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6-K

Honda Motor Co Ltd (HMC)

6-K 2026-02-10 For: 2026-02-10
View Original
Added on April 11, 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 FEBRUARY 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 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

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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: February 10, 2026

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Consolidated Financial Results for the Fiscal Third Quarter EndedDecember 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<br>Officer
Inquiries :  Masao Kawaguchi, Head of Accounting and Finance Unit<br><br><br>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<br>income taxes Profit for the period Profit for the period<br>attributable toowners of the parent Comprehensiveincome for theperiod
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
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<br><br><br>to owners of the parent<br> <br>-Basic Earnings per share attributable<br><br><br>to owners of the parent<br> <br>-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<br>the parent.

(2) Consolidated financial position

Total assets Total equity Equity attributable to ownersof the parent Ratio of equity attributable toowners of the parent<br>tototal assets
As of
December 31, 2025
March 31, 2025

All values are in US Dollars.

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
Fiscal year ending March 31, 2026
Fiscal year ending March 31, 2026 (forecast)

All values are in US Dollars.

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<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 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

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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 December 31, 2025 5,280,000,000 shares
--- ---
As of March 31, 2025 5,280,000,000 shares
(ii) Number of treasury stock at the end of the period
--- ---
As of December 31, 2025 1,387,448,451 shares
--- ---
As of March 31, 2025 933,490,429 shares
(iii) Average number of shares outstanding during the period
--- ---
Nine months ended December 31, 2025 4,028,691,639 shares
--- ---
Nine months ended December 31, 2024 4,745,432,767 shares
* Review of the Japanese-language originals of the attached consolidated quarterly financial statements bycertified 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/).

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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<br>Interim Financial Statements 3
[1] Condensed Consolidated Statements of Financial Position 3
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of<br>Comprehensive Income 4
Condensed Consolidated Statements of Income For the nine months ended December 31, 2024 and<br>2025 4
Condensed Consolidated Statements of Comprehensive Income For the nine months ended<br>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—

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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—

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

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

Condensed Consolidated Statements of Income

For the nine months ended December 31, 2024 and 2025

Yen (millions)
Nine monthsendedDec. 31, 2024 Nine monthsendedDec. 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—

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Condensed Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2024 and 2025

Yen (millions)
Nine monthsendedDec. 31, 2024 Nine monthsendedDec. 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<br>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<br>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 ****

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[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-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 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-controllinginterests Totalequity
Commonstock Capitalsurplus Treasurystock Retainedearnings Othercomponentsof 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 ****

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[4] Condensed Consolidated Statements of Cash Flows

For the nine months ended December 31, 2024 and 2025

Yen (millions)
Nine monthsendedDec. 31, 2024 Nine monthsendedDec. 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<br>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 ****

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[5] Assumptions for Going Concern

None

[6] Notes to Condensed Consolidated Interim FinancialStatements

[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.

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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 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<br><br><br>Sales and related services
Automobile Business Automobiles and relevant parts Research and development Manufacturing<br><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, and others Research and development Manufacturing<br><br><br>Sales and related services<br> <br>Others

Segment information based on products and services

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

Yen (millions)
MotorcycleBusiness AutomobileBusiness FinancialServicesBusiness Power Products<br>and OtherBusinesses SegmentTotal ReconcilingItems 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)
MotorcycleBusiness AutomobileBusiness FinancialServicesBusiness Power Products<br>and OtherBusinesses SegmentTotal ReconcilingItems 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<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 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<br>equivalents and financial assets measured at fair value through other comprehensive income.
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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,<br>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<br>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<br>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<br>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.

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[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.

  1. 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.

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[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
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[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,<br> <br>Senior Managing Executive<br>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,<br> <br>Managing Executive<br>Officer
Masao Kawaguchi Operating Executive Director,<br> <br>Executive Officer

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

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Directors to retire and/or change executive title

Name Current Title New Title
Katsushi Inoue Director,<br> <br>Senior Managing Executive<br>Officer (retire)
Eiji Fujimura Director,<br> <br>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<br> <br>Honda R&D Co., Ltd.<br><br><br>Senior Managing Director,<br> <br>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

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<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 GeneralMeeting ofShareholders
Toshihiro Mibe Director,<br> <br>President and Representative<br>Executive Officer Director,<br> <br>President and Representative<br>Executive Officer
Noriya Kaihara Director,<br> <br>Executive Vice President and<br>Representative Executive Officer Director,<br> <br>Executive Vice President and<br>Representative Executive Officer
Eiji Fujimura Director,<br> <br>Senior Managing Executive Officer*^1^ Senior Managing Executive Officer
Kazuhiro Takizawa Managing Executive Officer Director,<br> <br>Managing Executive Officer*^2^
Masao Kawaguchi Executive Officer*^2^ Director,<br> <br>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

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[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<br>Article 784, paragraph 2 of the Companies Act, and therefore, the Company will conduct the Reorganization without obtaining a resolution at the shareholders’ meeting.
--- ---
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(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<br>

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<br> <br>Director, President and<br>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
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(i) Major shareholders and ownership percentage (as of September 30, 2025) The Master Trust Bank of Japan, Ltd. (Trust Account): 19.80%<br><br><br>Custody Bank of Japan, Ltd. (Trust Account): 7.50%<br><br><br>Moxley & Co. LLC: 5.10% Honda Motor Co., Ltd.: 100%
(j) Operating results and financial condition of the split company for the preceding<br>fiscal year
Fiscal year Fiscal year ended March 2025<br><br><br>(consolidated, IFRS)
Equity attributable to owners of the parent 12,326,529 million yen
Total assets 30,775,867 million yen
Equity per share attributable to owners of the parent 2,835.96 yen
Sales revenue 21,688,767 million yen
Operating profit 1,213,486 million yen
Profit before income taxes 1,317,640 million yen
Profit for the period attributable to owners of the parent 835,837 million yen
Basic earnings per share for the period (attributable to owners of the<br>parent) 178.93 yen
(k) Operating results and financial condition of the succeeding company for the<br>preceding fiscal year
Fiscal year Fiscal year ended March 2025<br><br><br>(non-consolidated, Japan GAAP)
Net assets 11,117 million yen
Total assets 99,060 million yen
Net assets per share 751.16 yen
Sales 219,341 million yen
Operating loss 4,332 million yen
Recurring profit 924 million yen
Net profit for the period 941 million yen
Net profit per share for the period 63.59 yen
4. Outline of the Business to be Split or Succeeded
--- ---
(1) Summary of Business to be Split or Succeeded
--- ---

Automobile product development and SDV development

(2) Items and Value of Assets and Liabilities to be Split or Succeeded (fiscal year ended March 2025)<br>
Assets Liabilities
--- --- --- ---
Item Book value Item Book value
Current assets 19,361 million yen Current liabilities 31,299 million yen
Fixed assets 70,474 million yen Fixed liabilities 3,429 million yen
Total 89,835 million yen Total 34,728 million yen
5. Status after the Reorganization
--- ---

There will be no changes to trade name, business, registered office, representative, stated capital, and account closing date of the Company and Honda R&D Co., Ltd. as a result of the Reorganization.

6. Future Prospects

It is expected that the impact caused by the Reorganization on the Company’s consolidated financial results will be minor.

End.