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Toyota Motor (NYSE: TM) to record 1,206.3B yen gain, 576.9B consolidated

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Toyota Motor Corporation has completed the sale of all 74,100,604 shares of Toyota Industries Corporation that it held, following completion of the Toyota Industries squeeze-out procedures and a share repurchase by Toyota Industries.

For the fiscal year ending March 31, 2027, Toyota expects to record gains on the sale of shares of subsidiaries and affiliates of 1,206.3 billion yen in its non-consolidated financial statements and an estimated 576.9 billion yen in its consolidated financial statements. The consolidated impact has already been reflected in the company’s forecast for consolidated results for that fiscal year, as included in the consolidated financial results for the fiscal year ended March 31, 2026.

Positive

  • None.

Negative

  • None.
Non-consolidated gain 1,206.3 billion yen Gains on sale of shares of subsidiaries and affiliates, FY ending March 31, 2027
Consolidated gain estimate 576.9 billion yen Estimated gains on sale of shares, FY ending March 31, 2027
Prior consolidated gain expectation 600 billion yen Initial expected consolidated gains for FY ending March 31, 2027 at March 30, 2026 press release
Toyota Industries shares sold 74,100,604 shares Toyota Industries Corporation shares held by Toyota and sold in share repurchase
Ownership percentage 24.66% Ownership percentage in Toyota Industries represented by the sold shares
Fiscal year end March 31, 2027 Fiscal year for which the gains will be recorded
Master Agreement financial
"the Company entered into the Master Agreement (Note 1) with Toyota Fudosan Co., Ltd."
A master agreement is a single, standing contract that lays out the core rules and terms for all future deals between two parties so each new transaction can be added quickly without renegotiating basics like payments, responsibilities, and how to resolve disputes. Investors care because it reduces legal and operational uncertainty, clarifies where risk and exposure sit, and can affect creditworthiness and valuation—think of it as the house rules that make many future transactions faster and safer.
Toyota Industries Share Repurchase financial
"in the share repurchase to be conducted by Toyota Industries (the “Toyota Industries Share Repurchase”)"
Toyota Industries Squeeze-Out Procedures financial
"on condition that the Toyota Industries Squeeze-Out Procedures (Note 3) have been completed"
non-consolidated financial statements financial
"in non-consolidated financial statements for the fiscal year ending March 31, 2027"
consolidated financial statements financial
"in consolidated financial statements for the fiscal year ending March 31, 2027"
Consolidated financial statements combine the financial results of a parent company and all the companies it controls into one set of reports, like showing the whole family’s budget instead of each person’s separate accounts. For investors this matters because it gives a complete picture of assets, debts, revenue and cash flow across the entire group, helping assess true size, risk and profitability without missing or double-counting related activity.
Consolidated Financial Results financial
"included in the Consolidated Financial Results for the Fiscal Year Ended March 31, 2026 (IFRS)"
Consolidated financial results are a company’s combined financial statements that merge the parent company with all the businesses it owns or controls, showing total revenue, expenses, assets and liabilities as if they were one operation. Investors rely on them to see the full economic picture—like viewing a household budget instead of individual wallets—so they can judge overall performance, risk and cash flow without double-counting internal transactions.
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Form 6-K: How Foreign Companies Report to the SEC →
 
 

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 June 2026

Commission File Number 001-14948

 

 

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

 

 

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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   X   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):     

 

 
 

Material Contained in this Report:

 

I.

English translation of the registrant’s announcement with respect to Notice Concerning Recording of Gains on Sale of Shares of Subsidiaries and Affiliates, as filed by the registrant with the Tokyo Stock Exchange on June 15, 2026.

SIGNATURES

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.

 

Toyota Motor Corporation
By:  

 /s/ Yoshihide Moriyama

  Name:   Yoshihide Moriyama
  Title:   General Manager,
    Capital Strategy & Affiliated Companies Finance Division

Date: June 15, 2026

LOGO

(Translation)

June 15, 2026

 

   Company name:   Toyota Motor Corporation
   Name of representative:   Yoichi Miyazaki, Executive Vice President
     (Securities code: 7203; Prime Market of the Tokyo Stock Exchange and Premier Market of the Nagoya Stock Exchange)
   Inquiries:   Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div.
     Tel: +81-(0)###-##-####)

Notice Concerning Recording of Gains on Sale of Shares of Subsidiaries and Affiliates

As stated in the “Notice Concerning Tender Offer for Own Shares and Repurchase of Shares” dated March 30, 2026 (the “March 30, 2026 Press Release”), Toyota Motor Corporation (the “Company” or “TMC”) entered into the Master Agreement (Note 1) with Toyota Fudosan Co., Ltd. (“Toyota Fudosan”) which includes, among other things, the sale of all 74,100,604 shares of share certificates of Toyota Industries Corporation (“Toyota Industries”) (such share certificates, the “Toyota Industries Shares”) held by the Company (the “Toyota Industries Shares Held by TMC”) (Ownership Percentage (Note 2): 24.66%) in the share repurchase to be conducted by Toyota Industries (the “Toyota Industries Share Repurchase”) on condition that the Toyota Industries Squeeze-Out Procedures (Note 3) have been completed.

As the Company has been notified by Toyota Fudosan that the Toyota Industries Squeeze-Out Procedures have been completed, pursuant to the Master Agreement, the Company has sold the Toyota Industries Shares Held by TMC in the Toyota Industries Share Repurchase. As a result, the Company expects to record gains on the sale of shares of subsidiaries and affiliates for the fiscal year ending March 31, 2027, as described below.

In addition, all of the Transactions Involving TMC (Note 4) described in the “Notice Concerning the Planned Tender Offer for Own Shares and Determination of Matters Relating to the Repurchase of Shares and the Retirement of Treasury Shares” announced on June 3, 2025 and the March 30, 2026 Press Release have been completed.

 

1.

Details of Gains on Sale of Shares of Subsidiaries and Affiliates

Gains on sale of shares of subsidiaries and affiliates in non-consolidated financial statements for the fiscal year ending March 31, 2027:   1,206.3 billion yen (final)

Gains on sale of shares of subsidiaries and affiliates in consolidated financial statements for the fiscal year ending March 31, 2027:   576.9 billion yen (estimate)

 

1

At the time of the March 30, 2026 Press Release, the Company expected to record 1,206.3 billion yen in gains on the sale of shares of subsidiaries and affiliates in its non-consolidated financial statements for the fiscal year ending March 31, 2027 and 600 billion yen in gains on the sale of shares of subsidiaries and affiliates in its consolidated financial statements for the fiscal year ending March 31, 2027. The Company hereby announces that, following the Toyota Industries Share Repurchase, it expects to record the above-mentioned gains on the sale of shares of subsidiaries and affiliates in its financial results for the first quarter of the fiscal year ending March 31, 2027. The Company will make a further announcement if any material changes requiring disclosure arise.

 

2.

Future Outlook

The impact of recording gains on the sale of shares of subsidiaries and affiliates described above on the Company’s consolidated financial results for the fiscal year ending March 31, 2027 has already been reflected in the forecast of consolidated results for the fiscal year ending March 31, 2027, which is included in the Consolidated Financial Results for the Fiscal Year Ended March 31, 2026 (IFRS) announced by the Company on May 8, 2026.

 

(Note 1)

“Master Agreement” means the master agreement executed between the Company and Toyota Fudosan on June 3, 2025 which includes, among other things, that the Company: (i) will not tender any of the Toyota Industries Shares Held by TMC in the Tender Offer for Toyota Industries; (ii) will subscribe for preferred shares (non-voting shares that are class shares with no conversion rights to common shares) to be issued by the Parent Company of Toyota Industries’ Offeror through a third-party allotment (the “Contribution”) during the period from the successful completion of the Tender Offer for Toyota Industries to the settlement of the Tender Offer for Toyota Industries, subject to the successful completion of the Tender Offer for Toyota Industries; (iii) will conduct a tender offer for own shares (the “Tender Offer for Own Shares”) subject to a resolution for the Tender Offer for Own Shares by the board of directors of the Company; and (iv) will sell all of the Toyota Industries Shares Held by TMC in the Toyota Industries Share Repurchase after completion of the Toyota Industries Squeeze-Out Procedures. It was agreed under the Master Agreement that the Parent Company of Toyota Industries’ Offeror and Toyota Industries’ Offeror would also become parties to the Master Agreement after the establishment of the Parent Company of Toyota Industries’ Offeror and Toyota Industries’ Offeror, and subsequently as of June 20, 2025, the Parent Company of Toyota Industries’ Offeror and Toyota Industries’ Offeror became parties to the Master Agreement. Additionally, the Company executed an amendment to the Master Agreement on January 14, 2026 with respect to changes to the terms and conditions of the Contribution and the Tender Offer for Own Shares and related matters with Toyota Fudosan, the Parent Company of Toyota Industries’ Offeror, and Toyota Industries’ Offeror. Further, the Company executed an amendment to the Master Agreement on March 6, 2026 with respect to changes to the terms and conditions of the Toyota Industries Share Repurchase and related matters with Toyota Fudosan, the Parent Company of Toyota Industries’ Offeror, and Toyota Industries’ Offeror.

 

2

(Note 2)

“Ownership Percentage” means the ratio of the shares owned (rounded to two decimal places) to the number of shares (300,468,611 shares) obtained by deducting (i) the number of treasury shares (25,372,029 shares) held by Toyota Industries as of March 31, 2026 from (ii) the total number of issued shares of Toyota Industries as of March 31, 2026 (325,840,640 shares) as stated in the “Consolidated Financial Results for the Fiscal Year Ended March 31, 2026 (IFRS)” announced by Toyota Industries on April 28, 2026. On June 3, 2026, Toyota Industries conducted a share consolidation at a ratio of one share for every 74,100,604 shares of common stock (the “Toyota Industries Share Consolidation”). The indicated number of the Toyota Industries Shares Held by TMC is the number as of immediately prior to the Toyota Industries Share Consolidation. For details of the Toyota Industries Share Consolidation, please refer to the “Notice Concerning Resolution to Approve Share Consolidation, Abolition of Provision on Number of Shares Constituting One Unit, and Partial Amendment to Articles of Incorporation” announced by Toyota Industries on May 12, 2026.

 

(Note 3)

“Toyota Industries Squeeze-Out Procedures” means, in relation to a tender offer for the Toyota Industries Shares (the “Tender Offer for Toyota Industries”) by Toyota Asset Preparatory Co., Ltd. (“Toyota Industries’ Offeror”), a company established on June 9, 2025 separately from, and whose issued shares are fully owned by, Toyota Asset Co., Ltd. (the “Parent Company of Toyota Industries’ Offeror”) established by Toyota Fudosan on June 9, 2025, a series of transactions aimed at delisting Toyota Industries Shares by not tendering the Toyota Industries Shares Held by TMC in the Tender Offer for Toyota Industries and making Toyota Industries’ Offeror and the Company the only shareholders of Toyota Industries after the successful completion of the Tender Offer for Toyota Industries.

 

(Note 4)

“Transactions Involving TMC” means the Contribution, the Tender Offer for Own Shares, and the sale of the Toyota Industries Shares Held by TMC in the Toyota Industries Share Repurchase.

End

 

3

Source: View Original Filing on SEC EDGAR

FAQ

What transaction is Toyota Motor (TM) reporting in this 6-K filing?

Toyota Motor reports completion of the sale of all 74,100,604 Toyota Industries Corporation shares it held through a share repurchase by Toyota Industries, following squeeze-out procedures, under a previously agreed Master Agreement.

How much gain will Toyota Motor (TM) record on a non-consolidated basis?

Toyota expects to record gains of 1,206.3 billion yen on the sale of shares of subsidiaries and affiliates in its non-consolidated financial statements for the fiscal year ending March 31, 2027, reflecting the completed Toyota Industries share repurchase.

What is the expected consolidated gain for Toyota Motor (TM) from this share sale?

Toyota estimates consolidated gains of 576.9 billion yen for the fiscal year ending March 31, 2027, from the sale of shares of subsidiaries and affiliates, tied to the Toyota Industries share repurchase transaction.

Was this gain already included in Toyota Motor (TM)’s earnings forecast?

Yes. The impact of recording gains on the sale of shares of subsidiaries and affiliates for the fiscal year ending March 31, 2027 has already been reflected in Toyota’s forecast of consolidated results disclosed with its March 31, 2026 consolidated financial results.

What ownership stake did Toyota Motor (TM) hold in Toyota Industries before the sale?

Before the sale, Toyota held 74,100,604 Toyota Industries Corporation shares, representing an ownership percentage of 24.66%. All of these shares were sold through Toyota Industries’ share repurchase after completion of squeeze-out procedures.

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