Takeda (TAK) completes long-term incentive share issuance and treasury share disposal

Rhea-AI Filing Summary

Takeda Pharmaceutical Company Limited completed the issuance of new shares and disposal of treasury shares on July 8, 2026 under its long-term incentive plan for group employees outside Japan. After a partial forfeiture of rights by some planned allottees, the company issued and disposed of 16,877,109 ordinary shares at 5,050 yen per share, comprising 10,780,950 new shares and 6,096,159 treasury shares, for a total value of 85,229,400,450 yen. Takeda states that the resulting changes from the previously planned figures are expected to have an immaterial impact on full-year financial results for the fiscal year ending March 31, 2027.

Key Figures

Total shares issued and disposed: 16,877,109 ordinary shares New shares issued: 10,780,950 shares Treasury shares disposed: 6,096,159 shares +5 more

8 metrics

Total shares issued and disposed 16,877,109 ordinary shares Under long-term incentive plan after change

New shares issued 10,780,950 shares Component of total 16,877,109 shares

Treasury shares disposed 6,096,159 shares Component of total 16,877,109 shares

Issue and disposal price 5,050 yen per share Applied to all ordinary shares in this issuance

Total value after change 85,229,400,450 yen Value of shares issued and disposed after forfeitures

Total value before change 85,794,833,800 yen Originally planned value of issuance and disposal

Employees after change 10,477 persons Planned allottees receiving 16,877,109 shares

Employees before change 10,557 persons Originally planned allottees for 16,989,076 shares

Key Terms

treasury shares, Long-Term Incentive Plan, foreign private issuer, forward-looking statements, +1 more

5 terms

treasury shares financial

"completed the issuance of new shares and disposal of treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Long-Term Incentive Plan financial

"under the Long-Term Incentive Plan for the Company Group employees outside of Japan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

foreign private issuer regulatory

"Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

forward-looking statements regulatory

"may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

treasury share disposal financial

"issuance of new shares and disposal of treasury shares"

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FAQ

What did Takeda (TAK) announce in this Form 6-K filing?

Takeda completed issuing new shares and disposing of treasury shares under a long-term incentive plan for employees outside Japan. The transaction involved 16,877,109 ordinary shares at 5,050 yen per share and is described as having an immaterial impact on the company’s full-year financial results.

How many Takeda (TAK) shares were issued and disposed under the incentive plan?

Takeda issued and disposed of 16,877,109 ordinary shares under its long-term incentive plan. This total consists of 10,780,950 new shares and 6,096,159 treasury shares, allocated to 10,477 employees of Takeda and its subsidiaries outside Japan as part of equity-based compensation.

What is the total value of Takeda’s (TAK) share issuance for the incentive plan?

The total value of the shares issued and disposed under Takeda’s long-term incentive plan is 85,229,400,450 yen. This amount is based on an issuance and disposal price of 5,050 yen per ordinary share applied to 16,877,109 shares allocated to eligible group employees.

Why did Takeda (TAK) change the number of shares in the incentive issuance?

The number of new shares and related figures changed because some planned allottees forfeited part or all of their rights. As a result, the total planned issuance decreased slightly from 16,989,076 to 16,877,109 ordinary shares, and the number of participating employees declined from 10,557 to 10,477.

What financial impact will Takeda’s (TAK) share issuance change have on FY 2026-2027?

Takeda states that the changes in share numbers and related figures will have an immaterial impact on full-year financials for the fiscal year ending March 31, 2027. This suggests the adjusted issuance scale is relatively small compared with the company’s overall financial position and operations.

What was the original plan for Takeda’s (TAK) incentive share issuance before changes?

Originally, Takeda planned to issue and dispose of 16,989,076 ordinary shares, including 10,892,917 new shares and 6,096,159 treasury shares, to 10,557 employees. After forfeitures, both the number of new shares and participating employees were reduced while the price per share remained unchanged.

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July 2026

Commission File Number: 001-38757

TAKEDA PHARMACEUTICAL COMPANY LIMITED

(Translation of registrant’s name into English)

1-1, Nihonbashi-Honcho 2-Chome

Chuo-ku, Tokyo 103-8668

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Information furnished on this form:

EXHIBIT

Exhibit Number
1						Takeda Completed Issuance of New Shares and Disposal of Treasury Shares under the Long-Term Incentive Plan for Company Group Employees Outside of Japan with Partial Forfeiture of Rights Granted to Allottees

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						TAKEDA PHARMACEUTICAL COMPANY LIMITED
Date: July 8, 2026						By:			/s/ Norimasa Takeda
									Norimasa Takeda Chief Accounting Officer and Corporate Controller

News Release

Takeda Completed Issuance of New Shares and Disposal of Treasury Shares under the Long-Term Incentive Plan for Company Group Employees Outside of Japan with Partial Forfeiture of Rights Granted to Allottees

Osaka, JAPAN and CAMBRIDGE, Massachusetts, July 8, 2026 – Takeda (“Company”) today announced that it completed the issuance of new shares and disposal of treasury shares (“Issuance of Shares”) on July 8, 2026, under the Long-Term Incentive Plan for the Company Group employees outside of Japan.

In addition, the number of new shares originally planned, and other relevant figures, have been changed due to a partial forfeiture of rights granted to previously planned allotees, as outlined below.

For details about the Issuance of Shares, please refer to the announcement dated June 9, 2026, “Notice Concerning Issuance of New Shares and Disposal of Treasury Shares under the Long-Term Incentive Plan for Company Group Employees Outside of Japan”.

1.Changes in Outline of Issuance of Shares (Changes are underlined)

			After the change			Before the change
(1)    Payment date			July 8, 2026			July 8, 2026
(2)    Type and number of shares to be issued and disposed of			16,877,109 ordinary shares of the Company, which is the total of the following: (i) 10,780,950 new shares; and (ii) 6,096,159 treasury shares.			16,989,076 ordinary shares of the Company, which is the total of the following: (i) 10,892,917 new shares; and (ii) 6,096,159 treasury shares.
(3)    Issuance and disposal price			5,050 yen per share			5,050 yen per share
(4)    Total value of shares to be issued and disposed of			85,229,400,450 yen			85,794,833,800 yen
(5)    Planned allottee			Employees of the Company and the Company’s subsidiaries; numbering 10,477 persons: 16,877,109 shares			Employees of the Company and the Company’s subsidiaries; numbering 10,557 persons: 16,989,076 shares

2.Reason for the Change

The differences between the planned and actual numbers of new shares and other relevant figures are due to the forfeiture of part or all of the rights granted to the allotees as previously planned at the time of the decision on the Issuance of Shares.

3.Outlook

The above changes will have immaterial impact on the full-year financials for the Company’s fiscal year ending on March 31, 2027.

About Takeda

Takeda is focused on creating better health for people and a brighter future for the world. We aim to discover and deliver life-transforming treatments in our core therapeutic and business areas, including gastrointestinal and inflammation, rare diseases, plasma-derived therapies, oncology, neuroscience and vaccines. Together with our partners, we aim to improve the patient experience and advance a new frontier of treatment options through our dynamic and diverse pipeline. As a leading values-based, R&D-driven biopharmaceutical company headquartered in Japan, we are guided by our commitment to patients, our people and the planet. Our employees in approximately 80 countries and regions are driven by our purpose and are grounded in the values that have defined us for more than two centuries.

For more information, visit www.takeda.com.

Contacts

Investor Relations takeda.ir.contact@takeda.com Media Relations Media_relations@takeda.com

Important Notice

For the purposes of this notice, “press release” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributed by Takeda Pharmaceutical Company Limited (“Takeda”) regarding this press release. This press release (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, exchange, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares or other securities are being offered to the public by means of this press release. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom. This press release is being given (together with any further information which may be provided to the recipient) on the condition that it is for use by the recipient for information purposes only (and not for the evaluation of any investment, acquisition, disposal or any other transaction). Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

The companies in which Takeda directly and indirectly owns investments are separate entities. In this press release, “Takeda” is sometimes used for convenience where references are made to Takeda and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to subsidiaries in general or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

Forward-Looking Statements

This press release and any materials distributed in connection with this press release may contain forward-looking statements, beliefs or opinions regarding Takeda’s future business, future position and results of operations, including estimates, forecasts, targets and plans for Takeda. Without limitation, forward-looking statements often include words such as “targets”, “plans”, “believes”, “hopes”, “continues”, “expects”, “aims”, “intends”, “ensures”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects”, “forecasts”, “outlook” or similar expressions or the negative thereof. These forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those expressed or implied by the forward-looking statements: the economic circumstances surrounding Takeda’s global business, including general economic conditions in Japan and the United States and with respect to international trade relations; competitive pressures and developments; changes to applicable laws and regulations, including drug pricing, tax, tariff and other trade-related rules; challenges inherent in new product development, including uncertainty of clinical success and decisions of regulatory authorities and the timing thereof; uncertainty of commercial success for new and existing products; manufacturing difficulties or delays; fluctuations in interest and currency exchange rates; claims or concerns regarding the safety or efficacy of marketed products or product candidates; the impact of health crises, like the novel coronavirus pandemic; the success of our environmental sustainability efforts, in enabling us to reduce our greenhouse gas emissions or meet our other environmental goals; the extent to which our efforts to increase efficiency, productivity or cost-savings, such as the integration of digital technologies, including artificial intelligence, in our business or other initiatives to restructure our operations will lead to the expected benefits; and other factors identified in Takeda’s most recent Annual Report on Form 20-F and Takeda’s other reports filed with the U.S. Securities and Exchange Commission, available on Takeda’s website at: https://www.takeda.com/investors/sec-filings-and-security-reports/ or at www.sec.gov. Takeda does not undertake to update any of the forward-looking statements contained in this press release or any other forward-looking statements it may make, except as required by law or stock exchange rule. Past performance is not an indicator of future results and the results or statements of Takeda in this press release may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.

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