TAKEDA PHARMACEUTICAL CO LTD (TKPHF) SEC Filings, Jul-Aug 2026

Takeda Pharmaceutical Company Limited shareholder Elaine Shannon filed a notice of proposed sale of Takeda American Depositary Shares (ADSs). The filing lists up to 20,363 ADSs to be sold through Interactive Brokers LLC, with an aggregate market value of $355,334.35, and an anticipated sale date of August 11, 2026 on the NYSE. The ADSs derive from Restricted Stock Unit Awards – Vested granted as compensation in 2023 and 2024, and the filing notes a prior sale of 4,319 ADSs for $72,351.26 on July 13, 2026.

Nicola Greenway, affiliated with Takeda Pharmaceutical Company Limited, has filed to sell up to 34,603 American Depositary Shares (ADSs) of Takeda through Interactive Brokers LLC on or after August 7, 2026, with an indicated aggregate market value of $578,562.16. The ADSs were acquired primarily via vested Restricted Stock Unit Awards and participation in an Employee Stock Purchase Plan. During the past three months, Greenway has already sold 7,348 ADSs for proceeds of $123,072.06.

Takeda Pharmaceutical Company received U.S. FDA approval for ORZEYFUL (oveporexton), an oral orexin receptor 2 (OX2R) agonist indicated for the treatment of narcolepsy type 1 (narcolepsy with cataplexy) in adults. As a first-in-class orexin treatment, it is described as the only medicine in the U.S. that treats the underlying disease holistically rather than individual symptoms. Approval is supported by the global Phase 3 FirstLight and RadiantLight studies, which showed statistically significant improvements across excessive daytime sleepiness, cataplexy and health-related quality of life, with oveporexton generally well tolerated.

NT1, a rare chronic neurological disease driven by orexin loss, affects an estimated 120,000 people in the U.S. In pooled Phase 3 data, insomnia occurred in 60% of patients on ORZEYFUL 2 mg twice daily versus 1% on placebo, and urinary frequency in 58% versus 5%. Asymptomatic creatine phosphokinase elevations >5x ULN were seen in 11% of ORZEYFUL-treated patients and 5% on placebo. ORZEYFUL has abuse potential and awaits Drug Enforcement Administration controlled-substance scheduling, expected within 90 days, after which it will be available via specialty pharmacy. The company states the FDA approval is not expected to have a significant impact on the consolidated financial forecast for the fiscal year ending March 31, 2027.

Takeda Pharmaceutical Company Limited reported consolidated IFRS results for the three months ended June 30, 2026. Revenue was 1,219.9 billion JPY, up 10.2% year-on-year, largely reflecting Japanese yen depreciation, with growth in GI and Oncology driven by key brands such as ENTYVIO and ADCETRIS. Operating profit rose to 201.4 billion JPY, up 9.1%, while net profit attributable to owners declined to 113.2 billion JPY, down 8.9%, and basic EPS was 71.65 JPY.

Core Revenue matched reported revenue at 1,219.9 billion JPY, with Core Operating Profit increasing to 358.9 billion JPY, up 11.5% on an actual-rate basis, and Core EPS edging up to 154 JPY. Net cash from operating activities fell to 127.6 billion JPY and Adjusted Free Cash Flow to 68.6 billion JPY, while the ratio of equity attributable to owners to total assets was 48.3% and Adjusted Net Debt/Adjusted EBITDA was 2.7x.

For the fiscal year ending March 31, 2027, the company forecasts revenue of 4,640.0 billion JPY, operating profit of 420.0 billion JPY and net profit attributable to owners of 166.0 billion JPY, with Core EPS of 472 JPY. Management guidance at constant exchange rates calls for a low-single-digit percentage decline in Core Revenue, a 5% to 8% decline in Core Operating Profit and a mid-teens percentage decline in Core EPS.

Takeda Pharmaceutical Company Limited furnishes a detailed Corporate Governance Report describing how it manages its global biopharmaceutical business. The company states it complies with all principles of Japan’s Corporate Governance Code, with an 11-member Board of Directors that includes eight Independent External Directors and is chaired by an independent director. Takeda emphasizes strong oversight via an Audit and Supervisory Committee made up entirely of Independent External Directors, plus nomination and compensation committees composed solely of externals.

The report highlights shareholder structure and engagement. Foreign shareholders hold 30% or more of shares as of the end of March 2026, and the two largest trust bank shareholders each own more than 5%. Takeda describes extensive investor-relations activities, early and bilingual AGM materials, electronic voting, and regular dialogue with institutional and retail investors. It confirms no anti-takeover measures and no controlling shareholder.

Takeda stresses sustainability and stakeholder focus, including climate, nature, and product sustainability programs, and disclosures aligned with TCFD and TNFD. It describes diversity and human capital initiatives: in Japan, women account for 22.5% of managers and 4.1% of managers are non-Japanese as of March 31, 2026, while globally women hold 43% of management roles. The company outlines leadership development, digital upskilling, flexible leave and housing benefits, and a 2.92% employment rate for people with disabilities in Japan.

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.

Takeda Pharmaceutical director Steven Gillis reported compensation-related equity awards and a tax settlement. On July 1, 2026, he received 3,800 Ordinary Shares as a grant and 1,319 "Tax Obligation Awards," each economically equivalent to one Ordinary Share and intended to be cash-settled at vesting mainly to cover tax obligations.

The filing notes an earlier RSU vesting where 3,100 Ordinary Shares were converted into 6,200 American Depositary Shares. On July 10, 2026, 1,152 Tax Obligation Awards were disposed of to the issuer, with the associated Ordinary Shares sold at a weighted average of JPY 4,931.2 per share; remaining proceeds from those sales are to be delivered to Gillis. Following these events, he holds 22,057 American Depositary Shares directly, and the RSU and Tax Obligation Awards are scheduled to vest on June 1, 2029.

Takeda Pharmaceutical director John Maraganore reported equity compensation and related tax settlements. He received 3,800 Ordinary Shares as a grant and 1,319 Tax Obligation Awards, each tied to one Ordinary Share that will vest and convert on June 1, 2029. A prior block of 1,152 Tax Obligation Awards, economically equivalent to 1,152 Ordinary Shares, was disposed to the issuer at a weighted average price of JPY 4,931.2 per share, primarily to cover tax obligations. Following these events, he directly holds 10,400 Ordinary Shares and 13,800 American Depositary Shares.

Takeda Pharmaceutical director Kimberly A. Reed reported new equity awards and related tax transactions. She received a grant of 3,800 Ordinary Shares as restricted stock units that vest on June 1, 2029, plus 1,319 Tax Obligation Awards economically equivalent to Ordinary Shares vesting on the same date.

Separately, 1,152 Tax Obligation Awards tied to Ordinary Shares were disposed of at a weighted average price of JPY 4,931.2 per share, primarily to cover tax obligations, with any remaining cash proceeds to be delivered to her on July 10. After these updates, she directly holds 10,400 Ordinary Shares and 15,175 American Depositary Shares.