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

Rhea-AI Filing Summary

Takeda Pharmaceutical Company Limited (TAK) has filed a Form 6-K confirming completion of the previously announced disposal of treasury shares for its Long-Term Incentive Plan (LTIP) covering employees outside Japan.

• Shares disposed: 17,270,941 common shares (down 84,829 shares from the June 10 plan).
• Disposal price: ¥4,336 per share.
• Total value: ¥74,886,800,176 (approximately ¥368 million less than originally anticipated).
• Payment date: 8 July 2025 (unchanged).
• Participants: 10,283 employees (previously 10,346).

The change reflects the partial forfeiture of rights by certain allottees. Management states the adjustment will have an immaterial impact on FY 2025 financial results (fiscal year ending 31 Mar 2026). Because the shares come from existing treasury stock, the transaction generates no cash inflow but modestly increases the public float, implying potential dilution of roughly 1 % of total shares outstanding. Strategically, the action completes Takeda’s equity-based compensation initiative, intended to improve employee alignment with shareholder interests, and has no effect on guidance or core operations.

Positive

• Timely completion of the treasury share disposal supports management credibility.
• Use of existing treasury stock limits cash impact and avoids incremental share issuance.
• Alignment of employee and shareholder interests through equity-based compensation.

Negative

• Approximately 1 % dilution to existing shareholders’ ownership and EPS.
• Recurring LTIP grants could cumulatively pressure future per-share metrics if not offset by buybacks.

Insights

Financial Analyst

TL;DR – Minor, largely neutral transaction finalising LTIP; ~1 % dilution, no earnings impact.

The reduction from 17.36 M to 17.27 M shares trims nominal consideration by only ¥0.37 B, which is immaterial versus Takeda’s ¥4 T+ annual revenue base. As the shares were held in treasury, the company neither raises capital nor expends cash; the key implication is a slight increase in shares outstanding that could dilute EPS by about 1 %. Management’s statement that FY 2025 guidance remains unaffected supports a neutral rating. Investors should monitor cumulative dilution from recurring LTIP grants, but today’s filing does not alter the investment thesis.

Corporate Governance Expert

TL;DR – Governance-friendly step: delivers promised equity awards while adjusting for forfeitures.

Completing the LTIP disposal on schedule demonstrates procedural discipline and transparency. Adjusting share counts for forfeited rights avoids unnecessary dilution, respecting existing shareholders. Use of treasury shares, rather than new issuance, contains dilution to circa 1 %, a tolerable level for a company of Takeda’s size (≈1.6 B shares outstanding). From a governance lens, the filing signals sound oversight of equity compensation schemes. Overall impact on voting power and capital structure is negligible, supporting a neutral assessment.

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

Statement

Takeda Completes 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, 2025 – Takeda (“Company”) announced that it completed the disposal of treasury shares today, under the Long-Term Incentive Plan for the Company Group employees outside of Japan.

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

For the details, please refer to the announcement dated June 10, 2025, “Notice Concerning Disposal of Treasury Shares under the Long-Term Incentive Plan for Company Group Employees Outside of Japan”.

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

			After the change			Before the change
(1)    Payment date			July 8, 2025			July 8, 2025
(2)    Type and number of shares to be disposed of			Shares of common stock in the Company; numbering 17,270,941 shares			Shares of common stock in the Company; numbering 17,355,770 shares
(3)    Disposal price			4,336 yen per share			4,336 yen per share
(4)    Total value of shares to be disposed of			74,886,800,176 yen			75,254,618,720 yen
(5)    Planned allottee			Employees of the Company and Company’s subsidiaries; numbering 10,283 persons: 17,270,941 shares			Employees of the Company and Company’s subsidiaries; numbering 10,346 persons: 17,355,770 shares

2.Reason for the Change

The change in the number of shares for disposal and other relevant figures is due to the forfeiture of part or all of rights granted to the allotees as previously planned at the time of the decision on the disposal 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, 2026.

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 Christopher O’Reilly christopher.oreilly@takeda.com +81 (0) 90-6481-3412 Media Relations Brendan Jennings brendan.jennings@takeda.com +81 (0) 80-2705-8259

Important Notice

For the purposes of this notice, “statement” 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 release. This statement (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 statement. 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 statement 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 statement, “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 statement and any materials distributed in connection with this statement 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 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 statement 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 statement may not be indicative of, and are not an estimate, forecast, guarantee or projection of Takeda’s future results.

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FAQ

How many Takeda (TAK) shares were ultimately disposed of under the LTIP?

Takeda disposed of 17,270,941 treasury shares on 8 July 2025.

What was the disposal price per share?

Each share was transferred at ¥4,336.

Why did the number of shares change from the original plan?

Some planned allottees forfeited their rights, reducing the share count by 84,829.

Will the LTIP share disposal affect Takeda’s FY 2025 earnings?

Management states the impact on full-year financials is immaterial.

Does the transaction create dilution for existing TAK shareholders?

Yes, issuing 17.27 M shares from treasury increases the float, implying about 1 % dilution in shares outstanding.

Were new shares issued or were treasury shares used?

The company used treasury shares, so no new shares were created.