TEVA PHARMACEUTICAL INDUSTRIES LTD

Termination of the ADS Program and Listing of Ordinary Shares in Lieu of ADSs

As described in our periodic reports filed with the SEC, our American depositary shares (“ADSs”) are currently listed on the New York Stock Exchange (the “NYSE”), and each ADS represents one of our ordinary shares, par value NIS 0.10 per share (the “Ordinary Share”).

We have informed Citibank, N.A. (the “Depositary”) of our intent to list our Ordinary Shares underlying the ADSs directly on the NYSE and on July 28, 2026, instructed the Depositary to terminate our existing ADS program (the “ADS Program”). The termination of the ADS Program is expected to occur at the open of business (New York time) on September 14, 2026, from which time all outstanding ADSs will be cancelled in exchange for an equal number of economically equivalent NYSE-listed Ordinary Shares. The Ordinary Shares will be listed on the NYSE in lieu of the ADSs and trade under the same symbol as the ADSs, “TEVA”. The Ordinary Shares will also continue to be listed on the Tel Aviv Stock Exchange (“TASE”) under the same symbol “TEVA”.

Following the termination of our ADS Program, the holders of ADSs will continue to be equity holders in the Company, but will hold their equity interests in the form of Ordinary Shares rather than as ADSs through the Depositary. Former holders of ADSs will no longer exercise their rights through the Depositary pursuant to the Amended Deposit Agreement (as hereinafter defined), but will instead hold our Ordinary Shares and exercise their rights as shareholders pursuant to our governing documents and applicable law. The Ordinary Shares will be equivalent and fully fungible, whether traded on the NYSE or the TASE. In connection with the direct listing of the Ordinary Shares on the NYSE, we will transfer the maintenance of our share register to Equiniti Trust Company, LLC, in its capacity as transfer agent and registrar (the “Transfer Agent”).

To implement the termination of the ADS program and provide for the mandatory exchange of ADSs for Ordinary Shares, we and the Depositary agreed to amend the Second Amended and Restated Deposit Agreement, dated as of December 4, 2018 (“Existing Deposit Agreement” and, as amended, the “Amended Deposit Agreement”), among us, the Depositary and all holders and beneficial owners of ADSs issued thereunder. The form of the Amended Deposit Agreement, which is expected to take effect on August 31, 2026, is attached hereto as Exhibit 4.1. In connection with the amendment, the Depositary will notify the ADS holders of the termination of the ADS Program. A form of such notice is attached hereto as Exhibit 99.1. We will also provide further information on the process on the investor relations section of our website, available at ir.tevapharm.com.

The implementation of the mandatory exchange and the delivery and listing of the Ordinary Shares on the NYSE remain at the discretion of our management, subject to compliance with applicable law and the rules of the NYSE and the ability of certain intermediaries to implement the contemplated structure for listing the Ordinary Shares on the NYSE. The exchange of ADSs for Ordinary Shares may be impacted by changes in, among other things: (i) the ability of third parties, including the Depositary and the Transfer Agent, to implement the contemplated structure for supporting the listing of Ordinary Shares on NYSE, including transitioning books and records to the Transfer Agent, (ii) obtaining requisite approval by the NYSE for the listing of the Ordinary Shares, and (iii) the establishment and maintenance of the contemplated structure with the Transfer Agent and the Depository Trust Company (“DTC”) to support the listing of the Ordinary Shares on the NYSE, including the eligibility of the Ordinary Shares for clearance and custody in the DTC system. The failure of any such intermediaries to implement the contemplated structure may prevent the exchange of ADSs for Ordinary Shares from being implemented on a timely basis, as contemplated, or at all, or may impact the eligibility of the Ordinary Shares for continued deposit with DTC and listing on the NYSE.

Director and Officer Rule

10b5-1

Trading Arrangements

During the fiscal quarter ended June 30, 2026, each of the following officers adopted a Rule

10b5-1

trading arrangement (as such term is defined in Item 408 of Regulation

S-K).

All trading plans are intended to satisfy the affirmative defense of Rule

10b5-1(c)

under the Exchange Act.