Toyota (NYSE: TM) updates ESOP share-based compensation terms

Rhea-AI Filing Summary

Toyota Motor Corporation is partially amending its share-based compensation plan for certain senior employees that uses an ESOP trust structure. The plan continues to grant points based on individual and company performance, which convert into Toyota shares or cash equivalents.

The changes adjust when awards legally vest and how payouts work for employees outside Japan. Vesting now generally occurs on the retirement date rather than the following August business day. If an eligible employee is or will become a resident of a country not covered by the plan, their points are settled in cash instead of shares, with timing set by stock-grant rules. Death and plan termination provisions are clarified but remain broadly similar.

Key Terms

Share-Based Compensation Plan, ESOP (Employee Stock Ownership Plan) trust, vesting date, Eligible Employees, +1 more

5 terms

Share-Based Compensation Plan financial

"Notice of Partial Amendment to the Share-Based Compensation Plan for Employees"

ESOP (Employee Stock Ownership Plan) trust financial

"using an ESOP (Employee Stock Ownership Plan) trust (an “ESOP Trust”) structure"

vesting date financial

"The vesting date will be the date on which the Eligible Employee retires."

Eligible Employees financial

"for employees in “Senior Professional / Senior Management (Kanbushoku)” positions who satisfy certain requirements (the “Eligible Employees”)."

stock-grant rules financial

"the vesting date will be the date specified in the stock-grant rules."

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/18/2026 - 06:04 AM Accepted by SEC EDGAR 06/18/2026 - 06:03 AM Learn about SEC filing dates

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 of Partial Amendment to the Share-Based Compensation Plan for Employees, as filed by the registrant with the Tokyo Stock Exchange on June 18, 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 18, 2026

[Reference Translation]

June 18, 2026

		Company name:		TOYOTA MOTOR CORPORATION
		Representative:		Kenta Kon, President (Code number:7203; TSE Prime/NSE Premier)
		Inquiries:		Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div. (Telephone: 0565-28-2121)

(Changes to Disclosed Matters) Notice of Partial Amendment to the

Share-Based Compensation Plan for Employees

As stated in the “Notice Concerning the Disposition of Treasury Stock under the Share-Based Compensation Plan for Employees” announced on August 7, 2025, Toyota Motor Corporation (“TMC”) determined on that date the total number of shares to be acquired by and other details under a share-based compensation plan (the “Plan”) using an ESOP (Employee Stock Ownership Plan) trust (an “ESOP Trust”) structure for employees in “Senior Professional / Senior Management (Kanbushoku)” positions who satisfy certain requirements (the “Eligible Employees”).

TMC hereby announces that it has decided to amend certain portions of the Plan, such as the vesting date and other provisions. Details are set forth below.

1. Reason for the Change

TMC has decided to amend certain portions of the Plan, such as the vesting date and other provisions, in light of practical operational considerations.

2. Details of the Change (The changes are underlined.)

[Before change]

2. Purposes and Reasons of the Disposal

[Omitted]

This Plan grants points to Eligible Employees based on factors such as their individual performance as well as TMC’s performance, and Delivers, etc. a number of TMC shares, etc., from the Trust corresponding to the number of points they have been awarded. TMC shares, etc. will be Delivered, etc. to Eligible Employees upon their retirement, in the event of their death, or if the Plan is terminated. In the event of the death of an Eligible Employee, all TMC shares corresponding to the number of points held by such Eligible Employee at that time will be converted into cash within the Trust, and the heir will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust.

The vesting date will be the first business day of August immediately following the end of the fiscal year in which the Eligible Employee retires. In the event of death of the Eligible Employee or termination of the Plan, the vesting date will be the first business day of the second month following the month in which such event occurs.

[Omitted]

[After change]

2. Purposes and Reasons of the Disposal

[Omitted]

This Plan grants points to Eligible Employees based on factors such as their individual performance as well as TMC’s performance, and Delivers, etc. a number of TMC shares, etc., from the Trust corresponding to the number of points they have been awarded. TMC shares, etc. will be Delivered, etc. to Eligible Employees upon their retirement, in the event of their death, if the Plan is terminated, or if it is decided that an Eligible Employee will become a resident of a country not covered by the Plan. However, if an Eligible Employee who has satisfied the stock-grant conditions is a not a resident of Japan, all TMC shares corresponding to the number of points held by such Eligible Employee at that time will be converted into cash within the Trust, and the Eligible Employee will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust. In addition, in the event of the death of an Eligible Employee, all TMC shares corresponding to the number of points held by such Eligible Employee at that time will be converted into cash within the Trust, and the heir will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust.

The vesting date will be the date on which the Eligible Employee retires. In the event of death of the Eligible Employee or termination of the Plan, the vesting date will be the first business day of the second month following the month in which such event occurs. If it is decided that an Eligible Employee will become a resident of a country not covered by the Plan, the vesting date will be the date specified in the stock-grant rules.

[Omitted]

END

FAQ

What change did Toyota (TM) make to its employee share-based compensation plan?

Toyota amended its ESOP-based share compensation plan for senior employees. The update mainly revises vesting timing and adds specific rules for employees who are or become residents of countries not covered by the plan, including cash settlement instead of share delivery in certain cases.

How did Toyota (TM) change the vesting date under the ESOP plan?

Toyota shifted the general vesting date to the employee’s retirement date. Previously, vesting occurred on the first business day of August following the fiscal year of retirement, simplifying timing and more closely aligning legal vesting with the actual retirement event.

How are Toyota (TM) employees outside Japan treated under the revised plan?

If an eligible Toyota employee who has met stock-grant conditions is not a resident of Japan, their points are converted into cash within the trust. The employee then receives cash equal to the share sale proceeds instead of receiving Toyota shares directly.

What happens if a Toyota (TM) employee becomes a resident of a country not covered by the plan?

If it is decided that an eligible employee will move to a country not covered by the plan, their vesting date follows the stock-grant rules. They are scheduled to receive a payout, with provisions allowing settlement consistent with the plan’s cross-border limitations.

How does the amended plan handle the death of a Toyota (TM) employee?

On an eligible employee’s death, all Toyota shares linked to their points are converted to cash within the trust. The heir then receives a cash payment equal to the proceeds from selling those shares, maintaining financial benefits without transferring share ownership.

Does Toyota’s (TM) ESOP plan still use performance-based points?

Yes. The plan continues to grant points to eligible employees based on individual performance and Toyota’s overall performance. These accumulated points determine how many Toyota shares, or equivalent cash amounts, the employee or their heirs eventually receive under the revised vesting and settlement rules.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 NOTICE OF PARTIAL AMENDMENT TO THE SHARE-BASED COMPENSATION PLAN FOR EMPLOYEES 8.6 KB