[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 reporting the outcome of its 149th Annual Meeting of Shareholders and subsequent Board of Directors meeting held on 25 June 2025. The filing focuses exclusively on corporate governance matters and contains no financial performance data.

Board composition: The Board remains at 14 members, of which 11 (≈79%) are external directors. An external director, Masami Iijima, continues to chair the Board, underscoring Takeda’s commitment to independent oversight.

Key assignments (effective 25 June 2025):

• Christophe Weber retains dual roles as Representative Director and President & CEO.
• Milano Furuta remains Director & CFO; Andrew Plump continues as Director, President, R&D.
• Audit & Supervisory Committee: Headed by Koji Hatsukawa with three additional external members; all are within their two-year tenure and were not up for re-election.
• Nomination Committee: Six external directors; chaired by Masami Iijima. CEO Christophe Weber attends as observer only.
• Compensation Committee: Five external directors; chaired by Emiko Higashi.

Governance implications: Committees composed solely of independent directors, coupled with an external board chair, align with best-practice governance standards designed to enhance transparency, mitigate conflicts of interest, and safeguard minority shareholder rights. No changes were announced to strategic direction, capital allocation, or executive compensation structures beyond committee assignments.

Positive

• 79% of the board is independent, exceeding many governance benchmarks and reducing management influence.
• Audit, Nomination and Compensation committees are 100% external, aligning with global best practices and potentially lowering governance risk.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Independent-heavy board and fully external committees strengthen Takeda’s governance; strategic outlook unchanged.

Takeda now fields 11 independent directors out of 14, exceeding major index requirements (e.g., JPX-Nikkei 400, NYSE) and placing the company at the upper quartile for independence among large-cap Japanese issuers. Maintaining an external chair and populating all three critical committees exclusively with independents eliminates potential management dominance in nominations, pay, and audit oversight. Such structures are viewed favorably by proxy advisors (ISS, Glass Lewis) and may marginally reduce Takeda’s cost of capital by lowering perceived governance risk. However, because the assignments largely reaffirm existing roles and do not touch compensation formulas or risk oversight charters, the move is evolutionary rather than transformative for investors.

Portfolio Manager

TL;DR: Governance tweak is a mild positive but has no immediate earnings or valuation impact.

From a portfolio standpoint this 6-K triggers no change in earnings models or target price. The stock already screens well on governance metrics; keeping Weber as CEO and observer on nomination preserves continuity while appeasing independents. Committee independence may cushion downside in adverse scenarios (M&A, executive pay controversies) but does not create near-term catalysts. Overall: hold, monitor Q1 FY-25 results for fundamentals.

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 June 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 Announces New Assignments of Directors

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: June 25th, 2025						By:			/s/ Norimasa Takeda
									Norimasa Takeda Chief Accounting Officer and Corporate Controller

News Release

Takeda Announces New Assignments of Directors

OSAKA, Japan and CAMBRIDGE, Massachusetts, June 25, 2025 – Takeda (TSE:4502/NYSE:TAK) has announced new assignments of directors, determined at the Board of Directors meeting, following the 149th Annual Meeting of Shareholders, held in Osaka today.

Takeda's Board of Directors has 11 members serving as external directors out of a total of 14 members, helping to ensure transparency and objectivity. An external director will continue to chair the Board of Directors. The Audit and Supervisory Committee, the Nomination Committee and the Compensation Committee will be composed solely of external directors including their chairs.

Takeda highly values strong, independent governance and its Board of Directors helps to ensure that all decisions and actions are in the best interests of global stakeholders and aligned with the company’s values. This robust corporate governance model has been, and will continue to be, critical to Takeda's success.

Details of the new assignments are as follows:

1. New Assignment of Directors Who Are Not Audit and Supervisory Committee Members (Effective June 25, 2025)

Name			Category						Role
Christophe Weber			Internal			Existing			Representative Director, President & Chief Executive Officer
Milano Furuta			Internal			Existing			Director, Chief Financial Officer
Andrew Plump			Internal			Existing			Director, President, Research & Development
Masami Iijima			External			Existing			External Director, Chair of the Board Meeting
Ian Clark			External			Existing			External Director
Steven Gillis			External			Existing			External Director
Emiko Higashi			External			Existing			External Director
John Maraganore			External			Existing			External Director
Michel Orsinger			External			Existing			External Director
Miki Tsusaka			External			Existing			External Director

2. Directors Who Are Audit and Supervisory Committee Members

Name			Cateogry			Role
Koji Hatsukawa			External			External Director, Head of Audit and Supervisory Committee
Jean-Luc Butel			External			External Director, Audit and Supervisory Committee Member
Yoshiaki Fujimori			External			External Director, Audit and Supervisory Committee Member
Kimberly A. Reed			External			External Director, Audit and Supervisory Committee Member

Directors who are Audit and Supervisory Committee Members are within their 2-year tenure and were not subject to reelection this year.

3. New Assignment of Nomination Committee and Compensation Committee Members (Effective June 25, 2025)

Nomination committee:

Masami Iijima (Chairperson), Steven Gillis, Emiko Higashi, Michel Orsinger, Jean-Luc Butel and Yoshiaki Fujimori

(Observer: Christophe Weber)

Compensation committee:

Emiko Higashi (Chairperson), John Maraganore, Michel Orsinger, Miki Tsusaka and Kimberly A. Reed

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.

Media Contacts:

Japanese Media Aya Shishido aya.shishido@takeda.com +81 (0) 70-2819-9041 U.S. and International Media Brendan Jennings brendan.jennings@takeda.com +81 (0) 80-2705-8259

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 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 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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FAQ

What changes were disclosed in Takeda's June 2025 6-K filing?

The filing lists new assignments to the Board of Directors and its committees; no financial data or strategic changes were disclosed.

How many independent directors does Takeda (TAK) now have?

Takeda has 11 independent (external) directors out of a 14-member board, or roughly 79% independence.

Who chairs Takeda's Board of Directors after the 2025 shareholder meeting?

External director Masami Iijima continues to serve as Chair of the Board.

Are Takeda's key committees independent?

Yes. The Audit & Supervisory, Nomination, and Compensation committees are composed solely of external directors, each chaired by an independent member.

Did the 6-K include any financial performance or earnings data?

No. The document is strictly a governance update and contains no revenue, EPS, or guidance figures.