SEC Form 6-K filed by Honda Motor Company Ltd.

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF FEBRUARY 2026

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

2-3, Toranomon 2-chome, Minato-ku, Tokyo 105-8404, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒  Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Contents

Exhibit 1:

Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal third quarter ended December 31, 2025.

Exhibit 2:

Notice Concerning Cancellation of the Company’s Own Shares (Cancellation of the Company’s Own Shares pursuant to Article 178 of the Company Law)

Exhibit 3:

Notice Concerning Changes in Executive Officers and Directors

Exhibit 4

Notice Regarding Reorganization of the Company and its Consolidated Subsidiary

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: February 10, 2026

Consolidated Financial Results for the Fiscal Third Quarter Ended December 31, 2025 (IFRS)

February 10, 2026

 

Company name		:  Honda Motor Co., Ltd.
Listing		:  Tokyo Stock Exchange
Securities code		:  7267
URL		:  https://global.honda/en/investors/
Representative		:  Toshihiro Mibe, Director, President and Representative Executive Officer
Inquiries		:  Masao Kawaguchi, Head of Accounting and Finance Unit Tel. +81-3-3423-1111
Scheduled date to commence dividend payments		:  —
Supplemental materials prepared for consolidated financial results		:  Yes
Holdings of financial results meeting		:  Yes

(Amounts are rounded to the nearest million yen)

1. Consolidated Financial Results for the Nine Months Ended December 31, 2025 (from April 1, 2025 to December 31, 2025)

 

(1) Consolidated operating results (for the nine months ended December 31)		(% of change from the same period of the previous fiscal year)

 

		Sales revenue								Operating profit								Profit before income taxes								Profit for the period								Profit for the period attributable to owners of the parent								Comprehensive income for the period
Nine months ended			Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%
December 31, 2025			15,975,664				-2.2				591,505				-48.1				771,787				-37.0				519,207				-39.7				465,437				-42.2				1,166,796				8.2
December 31, 2024			16,328,725				8.9				1,139,920				5.9				1,225,559				-3.1				860,427				-6.9				805,263				-7.4				1,078,630				-21.1

 

		Earnings per share attributable to owners of the parent - Basic				Earnings per share attributable to owners of the parent - Diluted
Nine months ended		Yen				Yen
December 31, 2025		115.53				115.53
December 31, 2024		169.69				169.69

Explanatory note:

 

Basic and diluted earnings per share are calculated based on the profit for the period attributable to owners of the parent.

(2) Consolidated financial position

 

		$				$				$				$
		Total assets				Total equity				Equity attributable to owners of the parent				Ratio of equity attributable to owners of the parent to total assets
As of			Yen (millions)				Yen (millions)				Yen (millions)				%
December 31, 2025			32,849,551				12,778,460				12,465,664				37.9
March 31, 2025			30,775,867				12,627,822				12,326,529				40.1

2. Dividends

 

		$				$				$				$				$
		Annual dividends per share
		First quarter-end				Second quarter-end				Third quarter-end				Fiscal year-end				Total
		Yen				Yen				Yen				Yen				Yen
Fiscal year ended March 31, 2025			—				34.00				—				34.00				68.00
Fiscal year ending March 31, 2026			—				35.00				—
Fiscal year ending March 31, 2026 (forecast)															35.00				70.00

Explanatory note:

 

Revisions to the forecast of dividends most recently announced: None

3. Forecast of Consolidated Financial Results for the Fiscal Year Ending March 31, 2026 (from April 1, 2025 to March 31, 2026)

(% of change from the previous fiscal year)

 

		Sales revenue								Operating profit								Profit before income taxes								Profit for the year								Profit for the year attributable to owners of the parent								Earnings per share attributable to owners of the parent
		Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen (millions)				%				Yen
Full-year			21,100,000				-2.7				550,000				-54.7				620,000				-52.9				360,000				-60.1				300,000				-64.1				75.05

Explanatory note:

Revisions to the forecast of consolidated financial results most recently announced: Yes

*Explanatory notes

(1) Significant changes in the scope of consolidation during the period: None

 

(2) Changes in accounting policies and changes in accounting estimates

 

(3) Number of issued shares (common shares)

 

(i)

Number of issued shares at the end of the period (including treasury stock)

 

 

(ii)

Number of treasury stock at the end of the period

 

 

(iii)

Average number of shares outstanding during the period

 

 

*	Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or an audit firm: None

 

*	Proper use of earning forecasts, and other special matters

This announcement contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that the actual results of the Company could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in the principal markets of the Company, its consolidated subsidiaries and its affiliates accounted for by the equity-method, and fluctuation of foreign exchange rates, as well as other factors detailed from time to time.

Honda’s American Depositary Shares are listed and traded on the New York Stock Exchange. One American Depositary Share represents three common shares.

This document, Form 6-K (to be submitted to the U.S. Securities and Exchange Commission), is submitted to Tokyo Stock Exchange as English translation of the Japanese original. Therefore, there are some discrepancies between this translated document and the Japanese original.

For supplemental materials prepared for consolidated financial results and other information, please refer to Honda’s Investor Relations website (URL https://global.honda/en/investors/).

TABLE OF CONTENTS

Consolidated Financial Results for the Fiscal Third Quarter Ended December 31, 2025

 

1. Overview of Consolidated Financial Results			2
2. Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements			3
[1] Condensed Consolidated Statements of Financial Position			3
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income			4
Condensed Consolidated Statements of Income For the nine months ended December 31, 2024 and 2025			4
Condensed Consolidated Statements of Comprehensive Income For the nine months ended December 31, 2024 and 2025			5
[3] Condensed Consolidated Statements of Changes in Equity			6
[4] Condensed Consolidated Statements of Cash Flows			7
[5] Assumptions for Going Concern			8
[6] Notes to Condensed Consolidated Interim Financial Statements			8

 

—1—

1. Overview of Consolidated Financial Results

Consolidated Operating Results

Honda’s consolidated sales revenue for the nine months ended December 31, 2025 decreased by 2.2%, to JPY 15,975.6 billion from the same period last year, due mainly to negative foreign currency translation effects, which was partially offset by increased sales revenue in Motorcycle business. Operating profit decreased by 48.1%, to JPY 591.5 billion from the same period last year, due mainly to impact of changes in the electric vehicle (EV) market environment as well as tariff impacts, which was partially offset by increased profit attributable to price and cost impacts. Profit before income taxes decreased by 37.0%, to JPY 771.7 billion from the same period last year. Profit for the period attributable to owners of the parent decreased by 42.2%, to JPY 465.4 billion from the same period last year.

Consolidated Statements of Financial Position

Total assets as of December 31, 2025 increased by JPY 2,073.6 billion, to JPY 32,849.5 billion from March 31, 2025 due mainly to increased equipment on operating leases as well as positive foreign currency translation effects. Total liabilities increased by JPY 1,923.0 billion, to JPY 20,071.0 billion from March 31, 2025 due mainly to increased financing liabilities as well as positive foreign currency translation effects, which was partially offset by decreased trade payables. Total equity increased by JPY 150.6 billion, to JPY 12,778.4 billion from March 31, 2025 due mainly to increased retained earnings attributable to profit for the period as well as positive foreign currency translation effects, which was partially offset by a decrease attributable to acquisition of the Company’s own shares.

 

—2—

2. Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements

[1] Condensed Consolidated Statements of Financial Position

March 31, 2025 and December 31, 2025

 

		Yen (millions)
		Mar. 31, 2025				Dec. 31, 2025
Assets
Current assets:
Cash and cash equivalents			4,528,795				4,846,521
Trade receivables			1,160,847				1,153,983
Receivables from financial services			2,755,800				2,928,514
Other financial assets			208,478				188,032
Inventories			2,470,590				2,425,337
Other current assets			563,252				834,495
Total current assets			11,687,762				12,376,882
Non-current assets:
Investments accounted for using the equity method			1,242,614				1,298,743
Receivables from financial services			6,172,817				6,698,497
Other financial assets			873,459				1,145,400
Equipment on operating leases			5,748,187				6,301,343
Property, plant and equipment			3,209,921				3,288,109
Intangible assets			1,126,019				1,034,050
Deferred tax assets			143,499				183,558
Other non-current assets			571,589				522,969
Total non-current assets			19,088,105				20,472,669
Total assets			30,775,867				32,849,551
Liabilities and Equity
Current liabilities:
Trade payables			1,663,487				1,576,540
Financing liabilities			4,497,747				4,943,485
Accrued expenses			728,935				682,498
Other financial liabilities			276,861				287,016
Income taxes payable			108,562				195,641
Provisions			388,441				461,054
Other current liabilities			951,124				947,816
Total current liabilities			8,615,157				9,094,050
Non-current liabilities:
Financing liabilities			6,953,520				8,292,269
Other financial liabilities			301,439				311,056
Retirement benefit liabilities			288,472				298,860
Provisions			667,274				614,917
Deferred tax liabilities			718,084				839,929
Other non-current liabilities			604,099				620,010
Total non-current liabilities			9,532,888				10,977,041
Total liabilities			18,148,045				20,071,091
Equity:
Common stock			86,067				86,067
Capital surplus			205,299				205,304
Treasury stock			(1,272,845	)			(1,943,023	)
Retained earnings			11,122,187				11,293,380
Other components of equity			2,185,821				2,823,936
Equity attributable to owners of the parent			12,326,529				12,465,664
Non-controlling interests			301,293				312,796
Total equity			12,627,822				12,778,460
Total liabilities and equity			30,775,867				32,849,551

 

—3—

[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Income

For the nine months ended December 31, 2024 and 2025

 

		Yen (millions)
		Nine months ended Dec. 31, 2024				Nine months ended Dec. 31, 2025
Sales revenue			16,328,725				15,975,664
Operating costs and expenses:
Cost of sales			(12,802,734	)			(12,744,567	)
Selling, general and administrative			(1,639,854	)			(1,733,830	)
Research and development			(746,217	)			(905,762	)
Total operating costs and expenses			(15,188,805	)			(15,384,159	)
Operating profit			1,139,920				591,505
Share of profit (loss) of investments accounted for using the equity method			(27,265	)			24,041
Finance income and finance costs:
Interest income			150,800				129,242
Interest expense			(38,042	)			(43,161	)
Other, net			146				70,160
Total finance income and finance costs			112,904				156,241
Profit before income taxes			1,225,559				771,787
Income tax expense			(365,132	)			(252,580	)
Profit for the period			860,427				519,207
Profit for the period attributable to:
Owners of the parent			805,263				465,437
Non-controlling interests			55,164				53,770
		Yen
Earnings per share attributable to owners of the parent
Basic and diluted			169.69				115.53

 

—4—

Condensed Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2024 and 2025

 

		Yen (millions)
		Nine months ended Dec. 31, 2024				Nine months ended Dec. 31, 2025
Profit for the period			860,427				519,207
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans			1				(16,640	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			(5,581	)			99,653
Share of other comprehensive income of investments accounted for using the equity method			(4,782	)			2,486
Items that may be reclassified subsequently to profit or loss
Net changes in revaluation of financial assets measured at fair value through other comprehensive income			76				138
Exchange differences on translating foreign operations			203,219				529,090
Cash flow hedges			—				11,899
Share of other comprehensive income of investments accounted for using the equity method			25,270				20,963
Total other comprehensive income, net of tax			218,203				647,589
Comprehensive income for the period			1,078,630				1,166,796
Comprehensive income for the period attributable to:
Owners of the parent			1,010,220				1,092,974
Non-controlling interests			68,410				73,822

 

—5—

[3] Condensed Consolidated Statements of Changes in Equity

For the nine months ended December 31, 2024

 

		Yen (millions)
		Equity attributable to owners of the parent																								Non-controlling interests				Total equity
		Common stock				Capital surplus				Treasury stock				Retained earnings				Other components of equity				Total
Balance as of April 1, 2024			86,067				205,073				(550,808	)			10,644,213				2,312,450				12,696,995				308,877				13,005,872
Comprehensive income for the period
Profit for the period															805,263								805,263				55,164				860,427
Other comprehensive income, net of tax																			204,957				204,957				13,246				218,203
Total comprehensive income for the period															805,263				204,957				1,010,220				68,410				1,078,630
Reclassification to retained earnings															(42,999	)			42,999				—								—
Transactions with owners and other
Dividends paid															(347,805	)							(347,805	)			(77,890	)			(425,695	)
Purchases of treasury stock											(292,247	)											(292,247	)							(292,247	)
Disposal of treasury stock											324												324								324
Share-based payment transactions							251																251								251
Equity transactions and others																											3,982				3,982
Total transactions with owners and other							251				(291,923	)			(347,805	)							(639,477	)			(73,908	)			(713,385	)
Balance as of December 31, 2024			86,067				205,324				(842,731	)			11,058,672				2,560,406				13,067,738				303,379				13,371,117

For the nine months ended December 31, 2025

 

		Yen (millions)
		Equity attributable to owners of the parent																								Non-controlling interests				Total equity
		Common stock				Capital surplus				Treasury stock				Retained earnings				Other components of equity				Total
Balance as of April 1, 2025			86,067				205,299				(1,272,845	)			11,122,187				2,185,821				12,326,529				301,293				12,627,822
Comprehensive income for the period
Profit for the period															465,437								465,437				53,770				519,207
Other comprehensive income, net of tax																			627,537				627,537				20,052				647,589
Total comprehensive income for the period															465,437				627,537				1,092,974				73,822				1,166,796
Reclassification to retained earnings															(10,578	)			10,578				—								—
Transactions with owners and other
Dividends paid															(284,390	)							(284,390	)			(62,319	)			(346,709	)
Purchases of treasury stock											(670,932	)											(670,932	)							(670,932	)
Disposal of treasury stock											754												754								754
Share-based payment transactions							5																5								5
Total transactions with owners and other							5				(670,178	)			(284,390	)							(954,563	)			(62,319	)			(1,016,882	)
Other changes															724								724								724
Balance as of December 31, 2025			86,067				205,304				(1,943,023	)			11,293,380				2,823,936				12,465,664				312,796				12,778,460

 

—6—

[4] Condensed Consolidated Statements of Cash Flows

For the nine months ended December 31, 2024 and 2025

 

		Yen (millions)
		Nine months ended Dec. 31, 2024				Nine months ended Dec. 31, 2025
Cash flows from operating activities:
Profit before income taxes			1,225,559				771,787
Depreciation, amortization and impairment losses excluding equipment on operating leases			547,970				655,710
Loss (gain) on disposal of property, plant and equipment and intangible assets			16,808				96,385
Share of (profit) loss of investments accounted for using the equity method			27,265				(24,041	)
Finance income and finance costs, net			(150,508	)			(9,729	)
Interest income and interest costs from financial services, net			(129,857	)			(140,106	)
Changes in assets and liabilities
Trade receivables			231,008				45,798
Inventories			(31,135	)			147,295
Trade payables			(148,419	)			(147,896	)
Accrued expenses			(66,460	)			(99,013	)
Provisions and retirement benefit liabilities			18,388				(42,884	)
Receivables from financial services			(786,260	)			(179,113	)
Equipment on operating leases			(484,806	)			(338,508	)
Other assets and liabilities			(58,905	)			(84,929	)
Other, net			9,238				(574	)
Dividends received			114,687				85,437
Interest received			552,972				578,914
Interest paid			(312,413	)			(335,602	)
Income taxes paid, net of refunds			(421,808	)			(301,193	)
Net cash provided by operating activities			153,324				677,738
Cash flows from investing activities:
Payments for additions to property, plant and equipment			(327,265	)			(384,641	)
Payments for additions to and internally developed intangible assets			(231,025	)			(194,198	)
Proceeds from sales of property, plant and equipment and intangible assets			2,394				17,507
Payments for acquisitions of investments accounted for using the equity method			(89,974	)			(71,118	)
Proceeds from sales of investments accounted for using the equity method			12,113				22,393
Payments for acquisitions of other financial assets			(365,639	)			(155,276	)
Proceeds from sales and redemptions of other financial assets			362,622				229,652
Net cash used in investing activities			(636,774	)			(535,681	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities			6,544,635				5,960,945
Repayments of short-term financing liabilities			(6,194,170	)			(6,392,167	)
Proceeds from long-term financing liabilities			2,560,487				3,484,257
Repayments of long-term financing liabilities			(1,769,582	)			(2,009,362	)
Dividends paid to owners of the parent			(347,805	)			(284,390	)
Dividends paid to non-controlling interests			(50,622	)			(56,448	)
Purchases and sales of treasury stock, net			(291,923	)			(670,178	)
Repayments of lease liabilities			(56,247	)			(60,090	)
Other, net			4,043				—
Net cash provided by (used in) financing activities			398,816				(27,433	)
Effect of exchange rate changes on cash and cash equivalents			91,094				248,575
Net change in cash and cash equivalents			6,460				363,199
Cash and cash equivalents at beginning of year			4,954,565				4,528,795
Cash and cash equivalents at end of period			4,961,025				4,891,994

 

—7—

[5] Assumptions for Going Concern

None

[6] Notes to Condensed Consolidated Interim Financial Statements

[A] Changes in Presentation

Condensed consolidated statements of cash flows

For the nine months ended December 31, 2024, loss (gain) on disposal of property, plant and equipment and intangible assets was included in “Other, net” within cash flows from operating activities. Considering the increase in quantitative materiality of this item, this has been presented as a separate line item from the nine months ended December 31, 2025. To reflect this change in presentation, the condensed consolidated statements of cash flows for the nine months ended December 31, 2024 has been reclassified accordingly. As a result of this reclassification, JPY 26,046 million previously presented as “Other, net” within cash flows from operating activities for the nine months ended December 31, 2024 has been presented separately into JPY 16,808 million of “Loss (gain) on disposal of property, plant and equipment and intangible assets” and JPY 9,238 million of “Other, net” within cash flows from operating activities.

 

—8—

[B] Segment Information

Based on Honda’s organizational structure and characteristics of products and services, Honda discloses segment information in four categories: Reportable segments of Motorcycle business, Automobile business and Financial services business, and other segments that are not reportable. The other segments are combined and disclosed in Power products and other businesses. Segment information is based on the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for segment information are consistent with the accounting policies used in the Company’s condensed consolidated interim financial statements.

Principal products and services, and functions of each segment are as follows:

 

Segment		Principal products and services		Functions
Motorcycle Business		Motorcycles, all-terrain vehicles (ATVs), side-by-sides (SxS) and relevant parts		Research and development Manufacturing Sales and related services
Automobile Business		Automobiles and relevant parts		Research and development Manufacturing Sales and related services
Financial Services Business		Financial services		Retail loan and lease related to Honda products Others
Power Products and Other Businesses		Power products and relevant parts, and others		Research and development Manufacturing Sales and related services Others

Segment information based on products and services

As of and for the nine months ended December 31, 2024

 

		Yen (millions)
		Motorcycle Business				Automobile Business				Financial Services Business				Power Products and Other Businesses				Segment Total				Reconciling Items				Consolidated
Sales revenue:
External customers			2,706,994				10,684,534				2,659,673				277,524				16,328,725				—				16,328,725
Intersegment			—				214,088				3,509				23,789				241,386				(241,386	)			—
Total			2,706,994				10,898,622				2,663,182				301,313				16,570,111				(241,386	)			16,328,725
Segment profit (loss)			501,683				402,617				244,996				(9,376	)			1,139,920				—				1,139,920
Segment assets			2,160,559				12,138,809				15,683,077				586,235				30,568,680				805,470				31,374,150
Depreciation and amortization			54,190				475,975				651,615				12,218				1,193,998				—				1,193,998
Capital expenditures			52,503				502,082				2,358,941				8,796				2,922,322				—				2,922,322

As of and for the nine months ended December 31, 2025

 

		Yen (millions)
		Motorcycle Business				Automobile Business				Financial Services Business				Power Products and Other Businesses				Segment Total				Reconciling Items				Consolidated
Sales revenue:
External customers			2,933,678				10,219,750				2,555,325				266,911				15,975,664				—				15,975,664
Intersegment			—				215,096				2,572				23,771				241,439				(241,439	)			—
Total			2,933,678				10,434,846				2,557,897				290,682				16,217,103				(241,439	)			15,975,664
Segment profit (loss)			546,576				(166,481	)			218,006				(6,596	)			591,505				—				591,505
Segment assets			2,525,745				12,308,888				16,960,722				572,743				32,368,098				481,453				32,849,551
Depreciation and amortization			53,224				461,997				693,941				11,706				1,220,868				—				1,220,868
Capital expenditures			73,016				480,983				2,034,533				14,038				2,602,570				—				2,602,570

Explanatory notes:

 

1.	Intersegment sales revenues are generally made at values that approximate arm’s-length prices.

 

2.

Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of December 31, 2024 and 2025 amounted to JPY 1,095,540 million and JPY 784,212 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

 

—9—

Impact of changes in EV market environment

Due to the slowdown in the expansion of the electric vehicle (EV) market in regions such as North America and Europe, Honda has been experiencing impacts including lower EV sales units and higher sales incentives per unit than initially expected. Furthermore, following the United States government policy shifts, including the abolition of tax incentives for EV purchases and the easing of emissions regulations, as well as the imposition of import tariffs, the growth of the EV market in the United States is expected to slow down even further. On the other hand, in Asia, while the EV market continues to grow, competition is intensifying due to the rise of local OEMs. Due to the recent changes in EV market environment, the Honda global EV sales ratio in 2030 is now expected to be 20%, lower than the previously announced target of 30%.

As part of the revision to the product launch plan to address the changes in the market condition, Honda decided to cancel development of certain EV models, and discontinue and reduce manufacturing of EV models jointly developed under a certain alliance agreement.

As a result, for the nine months ended December 31, 2025, the Company and its certain subsidiaries recognized losses and expenses of JPY 142,416 million in cost of sales, JPY 8,935 million in selling, general and administrative expenses, and JPY 128,013 million in research and development expenses in the condensed consolidated statements of income. These losses and expenses are included in Automobile business. The breakdown of these losses and expenses is as follows.

 

-

Additional provisions of JPY 103,077 million related to the onerous contract under the alliance agreement, primarily due to a shift in the United States government policy, including the imposition of tariffs, the abolition of tax incentives for EV purchases, and the easing of emissions regulations, as well as a reduction in production volume, which resulted in decreased economic benefits and increased costs.

-	Impairment losses of JPY 80,741 million recognized for the entire carrying amount of property, plant and equipment, intangible assets and other non-current assets related to the discontinued EV model such as product specific equipment and capitalized development costs.

-	Losses of JPY 95,546 million from the disposal of the intangible assets due to the cancellation of development for specific EV models.

For the contingent liability related to the alliance agreement described above, see [E] Other.

[C] Cash and Cash Equivalents

The reconciliation of the amount of cash and cash equivalents between condensed consolidated statements of financial position and condensed consolidated statements of cash flows is as follows.

 

		Yen (millions)
		As of December 31, 2025
Cash and cash equivalents in the condensed consolidated statements of financial position			4,846,521
Cash and cash equivalents included in assets held for sale			45,473
Cash and cash equivalents in the condensed consolidated statements of cash flows			4,891,994

Assets held for sale as of December 31, 2025 are presented in other current assets in the condensed consolidated statements of financial position.

 

—10—

[D] Subsequent Event

Cancellation of the Company’s own shares

The Board of Directors of the Company, at its meeting held on February 10, 2026, resolved that the Company will cancel its own shares pursuant to Article 178 of the Company Law.

1. Reason for cancellation of own shares

The Company will cancel its own shares for the purpose of improving efficiency of its capital structure.

2. Details of the cancellation

 

(1)

Class of shares to be cancelled:

Shares of common stock

 

(2)

Total number of shares to be cancelled:

747,000,000 shares (14.1% of total number of issued shares)

 

(3)

Scheduled date of the cancellation:

February 27, 2026

 

(4)

Total number of shares issued after the cancellation:

4,533,000,000 shares

[E] Other

Loss related to airbag inflators

Honda has been conducting market-based measures in relation to airbag inflators. Honda recognizes a provision for specific warranty costs when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. There is a possibility that Honda will need to recognize additional provisions when new evidence related to the product recalls arise, however, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report.

Contingent liabilities related to certain alliance agreements

As part of Honda’s automobile electrification strategies, Honda has entered into alliance agreements with third parties involving joint development, parts procurement, and products purchases. These alliances may result in additional losses or expenses where unforeseen factors arise, such as lower than expected sales volumes or rising costs. In estimating the likelihood and the amount of potential losses or expenses, it is necessary to consider the progress of negotiation, as certain provisions in the relevant agreements were unclear. However, due to high levels of uncertainty regarding the amount and timing of certain contingent liabilities, Honda is currently unable to estimate the potential exposure with sufficient reliability.

 

—11—

[Translation]

February 10, 2026

To Whom It May Concern:

 

		Company Name:		Honda Motor Co., Ltd
		Representative:		Toshihiro Mibe
				Director, President and Representative Executive Officer
				(Securities Code: 7267 Prime Market, TSE)
		Contact Person:		Masao Kawaguchi
				Head of Accounting and Finance Unit
				(TEL: +81-3-3423-1111)

Notice Concerning Cancellation of the Company’s Own Shares

(Cancellation of the Company’s Own Shares pursuant to Article 178 of the Company Law)

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 10, 2026, resolved that the Company will cancel its own shares pursuant to Article 178 of the Company Law.

Particulars

 

1.	Reason for cancellation of own shares

The Company will cancel its own shares for the purpose of improving efficiency of its capital structure.

 

2.	Details of the cancellation

 

(1)

Class of shares to be cancelled:

Shares of common stock

 

(2)

Total number of shares to be cancelled:

747,000,000 shares (14.1% of total number of issued shares)

 

(3)

Scheduled date of the cancellation:

February 27, 2026

 

(1)

Total number of shares issued after the cancellation:

4,533,000,000 shares

 

Reference:		The Company’s treasury stock held as of December 31, 2025
		Total number of issued shares (excluding treasury stock):		3,892,551,549 shares
		Total number of treasury stock:		1,387,448,451 shares

[Translation]

February 10, 2026

To Whom It May Concern:

 

		Company Name:		Honda Motor Co., Ltd
		Representative:		Toshihiro Mibe
				Director, President and Representative Executive Officer
				(Securities Code: 7267 Prime Market, TSE)
		Contact Person:		Masao Kawaguchi
				Head of Accounting and Finance Unit
				(TEL: +81-3-3423-1111)

Notice Concerning Changes in Executive Officers and Directors

Honda Motor Co., Ltd. (the “Company”) hereby announces that its Nominating Committee today made an internal decision on the following personnel changes in its Directors to become effective as of the date of the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2026, and that its Board of Directors today decided on personnel changes in Executive Officers and to become effective as of April 1, 2026.

The personnel changes in Directors to become effective as of the date of the Ordinary General Meeting of Shareholders scheduled to be held in June 2026 shall be formally determined at that Ordinary General Meeting of Shareholders.

Particulars

 

1.	Planned Personnel Changes in Directors

<As of April 1, 2026>

 

Name		Current Title		New Title
Katsushi Inoue		Director, Senior Managing Executive Officer		Director

<As of the date of the Ordinary General Meeting of Shareholders to be held in June 2026>

Candidate for Director to be newly appointed

 

Name		Current Title		New Title
Kazuhiro Takizawa		Managing Executive Officer		Director, Managing Executive Officer
Masao Kawaguchi		Operating Executive		Director, Executive Officer

Masao Kawaguchi is scheduled to be newly appointed to Executive Officer as of April 1, 2026.

 

-1-

Directors to retire and/or change executive title

 

Name		Current Title		New Title
Katsushi Inoue		Director, Senior Managing Executive Officer		(retire)
Eiji Fujimura		Director, Managing Executive Officer		Senior Managing Executive Officer

Eiji Fujimura is scheduled to be promoted from Managing Executive Officer to Senior Managing Executive Officer as of April 1, 2026.

 

2.	Planned Personnel Changes in Executive Officers

<As of April 1, 2026>

Executive Officers to be promoted

 

Name		Current Title		New Title
Eiji Fujimura		Managing Executive Officer		Senior Managing Executive Officer
Minoru Kato		Executive Officer		Managing Executive Officer

Executive Officers to be newly appointed

 

Name		Current Title		New Title
Ikuo Takeishi		Managing Officer Honda R&D Co., Ltd. Senior Managing Director, Honda Racing Corporation		Executive Officer
Masao Kawaguchi		Operating Executive		Executive Officer
Takashi Imai		Operating Executive		Executive Officer

Executive Officers to retire

 

Name		Current Title
Keiji Otsu		Managing Executive Officer
Yutaka Tamagawa		Executive Officer
Katsuto Hayashi		Executive Officer

 

-2-

<For Reference>

Compositions of Directors and Officers as of April 1, 2026 and as of the date of the Ordinary General Meeting of Shareholders to be held in June 2026

 

Name		As of April 1, 2026		As of the date of the Ordinary General Meeting of Shareholders
Toshihiro Mibe		Director, President and Representative Executive Officer		Director, President and Representative Executive Officer
Noriya Kaihara		Director, Executive Vice President and Representative Executive Officer		Director, Executive Vice President and Representative Executive Officer
Eiji Fujimura		Director, Senior Managing Executive Officer*1		Senior Managing Executive Officer
Kazuhiro Takizawa		Managing Executive Officer		Director, Managing Executive Officer*2
Masao Kawaguchi		Executive Officer*2		Director, Executive Officer*2
Katsushi Inoue		Director		-
Asako Suzuki		Director		Director
Jiro Morisawa		Director		Director
Kunihiko Sakai		Director*3		Director*3
Fumiya Kokubu		Director*3		Director*3
Yoichiro Ogawa		Director*3		Director*3
Kazuhiro Higashi		Director*3		Director*3
Ryoko Nagata		Director*3		Director*3
Mika Agatsuma		Director*3		Director*3
Masayuki Igarashi		Managing Executive Officer		Managing Executive Officer
Kensuke Oe		Managing Executive Officer		Managing Executive Officer
Manabu Ozawa		Managing Executive Officer		Managing Executive Officer
Hironao Ito		Managing Executive Officer		Managing Executive Officer
Ayumu Matsuo		Managing Executive Officer		Managing Executive Officer
Minoru Kato		Managing Executive Officer*1		Managing Executive Officer
Takashi Onuma		Executive Officer		Executive Officer
Daiki Mihara		Executive Officer		Executive Officer
Toshihiro Akiwa		Executive Officer		Executive Officer
Ikuo Takeishi		Executive Officer*2		Executive Officer
Takashi Imai		Executive Officer*2		Executive Officer

*¹ To be promoted

*² To be newly appointed

*³ Outside Directors

 

-3-

[Translation]

February 10, 2026

To Whom It May Concern:

 

		Company Name:		Honda Motor Co., Ltd
		Representative:		Toshihiro Mibe
				Director, President and Representative Executive Officer
				(Securities Code: 7267 Prime Market, TSE)
		Contact Person:		Masao Kawaguchi
				Head of Accounting and Finance Unit
				(TEL: +81-3-3423-1111)

Notice Regarding Reorganization of the Company and its Consolidated Subsidiary

Honda Motor Co., Ltd. (the “Company”) announces that the Company has resolved to have Honda R&D Co., Ltd., the Company’s consolidated subsidiary, succeed to the automobile product development and SDV* development functions of the Company by company split (the “Reorganization”).

The Reorganization falls under a category of a simplified absorption-type company split which is conducted between the Company and its wholly-owned subsidiary. Therefore, some of the relevant matters and details have been omitted from this disclosure.

*SDV: Software Defined Vehicle

 

1.	Purpose of the Reorganization

Regarding the Company’s automobile R&D functions, the Company has decided to transfer its automobile product development and SDV development functions to Honda R&D Co., Ltd. This transition is intended to shift from a separate operational structure —under which the Company develops production models and Honda R&D Co., Ltd. conducts research on future technologies—to an integrated structure in which the entire process, from the selection of technology themes through product market launches, is viewed as one integrated flow to drive end-to-end.

Through the Reorganization, the Company will strengthen its R&D foundation to respond flexibly and swiftly to rapid changes in the market environment and to continuously create compelling products.

 

2.	Summary of the Reorganization

 

(1)

Schedule of the Reorganization

 

Date of resolution by the board of directors		February 10, 2026
Date of execution of the Absorption-type Company Split Agreement		February 10, 2026
Scheduled date of the absorption-type company split (effective date)		April 1, 2026 (scheduled)
Date of registration of the absorption-type company split		April 1, 2026 (scheduled)

 

*

The Reorganization falls under a category of a simplified absorption-type company split as prescribed in Article 784, paragraph 2 of the Companies Act, and therefore, the Company will conduct the Reorganization without obtaining a resolution at the shareholders’ meeting.

(2)

Method of the Reorganization

The Reorganization is a simplified absorption-type company split in which Honda R&D Co., Ltd. will be a succeeding company and the Company will be a split company.

 

(3)

Allotment of Consideration in relation to the Reorganization

Not applicable.

 

(4)

Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Reorganization

Not applicable.

 

(5)

Increase or Decrease of Stated Capital upon the Reorganization

There will be no increase/decrease in the stated capital of the Company as a result of the Reorganization.

 

(6)

Rights and Obligations to be Succeeded by the Succeeding Company

Honda R&D Co., Ltd. will succeed to such assets, liabilities, and the contractual status relating to the Reorganization as set forth in the Absorption-Type Company Split Agreement.

 

(7)

Prospects for Performance of Liabilities

The Company determines that there will be no concern in the Reorganization about prospects for performance of liabilities to be borne by Honda R&D Co., Ltd.

 

3.	Outline of the Parties to the Reorganization

 

				Split Company (the Company)		Succeeding Company
(a)		Company name		Honda Motor Co., Ltd.		Honda R&D Co., Ltd.
(b)		Registered office		TORANOMON ALCEA TOWER, 2-2-3, Toranomon, Minato-ku, Tokyo		1-4-1, Chuo, Wako-shi, Saitama
(c)		Title and name of the representative		Toshihiro Mibe Director, President and Representative Executive Officer		Keiji Otsu, President & Representative Director
(d)		Description of business		Manufacturing, sales, and other business for the Motorcycle business operations, Automobile business operations, Power Products business operations, and other business operations.		Research, development, and other business for the Motorcycle business operations, Automobile business operations, Power Products business operations, and other business operations.
(e)		Stated capital		86,067 million yen		7,400 million yen
(f)		Date of establishment		September 24, 1948		July 1, 1960
(g)		Number of issued and outstanding shares		5,280,000,000 shares		14,800,000 shares
(h)		Account closing date		March 31		March 31