 2027, 2028 and 2029 | | | PSU | 3/3/2023 | 141,478 | 4,415,528 | | | 100% in 2026 | | | | 3/4/2024 | | | 186,011 | 5,805,403 | 100% in 2027, subject to performance | | | | 3/5/2025 | | | 39,308 | 1,226,803 | 100% in 2028, subject to performance | | Christine Fox | RSU | 11/20/2023 | 126,984 | 3,963,171 | | | 25% in 2024, 2025, 2026 and 2027 | | | | 3/4/2024 | 61,384 | 1,915,795 | | | 25% in 2025, 2026, 2027 and 2028 | | | | 3/5/2025 | 71,278 | 2,224,586 | | | 25% in 2026, 2027, 2028 and 2029 | | | PSU | 3/4/2024 | | | 163,690 | 5,108,765 | 100% in 2027, subject to performance | | | | 3/5/2025 | | | 35,640 | 1,112,324 | 100% in 2028, subject to performance | | Evan Lippman | RSU | 5/14/2025 | 148,016 | 4,619,579 | | | 50% in 2026, and 25% in 2027 and 2028 | | | RSU | 5/14/2025 | 47,365 | 1,478,262 | | | 25% in 2026, 2027, 2028 and 2029 | | | PSU | 5/14/2025 | | | 23,683 | 739,146 | 100% in 2028, subject to performance |

  115. 2025 Outstanding Equity Awards at Fiscal Year-End

    None of the NEOs held any stock options outstanding as of December 31, 2025.

  116. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) Amounts disclosed in this column reflect the number of unvested RSUs granted that were subject to time-based vesting and the number of unvested PSUs granted and earned for the 2023-2025 performance period. The number of PSUs reported in this column takes into consideration the PSUs that were earned and that vested in February 2026 and in March 2026 for the 2023-2025 performance period at their actual payout percentage equal to 115% and 128%, respectively, of target performance. As of December 31, 2025, the relevant performance period had been completed and in January 2026 the HR and Compensation Committee and Board determined the performance results and the awards fully vested thereafter. See “2025 Potential Payments Upon Termination or Change in Control” for information on the treatment of RSUs and PSUs upon retirement, death, disability, termination or change in control. |

  117. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) Amounts disclosed in this column reflect the market value of the RSUs and PSUs reported in the preceding column using the closing price of a Teva share as reported on the NYSE on December 31, 2025, the last trading day of the year, multiplied by the number of shares underlying each award. This column does not include the value of dividends paid on our ordinary shares during the performance period as no dividends accrue on unvested RSUs and PSUs. |

  118. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (3) Amounts disclosed in this column reflect the number of unearned and unvested PSUs held by our NEOs, based on achievement of all applicable performance goals at the target level for the open performance cycle ending in 2026 and at threshold level for the open performance cycle ending in 2027. PSUs generally vest following completion of the applicable performance cycle and following the date on which the HR and Compensation Committee and Board certify whether the performance conditions have been achieved. The actual number of PSUs that will be earned in respect of these unvested awards, if any, will be determined at the end of each performance cycle and might be less or more than the number shown in this column. For more information, see “2025 Potential Payments Upon Termination or Change in Control” for information on the treatment of PSUs upon retirement, death, disability, termination or change in control. |

  119. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) Amounts disclosed in this column reflect the market value of the unvested PSUs held by our NEOs and reported in the preceding column using the closing price of a Teva share as reported on the NYSE on December 31, 2025, the last trading day of the year, multiplied by the number of shares underlying each award. This column does not include the value of dividends paid on our ordinary shares during the performance period as no dividends accrue on unvested PSUs. |

  120. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (5) This column discloses the vesting status and vesting schedule of outstanding awards held by our NEOs as of December 31, 2025, which generally vest on the relevant anniversary of the date of grant. |

  121. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The table below shows the number of shares each of our NEOs acquired and the values they realized upon the vesting of PSUs and RSUs during 2025. Values are shown before payment of any applicable withholding taxes or brokerage commissions. There were no stock options exercised by the NEOs in 2025.

  122. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Richard Francis | 279,109 | 4,542,318 | | Eli Kalif | 311,122 | 4,901,434 | | Dr. Eric Hughes | 100,893 | 1,574,380 | | Christine Fox | 83,953 | 1,862,619 | | Evan Lippman | — | — |

  123. 2025 Option Exercises and Stock Vested

    | (1) Amounts disclosed in this column reflect the total number of PSUs and RSUs that vested during 2025. |

  124. 2025 Option Exercises and Stock Vested

    | (2) Amounts disclosed in this column reflect the total dollar value realized upon vesting of the PSUs and RSUs, as calculated based on the price of a Teva share on the vesting date, multiplied by the total number of shares that vested on such date. |

  125. 2025 Pension Benefits

    2025 Pension Benefits None of our NEOs participate in or have accrued benefits under qualified or non-qualified defined benefit plans sponsored by us.

  126. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  127. 2025 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FY ($)(4) | | Dr. Eric Hughes | Supplemental Deferred Compensation Plan | 90,623 | 95,759 | 42,903 | — | 390,519 | | Evan Lippman | Supplemental Deferred Compensation Plan | 28,246 | 28,246 | 3,384 | — | 59,876 |

  128. 2025 Nonqualified Deferred Compensation

    | (1) Amounts disclosed in this column reflect elective deferrals made by our NEOs and are included in the amounts reported as “Salary” and “Non-Equity Incentive Plan Compensation,” in the Summary Compensation Table above. |

  129. 2025 Nonqualified Deferred Compensation

    | (2) Amounts disclosed in this column are included within the amount reported in the “All Other Compensation” column of the Summary Compensation Table above. |

  130. 2025 Nonqualified Deferred Compensation

    | (3) Amounts disclosed in this column include earnings on the Supplemental Deferred Compensation Plan as well as changes in the values of the underlying accounts. None of the amounts disclosed in this column were reported in the Summary Compensation Table because the Company does not credit above-market or preferential earnings on deferred compensation. |

  131. 2025 Nonqualified Deferred Compensation

    | (4) Amounts disclosed in this column reflect the cumulative value of the NEO’s contributions and Company matching contributions, which have been included in the amounts reported as “Salary”, “Non-Equity Incentive Plan Compensation,” and “All Other Compensation,” in the applicable Summary Compensation Tables, and investment earnings thereon. Under the applicable rules of the plan, this amount is not yet vested for Mr. Lippman. The amount for Dr. Hughes includes $390,519 that has been disclosed in the Summary Compensation Table in previous years. Dr. Hughes is fully vested in these amounts. |

  132. 2025 Nonqualified Deferred Compensation

    Teva’s U.S. subsidiaries provide a tax qualified defined contribution 401(k) Retirement Savings Plan for the benefit of employees. Under this plan, contribution amounts have been determined based on specified percentages of pay. The Code limits the benefits that may be available pursuant to the 401(k) plan. As a complement to this plan, the Company maintains a supplemental retirement plan, the Supplemental Deferred Compensation Plan, to bridge the gap between legally mandated limits on qualified plan benefits and the retirement benefits offered at comparable public companies, and to provide participants with supplemental benefits. While the Company has formally funded the 401(k) plan match contribution, the Supplemental Deferred Compensation Plan is not formally funded.

  133. Supplemental Deferred Compensation Plan

    Supplemental Deferred Compensation Plan The Supplemental Deferred Compensation Plan is a nonqualified, unfunded deferred compensation plan under which certain eligible employees may defer up to 75% of base salary, annual bonuses and sales bonuses, into the Plan. The Company matches 100% of the first 6% of all eligible compensation deferred above the IRS qualified compensation limit, and makes restorative matching contributions to restore the Company match amounts that were lost to the participant under the 401(k) Retirement Savings Plan. Participants are vested in 100% of Company contributions once three years of service are completed. There are 26 investment options within the Supplemental Deferred Compensation Plan, and participants may change their investment allocations. Contributions plus earnings are paid out of the general assets of the Company. Participants that are age 55 with at least 15 years of service or age 65 with five years of service are retirement eligible, and may receive payment from the Plan in a lump sum or in annual installments for up to 20 years beginning on the first distribution date (January or July) that is at least 13 months after their retirement. Participants that terminate employment prior to retirement receive a lump sum beginning on the first distribution date that is at least six months after termination. Participants may change their distribution election at least 12 months prior to the originally scheduled payment date and as long as the change results in the payment date being delayed at least five years.

  134. 2025 Potential Payments Upon Termination or Change in Control

    2025 Potential Payments Upon Termination or Change in Control In connection with any termination of employment, including if there is a termination in connection with a change in control of the Company, our NEOs would be eligible to receive certain payments, benefits and treatment of the various forms of equity that the NEO holds (provided, in some cases, that certain conditions are met). The amounts that the NEOs would receive are set forth below for the following types of termination of employment: termination for cause, death, disability, retirement, termination without cause, resignation for good reason, resignation without good reason and a termination in connection with a change in control of the Company. In accordance with SEC rules, we have used certain assumptions in determining the amounts shown. We have assumed that the termination of employment or change in control occurred on December 31, 2025, the last business day of the year, and that the value of a Teva share on that day was $31.21, the closing price on the NYSE on December 31, 2025, the last trading day of 2025. Under these SEC rules, the potential payments upon termination do not include certain distributions or benefits which are not enhanced or accelerated by a qualifying termination of employment or change in control. These payments and benefits are referred to as “vested benefits” and include:

  135. 2025 Potential Payments Upon Termination or Change in Control

    | • | Amounts payable when employment terminates under programs generally applicable to the Company’s salaried employees; and |

  136. 2025 Potential Payments Upon Termination or Change in Control

    | • | Vested benefits accrued under the 401(k) and pension plans; and |

  137. 2025 Potential Payments Upon Termination or Change in Control

    | • | Vested benefits under the Supplemental Deferred Compensation Plan provided to the NEOs, as previously described in the section entitled “2025 Nonqualified Deferred Compensation.” |

  138. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control The following tables summarize the payments and benefits that the NEOs would receive upon a termination without cause or resignation with good reason and completion of the required notice period as of December 31, 2025, the last business day of the year. The U.S. dollar amounts in the tables below were converted from local currency, where needed, using the December monthly average exchange rate of 3.21 Israeli shekels per U.S. dollar.

  139. 2025 Pay Ratio

    2025 Pay Ratio We have estimated the compensation of the 2025 median employee to be $74,725. The annual total compensation of our CEO was $19,168,709. The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 257 to 1. Our “median employee” is a full-time, salaried employee located in Israel. We totaled all of the elements of the employee’s compensation for 2025 in the same manner as the CEO and in accordance with SEC Summary Compensation Table disclosure requirements, which resulted in an annual total compensation of $74,725, of which $38,529 is base salary, $8,921 is non-equity incentive compensation, and $27,275 is comprised of Company contributions to a pension fund, as is required by Israeli law, other compensation such as overtime pay and other cash allowances, and Company contributions to a study fund, as is common practice for Israel-based employees of the Company. The CEO pay ratio rule permits the use of a median employee for up to three years unless there has been a meaningful change to a company’s employee population. We determined that there was no meaningful change to our employee population and therefore we used the same median employee as was used in 2024 for pay ratio purposes. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, which may include applying certain exclusions, and making reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have office headquarters in different countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their respective pay ratios.

  140. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The HR and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  141. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 1 ($) (1) | Summary Compensation Table Total for PEO 2 ($) (1) | Compensation Actually Paid to PEO 1 ($) (1)(2)(3) | Compensation Actually Paid to PEO 2 ($) (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2)(3) | Value of Initial Fixed $100 Investment based on: (4) | | Net Income ($ Millions) | Net Revenue ($ Millions) (5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | | 19,168,709 | | 54,984,668 | 6,594,524 | 13,059,337 | 323.42 | 156.35 | 1,418 | 17,258 | | 2024 | | 15,518,947 | | 40,920,263 | 5,645,290 | 12,940,595 | 228.39 | 118.45 | (1,959) | 16,544 | | 2023 | | 25,706,880 | | 26,191,537 | 4,522,802 | 4,825,132 | 108.19 | 109.31 | (615) | 15,846 | | 2022 | 15,529,138 | | 17,214,057 | | 3,977,166 | 4,426,020 | 94.51 | 107.97 | (2,499) | 14,925 | | 2021 | 14,681,772 | | 7,570,056 | | 3,740,840 | 3,075,466 | 83.01 | 113.11 | 456 | 15,878 |

  142. Pay Versus Performance Disclosure

    | (1) Kåre Schultz (PEO 1) was our PEO in 2021 and 2022. Richard Francis (PEO 2) was the CEO for the years 2023 through 2025. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  143. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Eli Kalif | Eli Kalif | Eli Kalif | Eli Kalif | Eli Kalif | | Dr. Sven Dethlefs | Dr. Sven Dethlefs | Richard Daniell | Dr. Eric Hughes | Dr. Eric Hughes | | Eric Drapé | Mark Sabag | Eric Drapé | Richard Daniell | Christine Fox | | Mark Sabag | Eric Drapé | Mark Sabag | Christine Fox | Evan Lippman |

  144. Pay Versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  145. Pay Versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards columns set forth in the Summary Compensation Table. |

  146. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO 2 ($) | Exclusion of Stock Awards and Option Awards for PEO 2 ($) | Inclusion of Equity Values for PEO 2 ($) | Compensation Actually Paid to PEO 2 ($) | | 2025 | 19,168,709 | -11,999,970 | 47,815,929 | 54,984,668 |

  147. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 6,594,524 | -3,962,481 | 10,427,294 | 13,059,337 |

  148. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  149. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 ($) | Total - Inclusion of Equity Values for PEO 2 ($) | | 2025 | 23,093,808 | 26,331,365 | 0 | -1,609,244 | 0 | 0 | 47,815,929 |

  150. Pay Versus Performance Disclosure

    | Year | Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 7,636,986 | 3,409,406 | 0 | -619,098 | 0 | 0 | 10,427,294 |

  151. Pay Versus Performance Disclosure

    | (4) The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Select Pharmaceuticals Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Dow Jones U.S. Select Pharmaceuticals Total Return Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  152. Pay Versus Performance Disclosure

    | (5) We determined Net Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for years 2021 through 2024 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  153. Pay Versus Performance Disclosure

    84 |

  154. NEO Compensation Actually Paid, Total Shareholder Return (“TSR”) and Peer Group TSR

    NEO Compensation Actually Paid, Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the Dow Jones U.S. Select Pharmaceuticals Total Return Index.

  155. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  156. NEO Compensation Actually Paid and Net Revenue

    NEO Compensation Actually Paid and Net Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Revenue during the five most recently completed fiscal years.