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6-K

Honda Motor Co Ltd (HMC)

6-K 2026-05-14 For: 2026-05-14
View Original
Added on May 16, 2026
Table of Contents

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 MAY 2026

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDAMOTOR 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): ☐

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Contents

Exhibit 1:

Honda Motor Co., Ltd. announced its consolidated financial results for the fiscal year ended March 31, 2026.

Exhibit 2:

Notice Concerning Differences between Forecasts and Actual Consolidated Financial Results for the Fiscal Year Ended March 31, 2026

Exhibit 3:

Notice Concerning Changes in Executives and the Board of Directors Structure

Exhibit 4:

Announcement Regarding the Indefinite Suspension of its Plan to Establish Comprehensive Electric Vehicle Value Chain in Ontario, Canada

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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.

HONDA GIKEN KOGYO KABUSHIKI KAISHA
(HONDA MOTOR CO., LTD.)
/s/ Koji Ito
Koji Ito
General Manager
Finance Division
Honda Motor Co., Ltd.

Date: May 14, 2026

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Consolidated Financial Results for the Fiscal Year EndedMarch 31, 2026 (IFRS)

May 14, 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<br>Officer
Inquiries :  Sumihiro Takahashi, Head of Accounting and Finance Unit<br><br><br>Tel. +81-3-3423-1111
Scheduled date of annual general meeting of shareholders :  To be determined
Scheduled date to commence dividend payments :  June 9, 2026
Scheduled date to file annual securities report :  To be determined
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 Fiscal Year Ended March 31, 2026 (from April 1, 2025 to March 31, 2026)

(1) Consolidated operating results (% of change from the previous fiscal year)
Sales revenue Operating profit Profit before<br>income taxes Profit for the year Profit for the year<br>attributable toowners of the parent Comprehensiveincome for theyear
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Fiscal year ended Yen (millions) % Yen (millions) % Yen (millions) % Yen (millions) % Yen (millions) % Yen (millions) %
March 31, 2026 21,796,610 0.5 -414,346 -403,300 -353,023 -423,941 539,347 -29.6
March 31, 2025 21,688,767 6.2 1,213,486 -12.2 1,317,640 -19.8 903,034 -23.6 835,837 -24.5 766,276 -63.1
Earnings per shareattributable to ownersof the parent - Basic Earnings per shareattributable to ownersof the parent - Diluted Return on equityattributable toowners of the parent Ratio of profit beforeincome taxes to total assets Ratio of operating profit tosales revenue
--- --- --- --- --- --- --- --- --- --- ---
Fiscal year ended Yen Yen % % %
March 31, 2026 -106.06 -106.06 -3.5 -1.3 -1.9
March 31, 2025 178.93 178.93 6.7 4.4 5.6

Reference: Share of profit (loss) of investments accounted for using the equity method

Fiscal year ended March 31, 2026: JPY -162,080 million    Fiscal year ended March 31, 2025: JPY 982 million

Explanatory notes:

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

(2) Consolidated financial position

Total assets Total equity Equity attributable to ownersof the parent Ratio of equity attributableto owners of the parent tototal assets Equity per shareattributable to owners ofthe parent
As of Yen (millions) Yen (millions) Yen (millions) % Yen
March 31, 2026 33,509,285 12,148,072 11,817,512 35.3 3,035.91
March 31, 2025 30,775,867 12,627,822 12,326,529 40.1 2,835.96

(3) Consolidated cash flows

Cash flows fromoperating activities Cash flows frominvesting activities Cash flows fromfinancing activities Cash and cash equivalents<br>at end of year
Fiscal year ended Yen (millions) Yen (millions) Yen (millions) Yen (millions)
March 31, 2026 1,135,261 -852,166 -36,917 5,118,477
March 31, 2025 292,152 -941,966 280,477 4,528,795

2. Dividends

Annual dividends per share Total amount<br>of dividends Payout ratio(Consolidated) Ratio of dividends onequity attributable toowners of the parent
First quarter-end Second quarter-end Third quarter-end Fiscal year-end Total
Yen Yen Yen Yen Yen Yen (millions) % %
Fiscal year ended March 31, 2025 34.00 34.00 68.00 307,347 38.0 2.5
Fiscal year ended March 31, 2026 35.00 35.00 70.00 272,860 2.4
Fiscal year ending March 31, 2027 (forecast) 35.00 35.00 70.00 104.8

3. Forecast of Consolidated Financial Results for the Fiscal Year Ending March 31, 2027 (from April 1, 2026 toMarch 31, 2027)

(% of change from the previous fiscal year)

Sales revenue Operating profit Profit before<br>income taxes Profit for the year Profit for the year<br>attributable to ownersof the parent Earnings per shareattributable to ownersof the parent
Yen (millions) % Yen (millions) % Yen (millions) % Yen (millions) % Yen (millions) % Yen
Full-year 23,150,000 6.2 500,000 500,000 335,000 260,000 66.79
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*Explanatory notes

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

Newly included: - companies (Company name: -)
Excluded: - companies (Company name: -)

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

(i) Changes in accounting policies required by IFRS : None
(ii) Changes in accounting policies due to other reason : None
(iii) Changes in accounting estimates : None

(3) Number of issued shares (common shares)

(i) Number of issued shares at the end of the period (including treasury stock)
As of March 31, 2026 4,533,000,000 shares
--- ---
As of March 31, 2025 5,280,000,000 shares
(ii) Number of treasury stock at the end of the period
--- ---
As of March 31, 2026 640,419,559 shares
--- ---
As of March 31, 2025 933,490,429 shares
(iii) Average number of shares outstanding during the period
--- ---
Fiscal year ended March 31, 2026 3,997,276,887 shares
--- ---
Fiscal year ended March 31, 2025 4,671,383,489 shares

[Reference] Overview of non-consolidated financial results

1. Non-consolidated operating results for the year ended March 31, 2026 (from April 1, 2025 toMarch 31, 2026)

(1) Non-consolidated operating results (% of change from the previous fiscal year)
Net sales Operating profit Ordinary profit Profit for the year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Fiscal year ended Yen (millions) % Yen (millions) % Yen (millions) % Yen (millions) %
March 31, 2026 4,406,974 -4.1 -160,848 529,933 -48.3 -194,827
March 31, 2025 4,596,209 1.1 -12,992 1,025,746 19.4 930,050 34.3
Basic earnings per share Diluted earnings per share
Fiscal year ended Yen Yen
March 31, 2026 -48.74
March 31, 2025 199.10
(2) Non-consolidated financial position
Total assets Net assets Equity-to-asset ratio Net assets per share
As of Yen (millions) Yen (millions) % Yen
March 31, 2026 4,446,052 1,896,051 42.6 487.09
March 31, 2025 4,501,503 3,033,806 67.4 697.99

Reference: Equity

As of March 31, 2026: JPY 1,896,051 million   As of March 31, 2025: JPY 3,033,806 million

Explanatory notes:

For non-consolidated operating results, amounts in the millions of yen are rounded down to the nearest million yen.

* Financial results reports are exempt from audit conducted by certified public accountants or an audit firm.
* 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.

For the assumptions of forecasts, please refer to page 3 [2] Forecasts for the Fiscal Year Ending March 31, 2027.

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/).

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TABLE OF CONTENTS

Consolidated Financial Results for the Fiscal Year Ended March 31, 2026

1. Overview of Consolidated Financial Results 2
[1] Overview of Consolidated Operating Results and Consolidated Financial Position 2
[2] Forecasts for the Fiscal Year Ending March 31, 2027 3
2. Basic Rationale for Selection of Accounting Standards 4
3. Consolidated Financial Statements and Notes to Consolidated Financial Statements 5
[1] Consolidated Statements of Financial Position 5
[2] Consolidated Statements of Income and Consolidated Statements of Comprehensive<br> Income 6
Consolidated Statements of Income 6
Consolidated Statements of Comprehensive Income 7
[3] Consolidated Statements of Changes in Equity 8
[4] Consolidated Statements of Cash Flows 9
[5] Assumptions for Going Concern 10
[6] Notes to Consolidated Financial Statements 11

—1—

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1. Overview of Consolidated Financial Results

[1] Overview of Consolidated Operating Results and Consolidated Financial Position

Consolidated Operating Results

Honda’s consolidated sales revenue for the fiscal year ended March 31, 2026 increased by 0.5%, to JPY 21,796.6 billion from the fiscal year ended March 31, 2025, due mainly to increased sales revenue in Motorcycle business, which was partially offset by decreased sales revenue in Automobile business as well as negative foreign currency translation effects. Operating loss was JPY 414.3 billion, a decrease of JPY 1,627.8 billion from the previous fiscal year, due mainly to the impact of EV (electric vehicle)-related losses as well as tariff impacts, which was partially offset by increased profit attributable to price and cost impacts. Loss before income taxes was JPY 403.3 billion, a decrease of JPY 1,720.9 billion from the previous fiscal year, due mainly to the impact of EV-related losses. Loss for the year attributable to owners of the parent was JPY 423.9 billion, a decrease of JPY 1,259.7 billion from the previous fiscal year. For the impact of EV-related losses, please refer to 3. Consolidated Financial Statements and Notes to Consolidated Financial Statements [6] Notes to Consolidated Financial Statements [B] Segment Information.

Consolidated Financial Position

Total assets as of March 31, 2026 increased by JPY 2,733.4 billion, to JPY 33,509.2 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 3,213.1 billion, to JPY 21,361.2 billion from March 31, 2025 due mainly to increased financing liabilities as well as positive foreign currency translation effects. Total equity decreased by JPY 479.7 billion, to JPY 12,148.0 billion from March 31, 2025 due mainly to a decrease attributable to acquisition of the company’s own shares as well as a decrease in retained earnings attributable to loss for the year, which was partially offset by positive foreign currency translation effects.

Consolidated Cash Flows

Consolidated cash and cash equivalents on March 31, 2026 increased by JPY 589.6 billion from March 31, 2025, to JPY 5,118.4 billion. The reasons for the increases or decreases for each cash flow activity, when compared with the previous fiscal year, are as follows:

Net cash provided by operating activities amounted to JPY 1,135.2 billion of cash inflows. Cash inflows from operating activities increased by JPY 843.1 billion compared with the previous fiscal year, due mainly to a decrease in payments for parts and raw materials as well as an increase in collections of receivables from financial services.

Net cash used in investing activities amounted to JPY 852.1 billion of cash outflows. Cash outflows from investing activities decreased by JPY 89.8 billion compared with the previous fiscal year, due mainly to a decrease in payments for acquisitions of investments accounted for using the equity method.

Net cash used in financing activities amounted to JPY 36.9 billion of cash outflows. Cash outflows from financing activities increased by JPY 317.3 billion compared with the previous fiscal year, due mainly to a decrease in proceeds from financing liabilities, which was partially offset by decreased repayments of financing liabilities.

—2—

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[2] Forecasts for the Fiscal Year Ending March 31, 2027

In regard to the forecasts of the financial results for the fiscal year ending March 31, 2027, Honda projects consolidated results to be as shown below:

Fiscal year ending March 31, 2027 Yen (billions) Changes from<br>FYE Mar. 31, 2026
Sales revenue 23,150.0 6.2 %
Operating profit 500.0
Profit before income taxes 500.0
Profit for the year 335.0
Profit for the year attributable to owners of the parent 260.0

Note: The forecasts are based on the assumption that the average exchange rates for the Japanese yen to the U.S. dollar will be JPY 145 for the full year ending March 31, 2027.

The reasons for the increases or decreases in the forecasts of the operating profit for the fiscal year ending March 31, 2027 from the previous year are as follows.

Yen (billions)
Sales impacts + 266.7
Price and cost impacts - 313.0
Expenses - 8.0
R&D expenses + 10.0
Currency effect - 142.0
Tariff impact + 147.0
EV-related losses for the fiscal year ended March 31,<br>2026 + 1,453.6
EV-related losses for the fiscal year ending<br>March 31, 2027 - 500.0
Operating profit compared with the fiscal year ended March 31, 2026 + 914.3

For more details of EV-related losses, please refer to 3. Consolidated Financial Statements and Notes to Consolidated Financial Statements [6] Notes to Consolidated Financial Statements [B] Segment Information.

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. The various factors for increases and decreases in profit have been classified in accordance with a method that Honda considers reasonable.

—3—

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2. Basic Rationale for Selection of Accounting Standards

The Company adopted IFRS for the Company’s consolidated financial statements from the fiscal year ended March 31, 2015 which have been included in the annual securities report (to be submitted to the Financial Services Agency of Japan) and Form 20-F (to be submitted to the U.S. Securities and Exchange Commission), aiming at improving comparability of financial information across international capital markets as well as standardization of financial information and enhancing efficiency of financial reporting of the Company and its consolidated subsidiaries.

—4—

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3. Consolidated Financial Statements and Notes to Consolidated FinancialStatements

[1] Consolidated Statements of Financial Position

March 31, 2025 and 2026

Yen (millions)
Mar. 31, 2025 Mar. 31, 2026
Assets
Current assets:
Cash and cash equivalents 4,528,795 **** 5,066,828 ****
Trade receivables 1,160,847 **** 1,270,476 ****
Receivables from financial services 2,755,800 **** 3,057,235 ****
Other financial assets 208,478 **** 296,974 ****
Inventories 2,470,590 **** 2,531,166 ****
Other current assets 563,252 **** 852,073 ****
Total current assets 11,687,762 **** 13,074,752 ****
Non-current assets:
Investments accounted for using the equity method 1,242,614 **** 1,128,118 ****
Receivables from financial services 6,172,817 **** 6,836,261 ****
Other financial assets 873,459 **** 1,211,519 ****
Equipment on operating leases 5,748,187 **** 6,433,793 ****
Property, plant and equipment 3,209,921 **** 3,196,382 ****
Intangible assets 1,126,019 **** 784,760 ****
Deferred tax assets 143,499 **** 301,011 ****
Other non-current assets 571,589 **** 542,689 ****
Total non-current assets 19,088,105 **** 20,434,533 ****
Total assets 30,775,867 **** 33,509,285 ****
Liabilities and Equity
Current liabilities:
Trade payables 1,663,487 **** 1,781,598 ****
Financing liabilities 4,497,747 **** 5,004,712 ****
Accrued expenses 728,935 **** 996,653 ****
Other financial liabilities 276,861 **** 264,598 ****
Income taxes payable 108,562 **** 109,036 ****
Provisions 388,441 **** 948,252 ****
Other current liabilities 951,124 **** 1,099,631 ****
Total current liabilities 8,615,157 **** 10,204,480 ****
Non-current liabilities:
Financing liabilities 6,953,520 **** 8,475,151 ****
Other financial liabilities 301,439 **** 316,498 ****
Retirement benefit liabilities 288,472 **** 309,885 ****
Provisions 667,274 **** 735,224 ****
Deferred tax liabilities 718,084 **** 677,391 ****
Other non-current liabilities 604,099 **** 642,584 ****
Total non-current liabilities 9,532,888 **** 11,156,733 ****
Total liabilities 18,148,045 **** 21,361,213 ****
Equity:
Common stock 86,067 **** 86,067 ****
Capital surplus 205,299 **** 204,894 ****
Treasury stock (1,272,845 ) **** (896,927 )
Retained earnings 11,122,187 **** 9,375,989 ****
Other components of equity 2,185,821 **** 3,047,489 ****
Equity attributable to owners of the parent 12,326,529 **** 11,817,512 ****
Non-controlling interests 301,293 **** 330,560 ****
Total equity 12,627,822 **** 12,148,072 ****
Total liabilities and equity 30,775,867 **** 33,509,285 ****

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[2] Consolidated Statements of Income and Consolidated Statements ofComprehensive Income

Consolidated Statements of Income

For the years ended March 31, 2025 and 2026

Yen (millions)
YearendedMar. 31, 2025 YearendedMar. 31, 2026
Sales revenue 21,688,767 **** 21,796,610 ****
Operating costs and expenses:
Cost of sales (17,024,788 ) **** (18,193,428 )
Selling, general and administrative (2,351,011 ) **** (2,476,882 )
Research and development (1,099,482 ) **** (1,540,646 )
Total operating costs and expenses (20,475,281 ) **** (22,210,956 )
Operating profit (loss) 1,213,486 **** (414,346 )
Share of profit (loss) of investments accounted for using the equity method 982 **** (162,080 )
Finance income and finance costs:
Interest income 191,131 **** 179,466 ****
Interest expense (54,907 ) **** (83,562 )
Other, net (33,052 ) **** 77,222 ****
Total finance income and finance costs 103,172 **** 173,126 ****
Profit (loss) before income taxes 1,317,640 **** (403,300 )
Income tax expense (414,606 ) **** 50,277 ****
Profit (loss) for the year 903,034 **** (353,023 )
Profit (loss) for the year attributable to:
Owners of the parent 835,837 **** (423,941 )
Non-controlling interests 67,197 **** 70,918 ****
Yen
Earnings (loss) per share attributable to owners of the parent
Basic and diluted 178.93 **** (106.06 )

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Consolidated Statements of Comprehensive Income

For the years ended March 31, 2025 and 2026

Yen (millions)
YearendedMar. 31, 2025 YearendedMar. 31, 2026
Profit (loss) for the year 903,034 **** (353,023 )
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans 26,727 **** (15,046 )
Net changes in revaluation of financial assets measured at fair value through other comprehensive<br>income (13,477 ) **** 131,114 ****
Share of other comprehensive income of investments accounted for using the equity method (6,499 ) **** 3,480 ****
Items that may be reclassified subsequently to profit or loss
Net changes in revaluation of financial assets measured at fair value through other comprehensive<br>income 415 **** (71 )
Exchange differences on translating foreign operations (162,325 ) **** 701,925 ****
Cash flow hedges **** 11,021 ****
Share of other comprehensive income of investments accounted for using the equity method 18,401 **** 59,947 ****
Total other comprehensive income, net of tax (136,758 ) **** 892,370 ****
Comprehensive income for the year 766,276 **** 539,347 ****
Comprehensive income for the year attributable to:
Owners of the parent 699,150 **** 445,315 ****
Non-controlling interests 67,126 **** 94,032 ****

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[3] Consolidated Statements of Changes in Equity

For the years ended March 31, 2025 and 2026

Yen (millions)
Equity attributable to owners of the parent Non-controllinginterests Totalequity
Commonstock Capitalsurplus Treasurystock Retainedearnings Othercomponentsof 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 year
Profit for the year 835,837 835,837 67,197 903,034
Other comprehensive income, net of tax (136,687 ) (136,687 ) (71 ) (136,758 )
Total comprehensive income for the year 835,837 (136,687 ) 699,150 67,126 766,276
Reclassification to retained earnings (10,058 ) 10,058
Transactions with owners and other
Dividends paid (347,805 ) (347,805 ) (78,692 ) (426,497 )
Purchases of treasury stock (722,365 ) (722,365 ) (722,365 )
Disposal of treasury stock 328 328 328
Share-based payment transactions 226 226 226
Equity transactions and others 3,982 3,982
Total transactions with owners and other 226 (722,037 ) (347,805 ) (1,069,616 ) (74,710 ) (1,144,326 )
Balance as of March 31, 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 year
Profit (loss) for the year (423,941 ) (423,941 ) 70,918 (353,023 )
Other comprehensive income, net of tax 869,256 869,256 23,114 892,370
Total comprehensive income for the year (423,941 ) 869,256 445,315 94,032 539,347
Reclassification to retained earnings 7,588 (7,588 )
Transactions with owners and other
Dividends paid (284,390 ) (284,390 ) (64,765 ) (349,155 )
Purchases of treasury stock (670,933 ) (670,933 ) (670,933 )
Disposal of treasury stock 663 663 663
Cancellation of treasury stock 1,046,188 (1,046,188 )
Share-based payment transactions (405 ) (405 ) (405 )
Total transactions with owners and other (405 ) 375,918 (1,330,578 ) (955,065 ) (64,765 ) (1,019,830 )
Other changes 733 733 733
Balance as of March 31, 2026 86,067 204,894 (896,927 ) 9,375,989 3,047,489 11,817,512 330,560 12,148,072

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[4] Consolidated Statements of Cash Flows

For the years ended March 31, 2025 and 2026

Yen (millions)
YearendedMar. 31, 2025 YearendedMar. 31, 2026
Cash flows from operating activities:
Profit (loss) before income taxes 1,317,640 **** (403,300 )
Depreciation, amortization and impairment losses excluding equipment on operating<br>leases 742,863 **** 1,303,263 ****
Loss (gain) on disposal of property, plant and equipment and intangible assets 22,079 **** 335,897 ****
Share of (profit) loss of investments accounted for using the equity method (982 ) **** 162,080 ****
Finance income and finance costs, net (169,976 ) **** (61,735 )
Interest income and interest costs from financial services, net (171,854 ) **** (191,268 )
Changes in assets and liabilities
Trade receivables 69,199 **** (56,262 )
Inventories (79,464 ) **** 81,624 ****
Trade payables 112,635 **** 29,534 ****
Accrued expenses 72,803 **** 87,069 ****
Provisions and retirement benefit liabilities 128,447 **** 525,725 ****
Receivables from financial services (904,344 ) **** (246,923 )
Equipment on operating leases (690,110 ) **** (365,571 )
Other assets and liabilities (58,502 ) **** (21,550 )
Other, net (14 ) **** (15,357 )
Dividends received 126,343 **** 90,083 ****
Interest received 737,648 **** 790,595 ****
Interest paid (439,081 ) **** (495,270 )
Income taxes paid, net of refunds (523,178 ) **** (413,373 )
Net cash provided by operating activities 292,152 **** 1,135,261 ****
Cash flows from investing activities:
Payments for additions to property, plant and equipment (510,803 ) **** (612,065 )
Payments for additions to and internally developed intangible assets (336,632 ) **** (285,480 )
Proceeds from sales of property, plant and equipment and intangible assets 12,258 **** 31,952 ****
Proceeds from sales of subsidiaries, net of cash and cash equivalents disposed of **** 3,596 ****
Payments for acquisitions of investments accounted for using the equity method (157,013 ) **** (74,800 )
Proceeds from sales of investments accounted for using the equity method 21,486 **** 29,708 ****
Payments for acquisitions of other financial assets (419,222 ) **** (242,033 )
Proceeds from sales and redemptions of other financial assets 447,960 **** 296,956 ****
Net cash used in investing activities (941,966 ) **** (852,166 )
Cash flows from financing activities:
Proceeds from short-term financing liabilities 8,988,964 **** 7,542,779 ****
Repayments of short-term financing liabilities (8,648,271 ) **** (8,228,184 )
Proceeds from long-term financing liabilities 3,809,432 **** 4,585,687 ****
Repayments of long-term financing liabilities (2,658,526 ) **** (2,824,118 )
Dividends paid to owners of the parent (347,805 ) **** (284,390 )
Dividends paid to non-controlling interests (67,186 ) **** (78,199 )
Purchases and sales of treasury stock, net (722,037 ) **** (670,270 )
Repayments of lease liabilities (78,137 ) **** (80,222 )
Other, net 4,043 **** ****
Net cash provided by (used in) financing activities 280,477 **** (36,917 )
Effect of exchange rate changes on cash and cash equivalents (56,433 ) **** 343,504 ****
Net change in cash and cash equivalents (425,770 ) **** 589,682 ****
Cash and cash equivalents at beginning of year 4,954,565 **** 4,528,795 ****
Cash and cash equivalents at end of year 4,528,795 **** 5,118,477 ****

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[5] Assumptions for Going Concern

None

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[6] Notes to Consolidated Financial Statements

[A] Changes in Presentation

Consolidated statements ofcash flows

For the year ended March 31, 2025, 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 year ended March 31, 2026. To reflect this change in presentation, the consolidated statements of cash flows for the year ended March 31, 2025 has been reclassified accordingly. As a result of this reclassification, JPY 22,065 million previously presented as “Other, net” within cash flows from operating activities for the year ended March 31, 2025 has been presented separately into JPY 22,079 million of “Loss (gain) on disposal of property, plant and equipment and intangible assets” and JPY -14 million of “Other, net” within cash flows from operating activities.

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[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 consolidated 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),<br>side-by-sides (SxS) and relevant parts Research and development<br><br><br>Manufacturing<br> <br>Sales and related services
Automobile Business Automobiles and relevant parts Research and development<br><br><br>Manufacturing<br> <br>Sales and related services
Financial Services Business Financial services Retail loan and lease related to Honda products<br><br><br>Others
Power Products and Other Businesses Power products and relevant parts,<br>and others Research and development<br><br><br>Manufacturing <br>Sales and related services<br> <br>Others

Segment information based on products and services

As of and for the year ended March 31, 2025

Yen (millions)
MotorcycleBusiness AutomobileBusiness FinancialServicesBusiness Power Products<br>and OtherBusinesses SegmentTotal ReconcilingItems Consolidated
Sales revenue:
External customers 3,626,603 14,169,240 3,507,766 385,158 21,688,767 21,688,767
Intersegment 298,616 4,457 29,452 332,525 (332,525 )
Total 3,626,603 14,467,856 3,512,223 414,610 22,021,292 (332,525 ) 21,688,767
Segment profit (loss) 663,443 243,853 315,634 (9,444 ) 1,213,486 1,213,486
Segment assets 2,248,809 11,874,764 15,713,348 576,347 30,413,268 362,599 30,775,867
Depreciation and amortization 72,443 642,506 881,500 16,356 1,612,805 1,612,805
Capital expenditures 94,688 797,831 3,125,821 18,468 4,036,808 4,036,808

As of and for the year ended March 31, 2026

Yen (millions)
MotorcycleBusiness AutomobileBusiness FinancialServicesBusiness Power Productsand OtherBusinesses SegmentTotal ReconcilingItems Consolidated
Sales revenue:
External customers **** 4,018,837 **** 13,863,362 **** **** 3,529,484 **** 384,927 **** **** 21,796,610 **** **** **** **** 21,796,610 ****
Intersegment **** **** 303,548 **** **** 3,259 **** 35,449 **** **** 342,256 **** **** (342,256 ) **** ****
Total **** 4,018,837 **** 14,166,910 **** **** 3,532,743 **** 420,376 **** **** 22,138,866 **** **** (342,256 ) **** 21,796,610 ****
Segment profit (loss) **** 731,926 **** (1,411,140 ) **** 275,532 **** (10,664 ) **** (414,346 ) **** **** **** (414,346 )
Segment assets **** 2,713,735 **** 12,484,767 **** **** 17,282,581 **** 593,582 **** **** 33,074,665 **** **** 434,620 **** **** 33,509,285 ****
Depreciation and amortization **** 74,343 **** 601,267 **** **** 958,880 **** 16,055 **** **** 1,650,545 **** **** **** **** 1,650,545 ****
Capital expenditures **** 135,989 **** 879,031 **** **** 2,766,150 **** 23,539 **** **** 3,804,709 **** **** **** **** 3,804,709 ****

Explanatory notes:

1. Intersegment sales revenues are generally made at values that approximate<br>arm’s-length prices.
2. Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate<br>assets. Unallocated corporate assets, included in reconciling items as of March 31, 2025 and 2026 amounted to JPY 979,954 million and JPY 976,245 million, respectively, which consist primarily of the Company’s cash and cash<br>equivalents and financial assets measured at fair value through other comprehensive income.
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Impact on Automobile business due to changes in the EV market environment

The Company has been promoting initiatives toward electrification of its automobile business with the aim of achieving carbon neutrality for all products and corporate activities Honda is involved in by 2050. However, the business environment surrounding the Company has been changing rapidly, and the outlook remains uncertain. In the United States, the expansion of the EV market has slowed due to revisions to EV incentives and the easing of fossil fuel regulations, resulting in impacts such as a decrease in EV sales volume and an increase in sales incentives. Given the changes in the market environment, as part of the revision of its product launch plans, the Company decided during the year ended March 31, 2026 to cancel the launch and development of a certain EV model, and to discontinue production or reduce production volume for EV models jointly developed under a certain alliance agreement. Furthermore, on March 12, 2026, the Company reassessed its automobile electrification strategy and made additional decisions, including the cancellation of development and market launch of certain EV models that had been planned for production in North America. In addition, for certain EV models jointly developed with our joint venture and scheduled to be manufactured by the Company’s subsidiary in North America, the joint venture decided to cancel their development and market launch. In China, while the EV market continues to grow, competition has intensified due to the rapid emergence of new EV manufacturers. Under such a challenging and competitive environment, the Company has also revised its product launch plans for certain EV models.

As a result, for the year ended March 31, 2026, the Company and its certain consolidated subsidiaries recognized losses and expenses of JPY 1,047,918 million in cost of sales, JPY 7,889 million in selling, general and administrative expenses, JPY 397,870 million in research and development expenses, and JPY 124,128 million in share of profit (loss) of investments accounted for using the equity method in the consolidated statements of income. These losses and expenses are included in Automobile business. The breakdown of these losses and expenses is as follows.

Impairment losses and losses on disposal of non-financial assets

Impairment losses (JPY 521,377 million) and losses on disposal (JPY 331,426 million) of non-financial assets mainly consist of the following items and are recorded in cost of sales of JPY 454,933 million and research and development expenses of JPY 397,870 million in the consolidated statements of income for the year ended March 31, 2026.

  • Impairment losses (JPY 521,377 million): Impairment losses mainly on property, plant and equipment and other non-current assets (including manufacturing equipment) related to EV models in North America for which the Company decided to discontinue production or cancel development and market launch, as well as impairment losses on intangible assets (capitalized development costs) related to EV models discontinued in North America and certain EV models in China. The recoverable amount of these non-financial assets is measured at fair value less costs of disposal; however, as the assets cannot be practically sold or repurposed, the Company assessed the fair value less costs of disposal as zero. A Level 3 fair value hierarchy is assigned since observable inputs are not available.

  • Losses on disposal (JPY 331,426 million): Losses resulting from derecognition of intangible assets (capitalized development costs) related to EV models in North America for which development was canceled prior to market launch.

For certain EV models in North America for which development and market launch were canceled, the Company’s subsidiary in North America is entitled to reimbursement from the joint venture for the expenditures incurred due to the cancellation. The reimbursement has been recognized as other receivables, which is presented within trade receivables in the consolidated statements of financial position and is included in cost of sales in the consolidated statements of income. In addition, the reimbursement costs recognized by the joint venture are included in the share of profit (loss) of investments accounted for using the equity method.

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Share of profit (loss) of investments accounted for using the equity method

Share of profit (loss) of investments accounted for using the equity method (JPY 124,128 million) includes, in addition to the reimbursement costs recognized by the joint venture described above, impairment losses of JPY 90,882 million on investments accounted for using the equity method related to certain joint ventures in China.

Provisions for EV-related losses

Provisions for EV-related losses include provisions recognized due to changes in the EV market environment and the reassessment of the automobile electrification strategy. Additional provisions (JPY 667,366 million) mainly consist of the following items:

  • Additional provisions of JPY 106,296 million were recognized for an onerous contract under the alliance agreement, primarily due to a shift in the United States government policy, including the imposition of tariffs, the elimination 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.

  • Additional provisions of JPY 561,070 million were recognized for losses or expenses arising from contracts entered into with other parties in relation to EV models, including compensation related to alliance agreements and contracts for parts supply and procurement.

For information on subsequent event related to the reassessment of the automobile electrification strategy, see [E] Subsequent Event.

[C] Cash and Cash Equivalents

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

Yen (millions)
As of March 31, 2026
Cash and cash equivalents in the consolidated statements of financial position 5,066,828
Cash and cash equivalents included in assets held for sale 51,649
Cash and cash equivalents in the consolidated statements of cash flows 5,118,477

Assets held for sale as of March 31, 2026 are presented in other current assets in the consolidated statements of financial position.

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[D] Information about per common share

Equity per share attributable to owners of the parent as of March 31, 2025 and 2026 are calculated based on the following information.

2025 2026
Equity attributable to owners of the parent (millions of yen) 12,326,529 **** 11,817,512
The number of shares outstanding at the end of the year (excluding treasury stock)<br>(shares) 4,346,509,571 **** 3,892,580,441
Equity per share attributable to owners of the parent (yen) 2,835.96 **** 3,035.91

Earnings (loss) per share attributable to owners of the parent for the years ended March 31, 2025 and 2026 are calculated based on the following information. There were no significant potentially dilutive common shares outstanding for the years ended March 31, 2025 and 2026.

2025 2026
Profit (loss) for the year attributable to owners of the parent (millions of yen) 835,837 **** (423,941 )
Weighted average number of common shares outstanding, basic (shares) 4,671,383,489 **** 3,997,276,887 ****
Basic earnings (loss) per share attributable to owners of the parent (yen) 178.93 **** (106.06 )

[E] Subsequent Event

Subsequent event related to the reassessment of the automobile electrification strategy

The Company and its consolidated subsidiaries had historically entered into contracts with suppliers for the procurement of parts. During the year ended March 31, 2026, the Company decided to cancel the development and market launch of EV models that were planned for production in North America. For details of the decision, see [B] Segment Information. Accordingly, in the following fiscal year, the Company and its consolidated subsidiaries initiated an assessment to identify the impact of such decision on the suppliers. Additional payments to suppliers may arise in the future as a result of this assessment and related negotiations with them. However, as the assessment is ongoing, the Company and its consolidated subsidiaries cannot estimate the financial effects of such expenditures on the consolidated financial position or results of operations. As of March 31, 2026, a provision was not recognized as the response to the cancellation of model development requires discussions with suppliers and the amount of the obligation cannot be measured with sufficient reliability.

[F] 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.

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[Translation]

May 14, 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: Sumihiro Takahashi
Head of Accounting and Finance Unit
(TEL: +81-3-3423-1111)

Notice Concerning Differences between Forecasts and Actual Consolidated FinancialResults for the Fiscal Year Ended March 31, 2026

Honda Motor Co., Ltd. (the “Company”) announces the differences between the forecasts announced on March 12, 2026, and the actual consolidated financial results for the fiscal year ended March 31, 2026, as follows. Consolidated financial results for the fiscal year ended March 31, 2026, were near the upper end of the forecast range.

Particulars

Differences between Forecasts and Actual Financial Results for the fiscal year ended March 31, 2026

Sales revenue Operating profit Profit beforeincome taxes Profit for the year Profit for the yearattributable toowners of the parent Basic earningsper shareattributable toowners of theparent
(Million Yen) (Million Yen) (Million Yen) (Million Yen) (Million Yen) (Yen)
Forecast previously announced (A) 21,100,000 -570,000<br> <br>~ -270,000 -650,000<br> <br>~ -310,000 -630,000<br> <br>~ -360,000 -690,000<br> <br>~ -420,000 -172.62<br> <br>~ -105.07
Results of the fiscal year ended March 31, 2026 (B) 21,796,610 -414,346 -403,300 -353,023 -423,941 -106.06
Change (B-A) 696,610 155,654<br> <br>~ -144,346 246,700<br> <br>~ -93,300 276,977<br> <br>~  6,977 266,059<br> <br>~ -3,941
Percentage change (%) 3.3
(Reference)<br><br><br>Results of the fiscal year ended March 31, 2025 21,688,767 1,213,486 1,317,640 903,034 835,837 178.93

Reason for Differences

Operating profit for the year ended March 31, 2026, was near the upper end of the forecast range, which was announced on March 12, 2026, despite EV-related losses, reflecting higher consolidated unit sales in the Automobile and Motorcycle businesses, as well as positive foreign currency effects.

In addition to the aforementioned effect, profit before income taxes, profit for the year, and profit for the year attributable to owners of the parent were affected by gains or losses on foreign exchange included in finance income and finance costs.

* Basic earnings per share attributable to owners of the parent is calculated based on profit for the year<br>attributable to owners of the parent.
  • End -
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[Translation]

May 14, 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: Sumihiro Takahashi
Head of Accounting and Finance Unit
(TEL: +81-3-3423-1111)

Notice Concerning Changes in Executives and the Board of Directors Structure

Honda Motor Co., Ltd. (the “Company”) hereby announces that, although the Company disclosed the candidates for Directors to be proposed at the Ordinary General Meeting of Shareholders scheduled for June 2026 in the “Notice Concerning Changes in Executive Officers and Directors” dated February 10, 2026, the Nominating Committee held today has resolved to make changes to the list of candidates.

In addition, the Company’s Board of Directors today decided on a personnel change in Executive Officers effective as of June 1, 2026, and separate personnel changes effective as of the date of the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2026, and also resolved to changes to the structure of the Board of Directors.

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 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
Mahito Shikama Managing Officer,<br><br><br>Honda R&D Co., Ltd. Director, Executive Officer<br> <br>Honda Motor Co.,<br>Ltd.

Mahito Shikama is scheduled to be promoted from Managing Officer of Honda R&D Co., Ltd. to Executive Officer of Honda Motor Co., Ltd. effective June 1, 2026.

Accordingly, the list of candidates for new Director positions previously announced on February 10, 2026, has changed.

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2. Planned Personnel Changes in Executive Officers

<As of June 1, 2026>

Executive Officer to be newly appointed

Name Current Title New Title
Mahito Shikama Managing Officer,<br><br><br>Honda R&D Co., Ltd. Executive Officer<br><br><br>Honda Motor Co., Ltd.

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

Executive Officer to retire

Name Current Title New Title
Manabu Ozawa Managing Executive Officer (retire)

3. Changes in the Board of Directors Structure

To ensure the steady execution of each business strategy and enable bold and transparent decision-making, the Company will reassess its corporate governance structure. Specifically, in addition to revising the composition of the Board of Directors to ensure a majority of the board members are outside directors, the Company will revise the composition of each committee and enhance the overall governance and operational framework of the Board.

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

Change in the Composition of the Nomination and Compensation Committees and Change of the Chairperson of the Board of Directors

The Nomination and Compensation Committees will be composed entirely of outside directors to further enhance the transparency of the decision-making process. In addition, by appointing an outside director as the Chair of the Board of Directors, the Company aims to further improve the effectiveness of the Board.

<For Reference: Members of each Committee>

Nominating Committee Audit Committee Compensation Committee
Chairperson Fumiya Kokubu <br>(Outside Director) Yoichiro Ogawa <br>(Outside Director) Kazuhiro Higashi <br>(Outside Director)
Members Kunihiko Sakai <br>(Outside Director) Asako Suzuki <br>(Director) Fumiya Kokubu <br>(Outside Director)
Kazuhiro Higashi <br>(Outside Director) Jiro Morisawa <br>(Director) Yoichiro Ogawa <br>(Outside Director)
Mika Agatsuma <br>(Outside Director) Kunihiko Sakai <br>(Outside Director) Mika Agatsuma <br>(Outside Director)
Ryoko Nagata <br>(Outside Director)

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<For Reference: Directors and Officers> ****

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

Name As of June 1, 2026 As of the date ofthe Ordinary<br> <br>General Meeting of Shareholders
Toshihiro Mibe Director,<br><br><br>President and<br> <br>Representative Executive Officer (†) Director,<br><br><br>President and<br> <br>Representative Executive Officer
Noriya Kaihara Director,<br><br><br>Executive Vice President and<br> <br>Representative Executive<br>Officer Director,<br><br><br>Executive Vice President and<br> <br>Representative Executive<br>Officer
Eiji Fujimura Director,<br><br><br>Senior Managing Executive Officer Senior Managing Executive Officer
Katsushi Inoue Director -
Asako Suzuki Director Director
Jiro Morisawa Director Director
Kunihiko Sakai Director* Director*
Fumiya Kokubu Director* Director*(†)
Yoichiro Ogawa Director* Director*
Kazuhiro Higashi Director* Director*
Ryoko Nagata Director* Director*
Mika Agatsuma Director* Director*
Masayuki Igarashi Managing Executive Officer Managing Executive Officer
Kensuke Oe Managing Executive Officer Managing Executive Officer
Manabu Ozawa Managing Executive Officer -
Hironao Ito Managing Executive Officer Managing Executive Officer
Ayumu Matsuo Managing Executive Officer Managing Executive Officer
Kazuhiro Takizawa Managing Executive Officer Managing Executive Officer
Minoru Kato Managing Executive Officer 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 Executive Officer
Masao Kawaguchi Executive Officer Executive Officer
Takashi Imai Executive Officer Executive Officer
Mahito Shikama Executive Officer Director,<br><br><br>Executive Officer
(†) Chairperson of the Board of Directors
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* Outside Directors
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Resume of Candidate for Director to be newly appointed

As of May 14, 2025

Mahito SHIKAMA ****

Date of Birth: August 8, 1977 (48 years old)

Professional Experience:

April 2002 Joined Honda Motor Co., Ltd.
April 2022 General Manager, Advanced Safety and Intelligent Solution Development Division,<br><br><br>Software Defined Mobility Development Supervisory Unit,Business Development Operations, Honda Motor Co., Ltd.
April 2023 Operating Executive<br> <br>Head, Software Defined<br>Mobility Development Unit, BEV Development Center,<br> <br>Electrification Business Development Operations, Honda Motor Co., Ltd.
April 2026 Managing Officer, Chief Operating Officer of SDV R&D Center, Honda R&D Co., Ltd.,

Number of shares held : 1,500 shares

* Current responsibilities in boldface

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[Translation]

May 14, 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: Sumihiro Takahashi
Head of Accounting and Finance Unit
(TEL: +81-3-3423-1111)

Announcement Regarding the Indefinite Suspension of its Plan to EstablishComprehensive Electric Vehicle Value Chain in Ontario, Canada

Honda Motors Co., Ltd. (“Honda”) today announced that Honda has decided to indefinitely suspend its plan to build a comprehensive EV value chain in Canada to strengthen its EV supply chain in North America. This plan was originally announced on April 25, 2024, and was announced to be postponed by approximately two years, due to the current slowdown in EV demand, on May 13, 2025.

  • End -