{"url_path":"/sec/tak/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Description of Securities Other Than Equity Securities","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1395064/0001395064-26-000177-index.html","accession_number":"0001395064-26-000177","cik":"0001395064","ticker":"TAK","issuer_name":"TAKEDA PHARMACEUTICAL CO LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1395064/0001395064-26-000177-index.html","primary_entity_key":"0001395064","primary_entity_name":"TAKEDA PHARMACEUTICAL CO LTD"},"word_count":1027,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other Than Equity Securities\n\nA. Debt Securities\n\nNot applicable.\n\nB. Warrants and Rights\n\nNot applicable.\n\nC. Other Securities\n\nNot applicable.\n\nD. American Depositary Shares\n\nEach ADS represents one-half of one share of our common stock deposited with our depositary’s (The Bank of New York Mellon) custodian (Sumitomo Mitsui Banking Corporation) in Japan. Each ADS will also represent any other securities, cash or other property which may be held by the depositary from time to time. The deposited shares of our common stock, together with any other securities, cash or other property held by the depositary are referred to as the “deposited securities.”\n\nFees and Expenses\n\nPersons depositing or withdrawing shares of our common stock or ADS holders must pay:For:\n\n5.00 USD (or less) per 100 ADSs (or portion of 100 ADSs)Issue of ADSs, including issues resulting from a distribution of shares of our common stock or rights or other property\n\nCancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates\n\n0.05 USD (or less) per ADSAny cash distribution to ADS holders\n\nA fee equivalent to the fee that would be payable if securities distributed to ADS holders had been shares of our common stock and the shares of our common stock had been deposited for issuance of ADSsDistribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders\n\n0.05 USD (or less) per ADS per calendar yearDepositary services\n\nRegistration or transfer feesTransfer and registration of shares of our common stock on our share register to or from the name of the depositary or its agent when persons deposit or withdraw shares of our common stock\n\nExpenses of the depositaryCable and facsimile transmissions (when expressly provided in the deposit agreement)\n\nConverting foreign currency to U.S. dollars\n\nTaxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares of our common stock underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxesAs necessary\n\nAny charges incurred by the depositary or its agents for servicing the deposited securitiesAs necessary\n\nThe depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares of our common stock or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.\n\nIn performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.\n\n137\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nThe depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.\n\nPayment of Taxes\n\nADS holders will be responsible for any taxes or other governmental charges payable on their ADSs or on the deposited securities represented by any of their ADSs. The depositary may refuse to register any transfer of ADSs or allow an ADS holder to withdraw the deposited securities represented by his or her ADSs until those taxes or other charges are paid. It may apply payments owed to such ADS holder or sell deposited securities represented by such ADS holder’s ADSs to pay any taxes owed and such ADS holder will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.\n\nDirect and Indirect Payments by the Depositary\n\nThe depositary has agreed to make revenue sharing payments to us based on a fixed portion of the net issuance, net cancellation and net depositary servicing fees received by it under the deposit agreement, subject to a minimum annual payment based on the total of such fees received by the depositary. In the fiscal year ended March 31, 2026, we received USD 1.5 million of such revenue sharing payments.\n\nThe depositary has also agreed to waive fees and expenses for services provided to us, to ADS holders or to their respective brokers by the depositary in connection with the establishment, administration and ongoing servicing of the ADS program. Furthermore, the depositary has agreed to waive fees for certain value-added services, including training for our staff, investor relations advisory services and access to the depositary’s analytics and reporting platform. Accordingly, in the fiscal year ended March 31, 2026, the depositary waived approximately USD 0.1 million of fees and expenses.\n\n138\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nPart II"}