武田制药美股招股说明书(2025-06-26版)

SUBJECT TO COMPLETION, DATED JUNE 26, 2025PRELIMINARY PROSPECTUS SUPPLEMENTto Prospectus dated June 25, 2025. TAKEDA U.S. FINANCING, INC.$% Guaranteed Notes due 2035$% Guaranteed Notes due 2055 Fully and Unconditionally Guaranteed byTAKEDA PHARMACEUTICAL COMPANY LIMITED Takeda U.S. Financing, Inc., a Delaware corporation (“TUSFI” or the “Issuer”), will issue the above-listed notes (the“Notes”) pursuant to an indenture, to be dated on or around, 2025 (the “TUSFI Indenture”). The Notes due 2035 arereferred to herein as the “2035 Notes.” The Notes due 2055 are referred to herein as the “2055 Notes.” The Notes will bearinterest at the fixed rates listed above in the manner described herein. TUSFI will pay interest on each series of the Notes semi-annually in arrears onandof each year, beginning on, 2026. Each series of the Notes will be TUSFI’s direct, unsecured and unsubordinated general obligations and will have thesame rank in liquidation as all of its other current and future unsecured and unsubordinated obligations. Payment of the principalof and interest on the Notes is fully guaranteed (the “Guarantee”) by Takeda Pharmaceutical Company Limited (“TPC” or the“Guarantor”). The Guarantee will be the direct, unsecured and unsubordinated general obligation of TPC and will have the samerank in liquidation as all of its other current and future unsecured and unsubordinated obligations. The Issuer may redeem a series of the Notes, in whole or in part, at any time prior to the applicable Par Call Date (asdefined herein) at the applicable make-whole price determined in the manner described herein. The Issuer may also redeem someor all of each series of the Notes, in whole or in part, at any time on or after the applicable Par Call Date at a price equal to 100%of the respective principal amounts being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.See “Description of the Notes and Guarantee—Redemption—Optional Redemption.” In addition, the Issuer may, at its option,redeem a series of the Notes in whole, but not in part, upon the occurrence of certain changes in Japanese tax law. See“Description of Guaranteed Debt Securities—Optional Tax Redemption” in the accompanying prospectus. The Notes will nototherwise be redeemable prior to the stated maturity and will not be subject to any sinking fund. The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of$1,000 in excess thereof. Each series of the Notes will be represented by one or more global notes deposited with a custodian for and registeredin the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will beshown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants,including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). Investing in the Notes involves risks. You should carefully consider the risk factors set forth in “Item 3. KeyInformation—D. Risk Factors” of Takeda’s most recent annual report on Form 20-F filed with the U.S. Securities andExchange Commission (the “SEC”) and in the “Risk Factors” section beginning on page S-7 of this prospectus supplementbefore making any decision to invest in the Notes. (1)Plus accrued interest from, 2025, if settlement occurs after that date.(2)For additional underwriting compensation information, see “Underwriting.” Neither the SEC nor any other regulatory body has approved or disapproved of the Notes or passed upon theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contraryis a criminal offense. The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by theunderwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to andacceptance by the underwriters and to certain further conditions. It is expected that the Notes will be delivered in book-entry formonly, on or about, 2025, through the facilities of DTC and its participants, including Euroclear and Clearstream. Joint Lead Managers and Joint Bookrunners SMBC NIKKO, 2025. J.P. Morgan Prospectus Supplement dated TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-ivPRESENTATION OF FINANCIAL AND OTHER INFORMATIONS-vPROSPECTUS SUPPLEMENT SUMMARYS-1SUMMARY RISK FACTORSS-2THE OFFERINGS-4RISK FACTORSS-7USE OF PROCEEDSS-10CAPITALIZATION AND INDEBTEDNESSS-11SELECTED FINANCIAL AND OTHER INFORMATIONS-12DESCRIPTION OF THE NOTESAND THE GUARANTEES-14TAXATIONS-18UNDERWRITINGS-22EXPERTSS-28LEGAL MATTERSS-28WHERE YOU CAN FIND MORE INFORMATIONS-28 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION3DESCRIPTION OF ISSUERS4OFFERING INFORMATION5RISK F