[6-K] Takeda Pharmaceutical Company Limited American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Takeda Pharmaceutical Company Limited (NYSE: TAK) filed a Form 6-K to furnish debt-financing exhibits related to two new U.S. dollar bond offerings issued through its subsidiary, Takeda U.S. Financing, Inc. The exhibits include the master Indenture dated 2 July 2025 and specimen note forms for:

• $1.65 billion 5.200% Guaranteed Senior Notes due 2035
• $750 million 5.900% Guaranteed Senior Notes due 2055

Legal opinions from Sullivan & Cromwell LLP and Nishimura & Asahi covering the validity of the notes are also provided. All exhibits are incorporated by reference into the company’s shelf Registration Statement on Form F-3 (File Nos. 333-288301 & 333-288301-01) filed on 25 June 2025. The filing contains no additional financial results or strategic commentary beyond the documentation of these debt instruments.

Positive

• Clear disclosure of indenture and note terms, providing transparency to bond investors.
• Filing successfully incorporates the $2.4 billion offering into an existing Form F-3 shelf, streamlining issuance.

Negative

• Document lacks financial metrics or use-of-proceeds details, offering limited insight into leverage or strategic impact.

Insights

Fixed-Income Analyst

TL;DR: Filing furnishes documents for $2.4 billion in new U.S.$ notes; adds fixed coupons of 5.2% (10-yr) and 5.9% (30-yr), no other financial data.

The 6-K is purely documentary, attaching the indenture and form of notes that underpin Takeda’s latest multi-tranche bond issuance. The amounts—$1.65 billion maturing 2035 and $750 million maturing 2055—lock in fixed coupons of 5.200% and 5.900%, respectively. By incorporating the exhibits into an effective shelf, Takeda secures the legal framework to settle these notes in the U.S. market. While the filing offers no use-of-proceeds detail, the coupons are broadly in line with recent BBB-grade pharma yields, suggesting market-standard pricing. Investors gain clarity on the legal terms, but the document lacks operational or earnings information, limiting immediate valuation impact.

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 2025

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      X                     Form 40-F           

Information furnished on this form:

EXHIBIT

Exhibit Number

4.5			Indenture, dated as of July 2, 2025, among Takeda Pharmaceutical Company Limited, as guarantor, Takeda U.S. Financing, Inc., as issuer, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York Mellon SA/SV, Dublin Branch, as Registrar.
4.6			Form of $1,650,000,000 5.200% Guaranteed Notes due 2035
4.7			Form of $750,000,000 5.900% Guaranteed Notes due 2055
5.3			Opinion of Sullivan & Cromwell LLP regarding $1,650,000,000 5.200% Senior Notes due 2035 and $750,000,000 5.900% Guaranteed Notes due 2055
5.4			Opinion of Nishimura & Asahi (Gaikokuho Kyodo Jigyo) regarding $1,650,000,000 5.200% Guaranteed Notes due 2035 and $750,000,000 5.900% Guaranteed Notes due 2055

The registrant hereby incorporates the Exhibits to this report on Form 6-K by reference into the prospectus that forms a part of the Registration Statement on Form F-3 (File Nos. 333-288301 and 333-288301-01) of the registrant and Takeda U.S. Financing, Inc., filed with the Securities and Exchange Commission on June 25, 2025.

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 2, 2025						By:			/s/ Norimasa Takeda
									Norimasa Takeda
									Chief Accounting Officer and Corporate Controller

FAQ

How much debt is Takeda Pharmaceutical (TAK) issuing in this filing?

The exhibits cover a total of $2.4 billion in U.S.-dollar notes: $1.65 billion due 2035 and $750 million due 2055.

What are the coupon rates on Takeda's new notes?

The 2035 notes carry a 5.200% coupon, while the 2055 notes carry a 5.900% coupon.

Which Takeda entity is the issuer of the bonds?

Takeda U.S. Financing, Inc. is the issuer; Takeda Pharmaceutical Company Limited guarantees the notes.

Are the bond documents part of an existing shelf registration?

Yes, all exhibits are incorporated by reference into Takeda’s Form F-3 shelf (File Nos. 333-288301 & 333-288301-01).

Does the 6-K include any earnings or strategic updates?

No. The filing is limited to legal documentation for the note issuance and contains no financial or strategic commentary.