Interim report
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Consolidated Financial Results for the First Quarter of Fiscal Year 2026 (IFRS) August 3, 2026 Name of Listed Company: SHIONOGI & CO., LTD. Listed Exchanges: Tokyo Code: 4507 URL: https://www.shionogi.com Representative:Isao Teshirogi, Representative Director, President and CEO Contact responsibility: Yoshimasa Kyokawa, Vice President,Corporate Communications Department Tel.:(06)6202 -2161 Scheduled date of dividend payments: - Preparation of supplemental material for the quarterly financial results: Yes Holding of presentation for the quarterly financial results: Yes (for investment analysts) (Note: All amounts are rounded down to the nearest million yen.) 1. Consolidated results for the period from April 1, 2026 to June 30, 2026 (1) Consolidated operating results (% shows changes from the same period of the previous fiscal year) Revenue Operating profit Profit before tax Profit Profit attributable to owners of parent Comprehensive income Millions of yen % Millions of yen % Millions of yen % Millions of yen % Millions of yen % Millions of yen % Three months ended June 30, 2026 163,310 63.7 66,911 90.6 73,736 59.2 97,718 148.3 97,696 148.2 115,440 159.8 Three months ended June 30, 2025 99,781 2.2 35,097 24.9 46,328 26.8 39,348 29.8 39,355 28.5 44,440 (29.3) Basic earnings per share Diluted earnings per share Yen Yen Three months ended June 30, 2026 114.81 114.78 Three months ended June 30, 2025 46.26 46.25 ( 2) Consolidated financial position Total assets Total equity Equity attributable to owners of parent Ratio of equity attributable to owners of parent to total assets Millions of yen Millions of yen Millions of yen % As of June 30, 2026 2,655,057 1,772,764 1,772,242 66.7 As of March 31, 2026 2,585,519 1,690,290 1,689,301 65.3 Note: During the first quarter of the fiscal year ending March 31, 2027, the provisional accounting treatment related to the business combination completed in the fiscal year ended March 31, 2026 was finalized, and the figures for the fiscal year ended March 31, 2026 have been retrospectively adjusted accordingly. 2. Dividends Dividends per share (Date of record) End of first quarter End of second quarter End of third quarter Year-end Annual Yen Yen Yen Yen Yen Year ended March 31, 2026 － 33.00 － 38.00 71.00 Year ending March 31, 2027 － Year ending March 31, 2027 (forecast) 38.00 － 38. 00 76.00 Note: Revisions of the most recent dividend forecast: None
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3. Consolidated financial forecast for the year ending March 31, 2027 (% shows changes from the same period of the previous fiscal year) Revenue Operating profit Profit before tax Profit attributable to owners of parent Basic earnings per share Millions of yen % Millions of yen % Millions of yen % Millions of yen % Yen Six months ending September 30, 2026 340,000 59.7 96,000 29.8 96,000 (1.6) 108,000 30.1 126.91 Year ending March 31, 2027 700,000 40.1 220,000 29.2 220,000 (9.3) 210,000 0.4 246.79 Note: Revisions of the most recent consolidated financial forecast: None ※ Notes (1) Significant changes in subsidiaries during the period (changes in specified subsidiaries involving changes in scope of consolidation) : None (2) Changes in accounting policies, changes/restatements of accounting estimates a) Changes in accounting policies required by IFRS : None b) Changes in accounting policies other than a) above : None c) Changes in accounting estimates : None (3) Number of shares issued (common stock) a) Number of shares issued (including treasury stock) As of June 30, 2026: 889,632,195 shares As of March 31, 2026: 889,632,195 shares b) Number of treasury stock As of June 30, 2026: 38,656,995 shares As of March 31, 2026: 38,656,758 shares c) Average number of shares issued during the period Three months ended June 30, 2026: 850,975,285 shares Three months ended June 30, 2025: 850,721,204 shares Note: The number of treasury shares at the end of the fiscal year includes the Company’s shares held by Sumitomo Mitsui Trust Bank, Limited’ s trust account with respect to the Shionogi Infectious Disease Research Promotion Foundation (sub-trustee: Custody Bank of Japan, Ltd. (Trust Account)) (Q1 ended June 30, 2026 and Year ended March 31 2026: 9 million shares). In addition, these shares are included in the treasury shares, which are deducted in the calculation of the average number of shares outstanding (Q1 ended June 30, 2026 and Q1 ended June 30, 2025: 9 million shares). ※ Review by a certified public accountant or an auditing firm of the attached quarterly consolidated financial statements: None ※ Explanation Concerning the Appropriate Use of Financial Results Forecasts and Other Special Instructions (Cautionary note concerning forward-looking statements) The forecast of financial results and forward-looking statements contained in this report are based on information currently available to the Company as well as certain assumptions that it judges to be reasonable. Actual results may differ materially due to a variety of factors. For the assumptions used in forecasts and precautionary statements regarding the use of the forecasts, please refer to “1. Overview of Operating Results and Financial Position (4) Outlook” on page 3 of the accompanying materials. (Method of Obtaining Financial Results Supplementary Materials and Details of Results Briefing Meeting) Financial results supplementary materials are posted via TDnet on the date of disclosure. The Company plans to hold a results briefing meeting for analysts on Monday, August 3, 2026. Plans are also in place to post explanatory details (Transcript) together with financial results explanatory materials distributed to analysts on August 3, 2026 on the Company's website in a timely manner after the results briefing.
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 CONTENTS 1. Overview of Operating Results and Financial Position ..................................................................... 2 (1) Operating Results for the First Quarter of the Fiscal Year Ending March 31, 2027 ................... 2 (2) Financial Position for the First Quarter of the Fiscal Year Ending March 31, 2027 ................... 2 (3) Cash Flows for the First Quarter of the Fiscal Year Ending March 31, 2027 ............................. 3 (4) Outlook ......................................................................................................................................... 3 2. Consolidated Financial Statements and Notes ................................................................................ 4 (1) Consolidated statement of profit or loss and Consolidated statement of comprehensive income .......................................................................................................................................... 4 (2) Consolidated statement of financial position ................................................................................ 6 (3) Consolidated statement of changes in equity ............................................................................... 8 (4) Consolidated statement of cash flows ......................................................................................... 9 (5) Notes ............................................................................................................................................ 11 Going concern assumption ....................................................................................................... 11 Segment informatioin ................................................................................................................ 11 Business combination ............................................................................................................... 11 Additional Information ............................................................................................................... 17 1
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 1. Overview of Operating Results and Financial Position (1) Operating Results for the First Quarter of the Fiscal Year Ending March 31, 2027 For the three months ended June 30, 2026 (April 1, 2026 to June 30, 2026), operating results were as follows. In April 2026, the Company acquired the edaravone business from Tanabe Pharma Corporation (hereinafter, “Tanabe Pharma”). Since the allocation of purchase price has not been completed in the first quarter of the fiscal year ending March 31, 2027, provisional accounting treatment has been applied based on reasonable information available at this time. Regarding the application of the equity method to ViiV Healthcare Ltd. (hereinafter, “ViiV”), for which additional shares were acquired in the fiscal year ended March 31, 2026, since the allocation of purchase price has not been completed in the first quarter of the fiscal year ending March 31, 2027, provisional accounting treatment has been applied based on reasonable information available at this time. Regarding the acquisition of shares in Torii Pharmaceutical Co., Ltd. (hereinafter, “Torii Pharmaceutical ”), the succession to the pharmaceutical business of Japan Tobacco Inc. (hereinafter, “JT Pharmaceutical Business”), and the acquisition of shares in Akros Pharma Inc. (hereinafter, “Akros”), all of which occurred in the fiscal year ended March 31, 2026, the provisional accounting treatment for the business combinations was finalized in the first quarter of the fiscal year ending March 31, 2027. The figures for the fiscal year ended March 31, 2026 have been retrospectively adjusted accordingly. Millions of yen Three months ended June 30, 2026 Three months ended June 30, 2025 Change Percentage change (%) Revenue 163,310 99,781 63,528 63.7 Operating profit 66,911 35,097 31,813 90.6 Core operating profit*1 72,479 35,618 36,861 103.5 Profit before tax 73,736 46,328 27,407 59.2 Profit attributable to owners of parent 97,696 39,355 58,340 148.2 EBITDA*2 93,360 40,632 52,728 129.8 *1 Core operating profit: An adjusted profit in which non-recurring items (impairment, gain on sales of property, plant, and equipment, etc.) are deducted from operating profit. *2 Earnings Before Interest, Taxes, Depreciation, and Amortization: Core operating profit added depreciation and amortization. Revenue was 163.3 billion yen (up 63.7 percent year on year), reaching a record high for the first quarter. The main components of revenue were domestic prescription drug sales of 33.5 billion yen (up 137.3 percent year on year), revenue from overseas subsidiaries and exports of 42.2 billion yen (up 196.6 percent year on year), and royalty income of 80.1 billion yen (up 25.3 percent year on year). Regarding domestic prescription drugs, revenue increased due to the recognition of revenue from Torii Pharmaceutical’ s products following its consolidation as a subsidiary, the recognition of revenue from RADICUT following the acquisition of the edaravone business, a treatment for ALS, and the expanded prescriptions of QUVIVIQ, a treatment for insomnia. Revenue from overseas subsidiaries and exports increased due to the recognition of revenue from edaravone (product name in the U.S. and Canada: RADICAVA) in North America (the U.S. and Canada), together with higher sales of cefiderocol (product name in the U.S.: Fetroja, product name in Europe: Fetcroja), a treatment for multidrug-resistant Gram-negative bacterial infection, in Europe and the U.S. compared to the same period of the previous fiscal year. Royalty income increased due to higher royalty income resulting from increased revenue from ViiV’s HIV franchise, as well as the recognition of royalty income related to the former JT Pharmaceutical Business. In terms of profits, while cost of sales and various expenses increased due to the consolidation of Torii Pharmaceutical as a subsidiary and the succession to the JT Pharmaceutical Business in the fiscal year ended March 31, 2026, as well as the succession to the edaravone business in the first quarter of the fiscal year ending March 31, 2027, operating profit increased to 66.9 billion yen (up 90.6 percent year on year) due to higher revenue and the recognition of share of profit of investments accounted for using the equity method following ViiV’s becoming an equity-method affiliate. 2
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 Cost of sales increased due to the consolidation of Torii Pharmaceutical as a subsidiary and the succession to the edaravone business. Selling, general, and administrative expenses increased due to the amortization of intangible assets related to the succe ssion to the JT Pharmaceutical Business and the edaravone business, sales -related expenses for the U.S. business, and the consolidation of Torii Pharmaceutical as a subsidiary. Furthermore, research and development expenses increased due to the succession to the JT Pharmaceutical Business and the consolidation of Torii Pharmaceutical as a subsidiary. Profit before tax was 73.7 billion yen (up 59.2 percent year on year). While operating profit increased, following the ViiV’ s becoming an equity-method affiliate, dividends received from ViiV, which had been recognized as financial income until the fiscal year ended March 31, 2026, have been deducted from “Investments accounted for using the equity method” in the consolidated statement of financial position from the first quarter of the fiscal year ending March 31, 2027. Profit attributable to owners of parent was 97.7 billion yen (up 148.2 percent year on year). This was mainly attributable to an increase in profit before tax and a decrease in income tax expenses, primarily resulting from the recognition of deferred tax assets on tax loss carryforwards due to the expectation of future taxable income at the U.S. subsidiary following the succession to the edaravone business. Operating profit, profit before tax, and profit attributable to owners of parent all reached record highs for the first quarter. (2) Financial Position for the First Quarter of the Fiscal Year Ending March 31, 2027 As of June 30, 2026, total assets were 2,655,057 million yen, an increase of 69,538 million yen from March 31, 2026. Non-current assets were 1,728,405 million yen, an increase of 453,222 million yen from March 31, 2026, due to increases in goodwill and intangible assets following the acquisition of the edaravone business from Tanabe Pharma. Please note that the amounts of goodwill, intangible assets, etc. are provisionally calculated amounts as allocation of the acquisition cost has not yet been completed. Current assets were 926,651 million yen, a decrease of 383,683 million yen compared to March 31, 2026, as a result of a decrease in cash and cash equivalents following the acquisition of the edaravone business. Equity was 1,772,764 million yen, an increase of 82,473 million yen from March 31, 2026. This was increase in due to the recording of profit and due to exchange differences on translation of foreign operations (included in other items of owner’s equity) and decrease in due to payment of cash dividends. Liabilities totaled 882,293 million yen, a decrease of 12,935 million yen from March 31, 2026. Non-current liabilities were 67,859 million yen, an increase of 119 million yen from March 31, 2026. Current liabilities were 814,433 million yen, a decrease of 13,054 million yen from March 31, 2026, mainly due to decreases in accounts payable (included in other financial liabilities) and income taxes payable. Regarding the acquisition of shares in Torii Pharmaceutical, the succession to the JT Pharmaceutical Business, and the acquisition of shares in Akros, all of which were carried out in the fiscal year ended March 31, 2026, the provisional accounting treatment for the business combinations was finalized in the first quarter of the fiscal year ending March 31, 2027, and the figures as of March 31, 2026 have been retrospectively adjusted accordingly. For the purpose of comparing and analyzing the results with those at the end of the first quarter of the fiscal year ending March 31, 2027, retrospectively adjusted figures are used. (3) Cash Flows for the First Quarter of the Fiscal Year Ending March 31, 2027 Net cash provided by operating activities during the three months ended June 30, 2026 was 43,109 million yen, an increase of 2,065 million yen year on year, due to increases in profit before tax, and depreciation and amortization. Net cash used in investing activities was 423,731 million yen, an increase of 293,058 million yen year on year, mainly due to payments for acquisition of businesses in connection with the acquisition of the edaravone business from Tanabe Pharma. Net cash used in financing activities was 34,138 million yen, an increase of 4,757 million yen year on year, mainly due to an increase in cash dividends paid. As a result, cash and cash equivalents on June 30, 2026 totaled 298,937 million yen, a decrease of 412,459 million yen during the three-month period ended June 30, 2026. (4) Outlook There are no revisions to the consolidated financial forecast for the year ending March 31, 2027 announced on May 12, 2026. 3
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 2. Consolidated Financial Statements and Notes (1) Consolidated statement of profit or loss and Consolidated statement of comprehensive income Consolidated statement of profit or loss Millions of yen Three months ended June 30, 2025 Three months ended June 30, 2026 Revenue 99,781 163,310 Cost of sales (12,317) (30,795) Gross profit 87,464 132,515 Selling, general and administrative expenses (25,820) (45,150) Research and development expenses (24,888) (31,789) Amortization of intangible assets associated with products (485) (15,824) Other income 85 27,772 Other expenses (1,258) (611) Operating profit 35,097 66,911 Finance income 13,562 12,147 Finance costs (2,331) (5,322) Profit before tax 46,328 73,736 Income tax expense (6,980) 23,982 Profit 39,348 97,718 Profit attributable to Owners of parent 39,355 97,696 Non-controlling interests (7) 22 Profit 39,348 97,718 Earnings per share Basic earnings per share 46.26 114.81 Diluted earnings per share 46.25 114.78 4
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 Consolidated statement of comprehensive income Millions of yen Three months ended June 30, 2025 Three months ended June 30, 2026 Profit 39,348 97,718 Other comprehensive income Items that will not be reclassified to profit or loss Net change in fair value of equity instruments designated as measured at fair value through other comprehensive income 44 1,344 Remeasurements of defined benefit plans (138) 313 Total of items that will not be reclassified to profit or loss (93) 1,657 Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations 7,571 17,892 Effective portion of cash flow hedges (2,241) (1,688) Share of other comprehensive income of investments accounted for using equity method (145) (139) Total of items that may be reclassified to profit or loss 5,185 16,063 Total other comprehensive income, net of tax 5,092 17,721 Comprehensive income 44,440 115,440 Comprehensive income attributable to Owners of parent 44,448 115,418 Non-controlling interests (7) 22 Comprehensive income 44,440 115,440 5
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 (2) Consolidated statement of financial position Millions of yen As of March 31, 2026 As of June 30, 2026 Assets Non-current assets Property, plant and equipment 156,519 155,018 Goodwill 29,218 64,124 Intangible assets 188,044 562,120 Right-of-use assets 22,789 22,397 Investment property 27,337 27,232 Investments accounted for using equity method 710,751 720,545 Other financial assets 107,518 112,074 Deferred tax assets 4,344 37,106 Other non-current assets 28,660 27,786 Total non-current assets 1,275,183 1,728,405 Current assets Inventories 99,396 108,961 Trade receivables 159,773 173,180 Other financial assets 310,748 315,814 Other current assets 29,020 29,758 Cash and cash equivalents 711,397 298,937 Total current assets 1,310,335 926,651 Total assets 2,585,519 2,655,057 6
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 Millions of yen As of March 31, 2026 As of June 30, 2026 Equity and liabilities Equity Share capital 21,279 21,279 Capital surplus 17,824 17,824 Treasury shares (65,189) (65,190) Retained earnings 1,496,783 1,562,317 Other components of equity 218,603 236,011 Equity attributable to owners of parent 1,689,301 1,772,242 Non-controlling interests 989 521 Total equity 1,690,290 1,772,764 Liabilities Non-current liabilities Lease liabilities 18,895 18,291 Other financial liabilities 3,974 7,825 Retirement benefit liability 16,735 16,791 Deferred tax liabilities 21,981 18,860 Provisions 2,526 2,540 Other non-current liabilities 3,626 3,550 Total non-current liabilities 67,740 67,859 Current liabilities Bonds and borrowings 660,000 660,000 Lease liabilities 5,499 5,840 Trade payables 22,149 21,278 Other financial liabilities 40,716 24,484 Income taxes payable 18,939 11,718 Other current liabilities 80,183 91,111 Total current liabilities 827,488 814,433 Total liabilities 895,228 882,293 Total equity and liabilities 2,585,519 2,655,057 7
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 (3) Consolidated statement of changes in equity Three months ended June 30, 2025 Millions of yen Share capital Capital surplus Treasury shares Retained earnings Other components of equity Equity attributable to owners of parent Non- controlling interests Total equity Balance as of April 1, 2025 21,279 17,845 (65,855) 1,115,729 272,924 1,361,924 572 1,362,497 Profit 39,355 39,355 (7) 39,348 Total other comprehensive income, net of tax 5,092 5,092 5,092 Comprehensive income － － － 39,355 5,092 44,448 (7) 44,440 Purchase of treasury shares (0) (0) (0) Disposal of treasury shares (230) 230 0 0 Dividends (28,114) (28,114) (337) (28,452) Transfer from other components of equity to retained earnings (138) 138 － － Transfer to capital surplus from retained earnings 150 (150) － － Balance as of June 30, 2025 21,279 17,765 (65,625) 1,126,682 278,155 1,378,257 226 1,378,484 Three months ended June 30, 2026 Millions of yen Share capital Capital surplus Treasury shares Retained earnings Other components of equity Equity attributable to owners of parent Non- controlling interests Total equity Balance as of April 1, 2026 21,279 17,824 (65,189) 1,496,783 218,603 1,689,301 989 1,690,290 Profit 97,696 97,696 22 97,718 Total other comprehensive income, net of tax 17,721 17,721 17,721 Comprehensive income － － － 97,696 17,721 115,418 22 115,440 Purchase of treasury shares (0) (0) (0) Dividends (32,475) (32,475) (490) (32,965) Transfer from other components of equity to retained earnings 313 (313) － － Balance as of June 30, 2026 21,279 17,824 (65,190) 1,562,317 236,011 1,772,242 521 1,772,764 8
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 (4) Consollidated statement of cash flows Millions of yen Three months ended June 30, 2025 Three months ended June 30, 2026 Cash flows from operating activities Profit before tax 46,328 73,736 Depreciation and amortization 5,013 20,880 Share of loss (profit) of investments accounted for using equity method 287 (26,756) Finance income and finance costs (12,661) (9,848) Decrease (increase) in trade and other receivables 5,874 (2,285) Decrease (increase) in inventories (5,458) (3,063) Increase (decrease) in trade and other payables (6,643) (22,875) Other 400 3,740 Subtotal 33,141 33,528 Interest and dividends received 22,778 2,257 Dividends received from entities accounted for using equity method － 28,920 Interest paid (80) (1,828) Income taxes refund (paid) (14,794) (19,768) Net cash provided by (used in) operating activities 41,043 43,109 Cash flows from investing activities Payments into time deposits (67,273) (39,244) Proceeds from withdrawal of time deposits 30,018 1,464 Purchase of property, plant and equipment (4,505) (4,602) Purchase of intangible assets (2,466) (8,124) Purchase of investments (22,272) (2,306) Proceeds from sale and redemption of investments 13,000 21,014 Payments for acquisition of businesses － (391,877) Payment for acquisition of shares of equity method affiliates (76,625) － Other (548) (56) Net cash provided by (used in) investing activities (130,672) (423,731) 9
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 Millions of yen Three months ended June 30, 2025 Three months ended June 30, 2026 Cash flows from financing activities Repayments of lease liabilities (927) (1,183) Purchase of treasury shares (0) (0) Dividends paid (28,114) (32,464) Dividends paid to non-controlling interests (337) (490) Net cash provided by (used in) financing activities (29,380) (34,138) Effect of exchange rate changes on cash and cash equivalents (958) 2,300 Net increase (decrease) in cash and cash equivalents (119,968) (412,459) Cash and cash equivalents at beginning of period 374,795 711,397 Cash and cash equivalents at end of period 254,826 298,937 10
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 (5) Notes Going concern assumption None Segment information The SHIONOGI Group has a single business segment related to prescription drugs. We operate research, development, purchase, manufacturing, and distributing prescription drugs and related businesses. While analysis of each product sales and profits or expenses of each subsidiary are made, decision of business strategy and allocation of the management resources, especially allocation of R&D expenses, are made on a company -wide basis. Therefore disclosure of segment information is omitted. Business combination (Torii Pharmaceutical, JT Pharmaceutical Business and Akros Pharma Inc.) Regarding the following business combinations that occurred during the fiscal year ended March 31, 2026, the provisional accounting treatment was finalized in the first quarter of the fiscal year ending March 31, 2027. Accordingly, figures in the consolidated statement of financial position as of March 31, 2026 have been retrospectively adjusted. At the Board of Directors meeting held on May 7, 2025, the Company resolved to acquire common shares of Torii Pharmaceutical Co., Ltd. (hereinafter, “Torii Pharmaceutical ”) through a tender offer pursuant to the Financial Instruments and Exchange Act (hereinafter, the “Tender Offer), to succeed to the pharmaceutical business of Japan Tobacco Inc. (hereinafter, “Japan Tobacco”) (hereinafter, “JT Pharmaceutical Business”) through a company split (simplified absorption-type split) (hereinafter, the “Absorption-type Split”), and to enter into an agreement regarding the acceptance of all issued shares of Akros Pharma Inc. (a 100% sub- subsidiary of Japan Tobacco, hereinafter, “Akros”) by Shionogi Inc., a SHIONOGI subsidiary company in the U.S.A. (hereinafter, the “Share Acceptance”). As a result of the Tender Offer, which the Company has implemented since May 8, 2025, Torii Pharmaceutical became an equity-method affiliate of the Company on June 25, 2025, which is the commencement date of settlement for the Tender Offer. Torii Pharmaceutical resolved at its extraordinary general meeting of shareholders held on September 1, 2025 to acquire all of Torii Pharmaceutical’s common shares held by Japan Tobacco (hereinafter referred to as the “Share Repurchase”), and the Share Repurchase became effective on the same day. As a result, Torii Pharmaceutical became a subsidiary of the Company on September 1, 2025, the effective date of the Share Repurchase. On December 1, 2025, the Company completed the succession to the JT Pharmaceutical Business through a simplified absorption-type split, and Akros became a wholly owned subsidiary of Shionogi Inc. through the Share Acceptance. Torii Pharmaceutical 1. Outline of business combination (1) Name and the line of business of the acquired company Name Torii Pharmaceutical Co., Ltd. Line of business Manufacture and sale of pharmaceutical products Date of acquisition September 1, 2025 (2) Main reasons for the business combination The SHIONOGI Group had been considering a collaboration with the JT Pharmaceutical Business since the beginning of 2024 to realize its vision “Building Innovation Platforms to Shape the Future of Healthcare ” in its efforts relating to the STS2030 Revision, its medium -term business plan. After careful consideration, it concluded that acquiring the JT Pharmaceutical Business and making Akros and Torii Pharmaceutical wholly owned subsidiaries were highly significant to realizing the vision. 11
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 While the JT Pharmaceutical Business is responsible for research and development, Torii Pharmaceutical is responsible for manufacturing, sales, and promotional activities. By establishing an integrated value chain between the two companies, we have created an efficient collaborative framework. Torii Pharmaceutical is a pharmaceutical company with strengths in the areas of skin diseases, allergens, and kidney/dialysis. To achieve its medium - to long-term business vision “VISION2030” and ensure sustainable growth beyond 2030, it has been focusing on “maximizing the value of existing products and development products ” and “acquiring new in -licensed products.” After this transaction, synergies can be anticipated, such as the following: (1) the distinct strengths of the Company and Torii Pharmaceutical with regard to medical departments and facilities will be integrated, expanding the scope of information provision and also enabling the provision of information that meets the needs of doctors; (2) the potential for global expansion of future development pipelines will increase, leading to strengthened sales through the accumulation of R&D and sales data collected and evaluated both in Japan and overseas; and (3) by utilizing the Company’s manufacturing facilities, a flexible in-house production system can be established, including the ability to increase production. Therefore, Torii Pharmaceutical became a subsidiary of the SHIONOGI Group by repurchasing its shares from Japan Tobacco, the former parent company of Torii Pharmaceutical. (3) Ratio of equity interest acquired Voting Rights Ratio Equity Ownership Ratio Percentage immediately prior to acquisition 38.46% 38.46% Percentage on the acquisition date 61.54% 47.88% Percentage after acquisition 100.00% 86.34% 2. Fair value of the consideration for the acquired company Fair value of existing equity interest 69,754 million yen 3. Fair values of assets acquired, liabilities assumed and consideration paid as of the acquisition date (Million yen) Provisional fair value Revised amount Fair value after revision Fair value of acquisition consideration 69,754 - 69,754 Fair values of assets acquired and liabilities assumed Intangible assets (Note 2) 5,576 8,117 13,693 Other financial assets (non-current) 34,351 - 34,351 Other non-current assets 11,101 - 11,101 Inventories 20,177 413 20,590 Trade receivables 31,879 - 31,879 Other financial assets (current) 12,132 - 12,132 Cash and cash equivalents 4,414 - 4,414 Other current assets 1,917 - 1,917 Other non-current liabilities (3,364) (2,686) (6,051) Trade payables (9,008) - (9,008) Other financial liabilities (current) (48,557) - (48,557) Other current liabilities (2,899) - (2,899) Fair values of assets acquired and liabilities assumed (net) 57,721 5,843 63,564 Goodwill (Note 3) 19,918 (5,044) 14,873 Non-controlling interests (Note 4) (7,884) (798) (8,682) Total 69,754 - 69,754 (Notes) 1. In the first quarter of the fiscal year ending March 31, 2027, the fair values of identifiable assets and liabilities on the acquisition date were calculated, and the allocation of the acquisition consideration has been completed. 2. Intangible assets are primarily sales rights. 3. Goodwill is primarily generated in relation to expected future profitability. None of the recognized goodwill is expected to be deductible for tax purposes. 4. Non-controlling interests are measured by multiplying the percentage of non-controlling interests by the identifiable net assets of the acquired company on the date control was acquired. 12
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 4. The acquisition-related expenses 791 million yen Acquisition-related expenses are included in "Selling, general and administrative expenses" in the consolidated statement of profit or loss. 5. Cash flows associated with the acquisition Acquisition consideration in cash - Cash and cash equivalents received on acquisition date 4,414 million yen Payments for acquisition of subsidiaries 4,414 million yen 6. Business combinations achieved in stages The loss on the step acquisition is not material. 7. Additional acquisition In October 2025, the Company acquired additional shares of Torii Pharmaceutical, which became a consolidated subsidiary in September 2025, through a squeeze-out procedure. We have determined that it is appropriate to account for this acquisition as a single transaction together with the Share Repurchase. As a result, our equity interest in Torii Pharmaceutical has increased from 86.34 percent to 100.00 percent. The acquisition consideration for the additional shares of T orii Pharmaceutical acquired through the squeeze-out procedure was 11,026 million yen. As a result of this additional acquisition, non-controlling interests decreased by 8,682 million yen and goodwill increased by 2,343 million yen. JT Pharmaceutical Business 1. Outline of business combination (1) Name and the line of business of the acquired company Name Japan Tobacco Inc. Line of business Pharmaceutical business Date of acquisition December 1, 2025 (2) Main reasons for the business combination The JT Pharmaceutical Business has been engaged in research and development of prescription drugs since entering the business in 1987, aiming to create first -in-class small molecule drugs through stable research and development investment. Currently, under the business purpose of “valuing science, technology, and human resources and contributing to patients' health ” and aiming to create original new drugs that can be used internationally, Japan Tobacco conducts research and development, while Torii Pharmaceutical handles manufacturing, sales, and promotion activities, building an integrated value chain and maximizing synergies within the group. The JT Pharmaceutical Business focuses on three priority research and development areas: cardiovascular, renal, and muscle; immunology and inflammation; and central nervous system. It has strengths in efficient and rapid clinical development through specialization on research and development in small molecule drug discovery and collaboration between domestic and international research and development bases. To deliver new drugs created in-house to patients as early as possible, the JT Pharmaceutical Business actively engages in out - licensing and partnerships with global mega-pharma companies, in addition to promoting in-house development. To realize its Vision, the Company concluded that by acquiring the JT Pharmaceutical Business, which has strengths in small molecule drug discovery and high research and development capabilities, it would be possible to accelerate the development of promising pipeline projects held by the two companies and increase the efficiency and speed of business operations through the establishment of a collaborative structure with the Company's pharmaceutical manufacturing functions. The Company believes that this business combination will create a leading company that delivers innovative pharmaceuticals from Japan to the world, contributing to the health of patients and people worldwide and contributing to the realization of a sustainable and healthy society. 2. Fair value of the consideration for the acquired company Fair value of acquisition consideration 4,271 million yen (Adjusted for working capital) 13
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 3. Fair values of assets acquired, liabilities assumed and consideration paid as of the acquisition date (Million yen) Provisional fair value Revised amount Fair value after revision Fair value of acquisition consideration 4,271 - 4,271 Fair values of assets acquired and liabilities assumed Intangible assets (Note 2) 45,933 7,569 53,502 Property, plant and equipment 28,406 - 28,406 Other non-current assets 7,106 - 7,106 Other current assets 15,603 - 15,603 Other non-current liabilities (35,902) (2,379) (38,282) Other current liabilities (13,093) - (13,093) Fair values of assets acquired and liabilities assumed (net) 48,053 5,189 53,242 Bargain purchase gain (Note 3) (43,781) (5,189) (48,970) Total 4,271 - 4,271 (Notes) 1. In the first quarter of the fiscal year ending March 31, 2027, the fair values of identifiable assets and liabilities on the acquisition date were calculated, and the allocation of the acquisition consideration has been completed. 2. Intangible assets are primarily sales rights. 3. In measuring the fair value of the acquired assets, the fair value of the net assets acquired exceeded the consideration transferred due to the recognition of valuation gains on intangible assets and property, plant and equipment (land and buildings). As a result, a bargain purchase gain of 48,970 million yen was recognized from this absorption-type split and was recorded in “Other revenue” in the consolidated statement of profit or loss. 4. The acquisition-related expenses 708 million yen Acquisition-related expenses are included in "Selling, general and administrative expenses" in the consolidated statement of profit or loss. 5. Cash flows associated with the acquisition Acquisition consideration in cash 4,271 million yen Cash and cash equivalents received on acquisition date - Payments for acquisition of businesses 4,271 million yen Akros Pharma Inc. 1. Outline of business combination (1) Name and the line of business of the acquired company Name Akros Pharma Inc. Line of business Clinical development and exploration of joint research and new technology projects overseas Date of acquisition December 1, 2025 (2) Main reasons for the business combination Please refer to “1. Outline of business combination (2) Main reasons for the business combination ” of the JT Pharmaceutical Business. (3) Ratio of equity interest acquired Voting Rights Ratio Percentage immediately prior to acquisition - Percentage on the acquisition date 100.00% Percentage after acquisition 100.00% 2. Fair value of the consideration for the acquired company Fair value of acquisition consideration 4,238 million yen (Adjusted for working capital) 14
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 3. Fair values of assets acquired, liabilities assumed and consideration paid as of the acquisition date (Million yen) Provisional fair value Revised amount Fair value after revision Fair value of acquisition consideration 4,238 - 4,238 Fair value of assets acquired and liabilities assumed Other financial assets (non‑current) 1,954 - 1,954 Other non‑current assets 1,154 - 1,154 Other current assets 513 - 513 Cash and cash equivalents 2,583 - 2,583 Other non‑current liabilities (986) - (986) Other current liabilities (891) - (891) Fair values of assets acquired and liabilities assumed (net) 4,328 - 4,328 Bargain purchase gain (Note 2) (89) - (89) Total 4,238 - 4,238 (Notes) 1. In the first quarter of the fiscal year ending March 31, 2027, the fair values of identifiable assets and liabilities on the acquisition date were calculated, and the allocation of the acquisition consideration has been completed. 2. The bargain purchase gain that arose as a result of measuring the assets acquired and liabilities assumed at fair value in connection with the business combination and comparing them with the consideration paid was recorded in “Other revenue” in the consolidated statement of profit or loss. 4. Cash flows associated with the acquisition Acquisition consideration in cash 4,238 million yen Cash and cash equivalents received on acquisition date 2,583 million yen Payments for acquisition of subsidiaries 1,655 million yen (Edaravone business) Effective April 1, 2026, the Company acquired the business related to edaravone (product name in Japan: RADICUT, product name in the U.S.: RADICAVA), a drug developed and marketed by Tanabe Pharma Corporation for the treatment of amyotrophic lateral sclerosis (ALS). The acquired business includes intellectual property rights, sales rights, and other related assets and liabilities in major countries and regions, as well as equity interests in RADIANCE NEWCO, LLC and one other company, which operate the business. In addition, RADIANCE NEWCO, LLC and one other company became consolidated subsidiaries of the Company as a result of the business acquisition. Furthermore, on July 1, 2026, an absorption-type merger was completed in which Shionogi Inc. was the surviving company and RADIANCE NEWCO, LLC was the absorbed company. 1. Outline of business combination (1) Details of the acquired business and date of acquisition Line of business Sales of edaravone, a treatment for amyotrophic lateral sclerosis (ALS), etc. Date of acquisition April 1, 2026 (2) Main reasons for the business combination The Company has identified “Contribute to a healthy and prosperous life ” as one of its material issues. It has designated rare diseases and other QOL diseases with significant social impact, for which substantial unmet needs are expected in the future, as focus areas for research and development, and is working to provide solutions in these areas. Through this business acquisition, the Company has acquired global intellectual property rights, sales rights, and other rights related to edaravone, a treatment for the rare disease ALS, as well as personnel with expertise in the rare disease area, know-how in business operations, and a business foundation in the United States. Through this acquisition, the Company aims to strengthen its business foundation and enhance its corporate value over the medium to long term by maximizing the value of edaravone and expanding its provision of solutions in the rare disease area. 15
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 (3) The method by which the acquiring company obtained control of the acquired business and the acquired company On April 1, 2026, the Company acquired intellectual property rights, sales rights, and other assets and liabilities related to the edaravone business in major countries and regions, as well as 100% of the equity interests in RADIANCE NEWCO, LLC and one oth er company, which operate the said business, thereby obtaining control of these companies. 2. Fair value of the consideration for the acquired company Cash 393,010 million yen Contingent consideration 4,480 million yen Total 397,490 million yen 3. Contingent consideration Contingent consideration is payable upon the occurrence of future events specified in the contract, and the fair value of 4,480 million yen was recognized as of the acquisition date. 4. The acquisition-related expenses 588 million yen Acquisition-related expenses are included in "Selling, general and administrative expenses" in the consolidated statement of profit or loss. 5. Fair values of assets acquired, liabilities assumed, and consideration paid as of the acquisition date (Million yen) Provisional fair value Fair value of acquisition consideration 397,490 Fair values of assets acquired and liabilities assumed Intangible assets (Note 2) 354,878 Inventories 14,144 Trade receivables (Note 3) 9,501 Cash and cash equivalents 1,133 Other non-current assets 30 Other current assets 7 Other current liabilities (16,269) Fair values of assets acquired and liabilities assumed (net) 363,426 Goodwill (Note 4) 34,064 Total 397,490 (Note)1. The fair values of assets and liabilities have been reviewed as of June 30, 2026, and the allocation of the acquisition cost has not been completed. Therefore, provisional accounting treatment has been applied based on reasonable information available at that time. 2. Intangible assets are primarily sales rights. 3. The fair value of the acquired receivables is approximately equal to the contractual amount receivable. None of the contractual amount receivable is expected to be uncollectible. 4. Goodwill is primarily generated in relation to expected future profitability. None of the recognized goodwill is expected to be deductible for tax purposes. 6. Cash flows associated with the acquisition Acquisition consideration in cash 393,010 million yen Cash and cash equivalents received on acquisition date 1,133 million yen Payments for acquisition of businesses 391,877 million yen 7. Impact on business performance Revenue and profit arising on and after the acquisition date in relation to this business combination are 25,985 million yen and 870 million yen, respectively. Pro forma information on SHIONOGI ’s revenue and profit assuming that the business combination had occurred at the beginning of the fiscal year ending March 31, 2027 has been omitted, as the acquisition date was the beginning of the fiscal year ending March 31, 2027. 16
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SHIONOGI & CO.,LTD. (4507) Financial Results for the 1st Quarter of FY2026 Additional Information (Implementation of provisional accounting treatment for the acquisition of additional shares of ViiV Healthcare Ltd.) Regarding the application of the equity method to ViiV Healthcare Ltd., for which additional shares were acquired in the fiscal year ended March 31, 2026, since the allocation of purchase price has not been completed in the first quarter of the fiscal year ending March 31, 2027, provisional accounting treatment has been applied based on reasonable information available at this time. 17