{"url_path":"/sec/tak/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 Major Shareholders and Related Party Transactions","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":728,"has_tables":true,"body_markdown":"Item 7. Major Shareholders and Related Party Transactions\n\nA. Major Shareholders\n\nThe following table sets forth the number of shares held of record by each of our principal shareholders as well as the percentage of our issued shares held by each of our principal shareholders as of March 31, 2026:\n\nShareholderNumber of shares\nheld of record\nPercentage of\nissued shares*1\n\n(thousands, except percentages)\n\nThe Master Trust Bank of Japan, Ltd. (Trust account) 266,86016.84 %\n\nCustody Bank of Japan, Ltd. (Trust account)85,0535.37 \n\nThe Bank of New York Mellon as depositary bank for depositary receipt holders\n(Standing proxy: Sumitomo Mitsui Banking Corporation)71,6554.52 \n\nState Street Bank and Trust Company 505001\n(Standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.)46,6852.95 \n\nThe Chase Manhattan Bank, N.A. London Secs Lending Omnibus Account\n(Standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.)38,7312.44 \n\nJP Morgan Chase Bank 385642\n(Standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.)24,2421.53 \n\nJP Morgan Chase Bank 385781\n(Standing proxy: Settlement & Clearing Services Department, Mizuho Bank, Ltd.)23,3941.48 \n\nSMBC Nikko Securities Inc.22,1421.40 \n\nJP Morgan Securities Japan Co., Ltd.20,0211.26 \n\nBarclays Securities Japan Limited18,4061.16 \n\nTotal617,18938.94 %\n\n*1Percentage of issued shares excludes treasury stock held as of March 31, 2026. As of March 31, 2026, we held 11,392,279 shares of common stock as treasury stock, which include 6,290,256 shares held by us, 5,102,023 shares held in trust for our stock-based compensation plans and no shares held by equity-method affiliates. The total number of issued shares, less treasury stock, used to calculate percentages in the above table include such shares held in trust.\n\nOur major shareholders of common stock have the same voting rights as other holders of common stock.\n\nAccording to a statement on Schedule 13G (Amendment No. 3) filed on February 5, 2024, Sumitomo Mitsui Trust Group, Inc. (formerly Sumitomo Mitsui Trust Holdings, Inc.) (including its affiliates) beneficially owned 87,400,834 shares of our common stock, representing 5.5% of our outstanding shares of common stock. According to an amendment to the Report of Substantial Shareholding (tairyo hoyu hokokusho) filed with the Director of the Kanto Local Finance Bureau on September 19, 2025, Sumitomo Mitsui Trust Asset Management Co., Ltd. and Amova Asset Management Co., Ltd., subsidiaries of Sumitomo Mitsui Trust Group, Inc., collectively beneficially owned 83,841,063 shares of our common stock, representing 5.27% of our outstanding shares of common stock. However, we have not confirmed the status of these shareholdings as of the date of this annual report.\n\nAccording to an amendment to the Report of Substantial Shareholding (tairyo hoyu hokokusho) filed with the Director of the Kanto Local Finance Bureau on April 17, 2025, affiliates of BlackRock, Inc. beneficially owned 134,171,730 shares of our common stock, representing 8.43% of our outstanding shares of common stock. However, we have not confirmed the status of these shareholdings as of the date of this annual report.\n\nAs of March 31, 2026, there were 474 holders of record of our common stock with addresses in the U.S., whose shareholdings represented approximately 21% of our outstanding common stock on that date. One such shareholder was The Bank of New York Mellon as depositary for holders of ADSs, which held 71,655 shares, or 4.52% of the total number of shares in issue, as of March 31, 2026. Because some of these shares were held by brokers or other nominees, the number of holders of record with addresses in the U.S. might not fully reflect the number of beneficial owners in the U.S.\n\nTo the extent known to us, we are not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person severally or jointly.\n\nTo our knowledge, there are no arrangements, which may at a subsequent date result in a change in control of us.\n\nB. Related Party Transactions\n\nFrom time to time, we enter into agreements and engage in transactions with our related parties, within the meaning of Item 7.B of Form 20-F, in the ordinary course of our business. For the fiscal year ended March 31, 2026, such transactions included, but were not limited to charitable donations. The terms and conditions of our related party transactions are consistent with third-party transactions and reflect market prices. Takeda does not consider the amounts involved in these transactions to be material to its business.\n\n118\n\n[Table of Contents](#i89761be648564855b53fa24df8e6ee90_10)\n\nC. Interests of Experts and Counsel\n\nNot applicable."}