6-K - HMC - Equibles

SECURITIES AND EXCHANGECOMMISSION

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 JULY 2025

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

No.2-3, Toranomon 2-chome,Minato-ku, Tokyo 105-8404, Japan

(Address ofprincipal executive offices)

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

Form 20-F ☒ Form 40-F ☐

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

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

Contents

Exhibit Index

Exhibit Number
4.1	Form of 4.436% Senior Notes due 2028
4.2	Form of 4.688% Senior Notes due 2030
4.3	Form of 5.337% Senior Notes due 2035
5.3	Opinion of Mori Hamada & Matsumoto
5.4	Opinion of Sullivan & Cromwell LLP
23.4	Consent of Mori Hamada & Matsumoto (included in Exhibit 5.3)
23.5	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.4)

The registrant hereby incorporates Exhibits 4.1, 4.2, 4.3, 5.3 and 5.4 to this report on Form 6-K by reference in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-288166) of the registrant, filed with the Securities and Exchange Commission on June 20, 2025.

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<br> <br>(HONDA MOTOR<br>CO., LTD.)
/s/ Koji Ito
Koji Ito
General Manager, Finance Division

Date: July 2, 2025.

Form of 4.436% Senior Notes due 2028

Exhibit 4.1

FORM OF 4.436% SENIOR NOTES DUE 2028

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS SECURITY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL SECURITIES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO HONDA MOTOR CO., LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS IT IS ESTABLISHED THAT THIS SECURITY IS HELD BY OR FOR THE ACCOUNT OF A BENEFICIAL OWNER THAT IS (I) FOR JAPANESE TAX PURPOSES, NEITHER AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A PERSON HAVING A SPECIAL RELATIONSHIP WITH THE ISSUER OF THIS SECURITY AS DESCRIBED IN ARTICLE 6, PARAGRAPH (4) OF THE ACT ON SPECIAL MEASURES CONCERNING TAXATION OF JAPAN (ACT NO. 26 OF 1957, AS AMENDED) (THE “SPECIAL TAXATION MEASURES ACT” AND, EACH SUCH PERSON, A “SPECIALLY-RELATED PERSON OF THE ISSUER”), (II) A JAPANESE FINANCIAL INSTITUTION DESIGNATED IN ARTICLE 6, PARAGRAPH (11) OF THE SPECIAL TAXATION MEASURES ACT WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH OR (III) A JAPANESE PUBLIC CORPORATION, FINANCIAL INSTITUTION OR FINANCIAL INSTRUMENTS BUSINESS OPERATOR DESCRIBED IN ARTICLE 3-3, PARAGRAPH (6) OF THE SPECIAL TAXATION MEASURES ACT WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH.

INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION (EXCEPT AS DESCRIBED IN THE PRECEDING PARAGRAPH), OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PERSON OF THE ISSUER WILL BE SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX AT A RATE OF 15.315% (15% ON OR AFTER JANUARY 1, 2038) OF THE AMOUNT OF SUCH INTEREST.

HONDA MOTOR CO., LTD.

GLOBAL SECURITY

July 2, 2025

4.436% Senior Notes due 2028

No. [ ]	U.S.$[ ]

CUSIP No. 438127AD4

ISIN No. US438127AD47

Common Code 301241836

Honda Motor Co., Ltd., a joint stock company incorporated under the laws of Japan (the “Issuer”, which term includes any successor under the Indenture referred to on the reverse of this Security) for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] U.S. Dollars on July 8, 2028 and to pay interest thereon from July 2, 2025 or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually in arrears on January 8 and July 8 in each year (each, an “Interest Payment Date”) commencing January 8, 2026 (long first coupon) at the rate per annum of 4.436%, until the principal hereof is paid or made available for payment, all subject to and in accordance with the terms of the Indenture.

For the purposes of this Security, the term “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking or trust institutions in The City of New York or Tokyo are authorized generally or are obligated by law, regulation or executive order to be closed.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Security is registered as of the close of business on December 29 and June 28 of each year (whether or not a Business Day). If and to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the person in whose name this Security is registered at the close of business on a subsequent record date (which date shall not be less than ten days prior to the date of payment of such defaulted interest), established by notice given by mail by or on behalf of the Issuer to the Holder of this Security not less than 15 days preceding such subsequent record date. Interest on this Security will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). If any payment is due on the Securities on a day that is not a Business Day, payment will be made on the day that is the next succeeding Business Day. Payments postponed to the next Business Day in this situation will be treated under the Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the Securities or the Indenture, and no interest will accrue on the postponed amount from the original due date to the next succeeding day that is a Business Day.

The principal of, and interest and Additional Amounts on, the Securities will be payable in U.S. dollars. The Issuer will cause the Trustee, or the paying agent, if any, to pay such amounts, on the dates payment is to be made, directly to The Depository Trust Company (“DTC”).

The Issuer will pay the Holder hereof Additional Amounts with respect to withholding taxes as are provided for, and subject to the conditions stated, on the reverse of this Security.

This Security is being deposited with DTC acting as depository, and registered in the name of Cede & Co., a nominee of DTC. As Holder of record of this Security, Cede & Co. shall be entitled to receive payments of principal and interest. Payments of principal and interest, including any Additional Amounts, on this Security shall be made in the manner specified on the reverse hereof and, to the extent not inconsistent with the provisions set forth herein, in the Indenture referred herein.

The Securities constitute the direct, unconditional, unsecured and unsubordinated general obligations of the Issuer and shall at all times rank pari passu without any preference among themselves and with all other unsecured obligations of the Issuer, other than subordinated obligations of the Issuer and except for statutorily preferred obligations. The Securities are not redeemable prior to maturity, except as set forth on the reverse of this Security and will not be subject to any sinking fund.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Security shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed.

HONDA MOTOR CO., LTD.
By:
	Name:
	Title:

[Signature page to Global Security 3-year Note No. [ ]]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Date:

The Bank of New York Mellon, as Trustee
By:
	Name:
	Title:

[Authentication Certificate: Global Security 3-year Note No. [ ]]

[REVERSE OF SECURITY]

Honda Motor Co., Ltd.

4.436% Senior Notes due 2028

This Security is one of a duly authorized issue of unsecured bonds, debentures, notes or other evidences of indebtedness of Honda Motor Co., Ltd., a joint stock company organized under the laws of Japan (herein called the “Issuer”, which term includes any successor person under the Indenture hereinafter referred) designated as its 4.436% Senior Notes due 2028 (herein called the “Securities”), issued under and pursuant to a senior indenture dated as of March 10, 2022 (hereinafter called the “Indenture”), between the Issuer and The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York with limited liability, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any paying agent, the Issuer and the Holders of the Securities and of the terms upon which the Securities are issued and are to be authenticated and delivered.

This Security is one of the series designated on the face hereof. By the terms of the Indenture, additional Securities of this series and of other separate series, which may vary as to denomination, date, amount, stated maturity (if any), interest rate or method of calculating the interest rate and in other respects as therein provided, may be issued in an unlimited amount.

The principal of and interest (and any Additional Amounts) on the Securities shall be payable in U.S. Dollars or in such other coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. So long as any of the Securities are held in global form, payments of principal and interest on such Securities shall be made by wire transfer in immediately available funds in U.S. Dollars to a bank account designated by the Holder of this Registered Global Security. Otherwise, upon the presentation and surrender of the Securities at the Corporate Trust Office of the Trustee or at any office or agency maintained by the Issuer for such purpose, all payments in respect of the Securities may be received by wire transfer in immediately available funds to a bank account designated by such Holder in a written notice received by the Trustee (a) in the case of an interest payment, prior to the record date immediately preceding the Interest Payment Date on which such payment is due and (b) in the case of payment of principal, prior to the record date immediately preceding the date of redemption or maturity, as the case may be; provided, however, that in the case of such a payment of principal, the Securities shall have been surrendered to the Trustee at the Corporate Trust Office of the Trustee or at any office or agency maintained by the Issuer for such purpose for payment together with such notice.

Payments of principal, premium (if any) and interest in respect of the Securities will be made by the Issuer without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority thereof or therein having power to tax (“Taxes”) unless such withholding or deduction is required by law and regulation. In such event, the Issuer shall pay to a Holder such additional amounts (“Additional Amounts”) as will result in the receipt by the Holder of such amounts as would have been received by it had no such withholding or deduction been required, except that no such Additional Amounts shall be payable with respect to the Securities under any of the following circumstances:

(i)	the Holder or beneficial owner of the Securities is an individual<br>non-resident of Japan or a non-Japanese corporation and is liable for such Taxes in respect of such Securities by reason of its (A) having some present or former<br>connection with Japan other than the mere holding of such Securities or (B) being a person having a special relationship with the Issuer as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation of Japan<br>(Act No. 26 of 1957, as amended) (the “Special Taxation Measures Act” and, each such person, a “specially-related person of the Issuer”);
(ii)	the Holder or beneficial owner of the Securities would otherwise be exempt from any such withholding or<br>deduction but fails to comply with any applicable requirement to provide certification, information, documents or other evidence concerning its nationality, residence, identity or connection with Japan, including any requirement to provide Interest<br>Recipient Information (as defined below) as appropriate or to submit a Tax Exemption Application (as defined below) to the Issuer or relevant paying agent to whom the relevant Securities are presented (where presentation is required) as appropriate,<br>or whose Interest Recipient Information is not duly communicated through the relevant Participant (as defined below) and the relevant international Clearing Organization to such paying agent;
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(iii)	the Holder or beneficial owner of the Securities is for Japanese tax purposes treated as an individual resident<br>of Japan or a Japanese corporation (except for (A) a Designated Financial Institution (as defined below) that complies with the requirement to provide Interest Recipient Information or to submit a Tax Exemption Application and (B) an<br>individual resident of Japan or a Japanese corporation that duly notifies (directly or through the relevant Participant or otherwise) the relevant paying agent of its status as not being subject to withholding or deduction by the Issuer by reason of<br>receipt by such individual resident of Japan or Japanese corporation of interest on the relevant Securities through a payment handling agent in Japan appointed by it);
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(iv)	the Securities are presented for payment (where presentation is required) more than 30 days after the day on<br>which such payment on the Securities became due or after the full payment was provided for, whichever occurs later, except to the extent that the Holder or beneficial owner thereof would have been entitled to Additional Amounts on presenting the<br>same for payment on the last day of such period of 30 days;
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(v)	the Holder or beneficial owner of the Securities is a fiduciary or partnership or is not the sole beneficial<br>owner of the payment of the principal of, or any interest on, any Security, and Japanese law requires the payment to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of such<br>partnership or another beneficial owner, in each case, who would not have been entitled to such Additional Amounts had it been the Holder of such Security; or
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(vi)	any combination of the above.
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No Additional Amounts will be payable for or on account of any deduction or withholding imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations thereunder and any other official guidance thereunder (“FATCA”), any intergovernmental agreement entered into with respect to FATCA, or any law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing or any agreements entered into pursuant to Section 1471(b) of the Code.

Where Securities are held through a participant of an international Clearing Organization or a financial intermediary (each, a “Participant”), in order to receive payments free of withholding or deduction by the Issuer for or on account of Taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Issuer) or (B) a Japanese financial institution falling under certain categories prescribed by the Special Taxation Measures Act (a “Designated Financial Institution”), each such beneficial owner shall, at the time of entrusting a Participant with the custody of the relevant Securities, provide certain information prescribed by the Special Taxation Measures Act to enable the Participant to establish that such beneficial owner is exempted from the requirement for withholding or deduction of such Taxes (“Interest RecipientInformation”), and advise the Participant if the beneficial owner ceases to be so exempted (including the case in which a beneficial owner who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person of the Issuer).

Where Securities are not held through a Participant, in order to receive payments free of withholding or deduction by the Issuer for, or on account of, Taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Issuer) or (B) a Designated Financial Institution, each such beneficial owner shall, prior to each time at which it receives interest, submit to the relevant paying agent or the Issuer, as appropriate, a written application for tax exemption (hikazei tekiyo shinkokusho) (a “Tax Exemption Application”), in a form obtainable from the paying agent or the Issuer, as appropriate, stating, inter alia, the name and address (and, if applicable, the Japanese individual or corporation ID number) of the beneficial owner, the title of the Securities, the relevant Interest Payment Date, the amount of interest and the fact that the beneficial owner is qualified to submit the Tax Exemption Application, together with documentary evidence regarding its identity and residence. If a Holder or beneficial owner of the Securities provides certain information required to be stated in the Tax Exemption Application, in an electronic form prescribed by the relevant ministerial ordinance, with the relevant paying agent, such Holder or beneficial owner will be deemed to submit the Tax Exemption Application to the relevant paying agent.

By subscribing for the Securities as part of the distribution under the applicable underwriting agreement by the underwriters party thereto, a Holder shall be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the Issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (11) of the Special Taxation Measures Act.

The Issuer shall make any required withholding or deduction and remit the full amount withheld or deducted to the Japanese taxing authority in accordance with applicable law and regulations. The Issuer shall use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any tax, duty, assessment, fee or other governmental charge so withheld or deducted from the Japanese taxing authority imposing such tax, duty, assessment or other governmental charge, and if certified copies are not available, the Issuer shall use reasonable efforts to obtain other evidence, and the paying agent shall make such certified copies or other evidence available to the Holders upon reasonable request to the paying agent.

If (i) subsequent to making a payment on this Security without withholding or deduction of Japanese taxes the Issuer is required to remit to the Japanese taxing authority any amount in respect of Japanese taxes that should have been withheld or deducted from such payment (together with any interest and penalties) due to the failure of the beneficial owner to provide accurate Interest Recipient Information or to otherwise properly claim an exemption from Japanese taxes imposed with respect to such payment, and (ii) such beneficial owner would not have been entitled to receive Additional Amounts with respect to such payment had Japanese taxes been withheld from the payment when it was made, such beneficial owner (but not any subsequent beneficial owner of such Security) shall be required to reimburse the Issuer, in Japanese yen, for the amount remitted by the Issuer to the Japanese taxing authority.

The obligation to pay Additional Amounts with respect to any taxes, duties, assessments or other governmental charges shall not apply to (A) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other governmental charge or (B) any tax, duty, assessment, fee or other governmental charge which is payable otherwise than by withholding or deduction from payments of principal of or interest on this Security; provided that, except as otherwise set forth herein and in the Indenture, the Issuer shall pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar levies and other duties, if any, which may be imposed by Japan, the United States or any political subdivision or any taxing authority thereof or therein, with respect to the execution and enforcement of the Indenture or as a consequence of the initial issuance, execution, delivery or registration of this Security.

The Securities may be redeemed at the option of the Issuer, in whole, but not in part, at any time, on giving not less than 10 days nor more than 60 days’ notice of redemption to the Trustee and the Holders of the Securities (which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) at a redemption price equal to 100% of the aggregate principal amount of the Securities together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for redemption, if the Issuer is or will be obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in application or official interpretation of such laws or regulations, which change or amendment becomes effective, or which change in application or interpretation is publicly announced, on or after the date of the pricing of the Securities; provided, that no such notice of redemption shall be given sooner than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment then due in respect of the Securities.

The Securities may be redeemed at the option of the Issuer, in whole or in part, at any time and from time to time prior to June 8, 2028 (the date that is one month prior to maturity) (the “Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15.0 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Issuer shall determine the Treasury Rate after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication ) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to the Holders of the Securities and the Trustee.

In the case of a partial redemption, selection of the Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole and absolute discretion deems appropriate and fair. No Securities of a principal amount of less than the minimum denomination will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. Notwithstanding the foregoing for so long as the Securities are held by DTC (or another depositary), the redemption of the Securities, including a partial redemption, shall be done in accordance with the policies and procedures of the depositary, which in the case of DTC will be made on a “Pro Rata Pass-Through Distribution of Principal” basis.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

So long as any of the Securities remain Outstanding, the Issuer will not create or permit to subsist any Lien (as defined below) on any of its property, assets or revenues, present or future, to secure, for the benefit of the holders of Public External Indebtedness (as defined below), payment of any sum owing in respect of any such Public External Indebtedness, any payment under any guarantee of any such Public External Indebtedness or any payment under any indemnity or other like obligation relating to any such Public External Indebtedness, unless contemporaneously therewith effective provision is made to secure such Outstanding Securities equally and ratably with such Public External Indebtedness with a similar Lien on the same property, assets or revenues securing such Public External Indebtedness for so long as such Public External Indebtedness are secured by such Lien. Notwithstanding the foregoing, this restriction will not apply to Liens on money paid to or money or securities deposited by the Issuer with a paying agent, trustee or depository to pay, defease or discharge in full over time the Issuer’s obligations in respect of other Public External Indebtedness (provided that such money or securities so paid or deposited, and the proceeds therefrom, will be sufficient to pay or discharge such obligations in full).

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such property or asset and any other right of or arrangement with any creditor to have its claims satisfied out of any property or assets, or the proceeds therefrom, prior to any general creditor of the owner thereof.

“Public External Indebtedness” means any bonds, debentures, notes or any other similar investment securities evidencing indebtedness of the Issuer for borrowed money, or guarantees thereof, which (a) either (i) by their terms are payable, or confer a right to receive payment, in any currency other than Japanese yen or (ii) are denominated in Japanese yen and more than 50% of the aggregate principal amount thereof is initially distributed outside of Japan by or with the authorization of the Issuer; and (b) are, are capable of being or are intended to be, quoted, listed, ordinarily dealt in or traded on a stock exchange or over-the-counter or other securities market outside Japan.

The Bank of New York Mellon is hereby appointed by the Issuer, and The Bank of New York Mellon accepts such appointment, as the initial paying agent, transfer agent and registrar for the Securities. The Issuer may change the paying agent, transfer agent or registrar without prior notice to the Holders of the Securities, and the Issuer or any of its subsidiaries may act as paying agent, transfer agent or registrar.

A beneficial interest in the Securities may not be exchanged for a definitive note unless (i) DTC notifies the Issuer that it is unwilling or unable to continue as depository for the Securities or has ceased to be a clearing agency registered under the Exchange Act, and a successor depository is not appointed within 90 days or (ii) an Event of Default with respect to the Securities has occurred and is continuing.

A Holder of Securities issued in definitive form may transfer or exchange Securities in accordance with the Indenture. As described in the legend on the face of this global Security, interest payments on such Securities issued in definitive form will be subject to Japanese income taxation unless the Holder establishes the matters set forth therein. Such legend concerning Japanese taxation shall also be included on the face of any Securities issued in definitive form. The security registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the Indenture. The Issuer will treat the registered Holder of a Security as the owner of that Security for all purposes, except as described above.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange; provided, however, the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name this Security is registered upon the Security register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Trustee nor any such agent shall be affected by notice to the contrary.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, as herein prescribed.

This Security is governed by and shall be construed in accordance with the laws of the State of New York.

All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture.

TRUSTEE

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

United States of America

Attn: Global Corporate Trust — Honda Motor Co., Ltd.

Form of 4.688% Senior Notes due 2030

Exhibit 4.2

FORM OF 4.688% SENIOR NOTES DUE 2030

HONDA MOTOR CO., LTD.

GLOBAL SECURITY

July 2, 2025

4.688% Senior Notes due 2030

No. [ ]	U.S.$[ ]

CUSIP No. 438127AE2

ISIN No. US438127AE20

Common Code 301241844

Honda Motor Co., Ltd., a joint stock company incorporated under the laws of Japan (the “Issuer”, which term includes any successor under the Indenture referred to on the reverse of this Security) for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] U.S. Dollars on July 8, 2030 and to pay interest thereon from July 2, 2025 or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually in arrears on January 8 and July 8 in each year (each, an “Interest Payment Date”) commencing January 8, 2026 (long first coupon) at the rate per annum of 4.688%, until the principal hereof is paid or made available for payment, all subject to and in accordance with the terms of the Indenture.

The Issuer will pay the Holder hereof Additional Amounts with respect to withholding taxes as are provided for, and subject to the conditions stated, on the reverse of this Security.

IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed.

HONDA MOTOR CO., LTD.
By:
	Name:
	Title:

[Signature page to Global Security 5-year Note No. [ ]]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Date:

The Bank of New York Mellon, as Trustee
By:
	Name:
	Title:

[Authentication Certificate: Global Security 5-year Note No. [ ]]

[REVERSE OF SECURITY]

Honda Motor Co., Ltd.

4.688% Senior Notes due 2030

This Security is one of a duly authorized issue of unsecured bonds, debentures, notes or other evidences of indebtedness of Honda Motor Co., Ltd., a joint stock company organized under the laws of Japan (herein called the “Issuer”, which term includes any successor person under the Indenture hereinafter referred) designated as its 4.688% Senior Notes due 2030 (herein called the “Securities”), issued under and pursuant to a senior indenture dated as of March 10, 2022 (hereinafter called the “Indenture”), between the Issuer and The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York with limited liability, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any paying agent, the Issuer and the Holders of the Securities and of the terms upon which the Securities are issued and are to be authenticated and delivered.

(i)	the Holder or beneficial owner of the Securities is an individual<br>non-resident of Japan or a non-Japanese corporation and is liable for such Taxes in respect of such Securities by reason of its (A) having some present or former<br>connection with Japan other than the mere holding of such Securities or (B) being a person having a special relationship with the Issuer as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation of Japan<br>(Act No. 26 of 1957, as amended) (the “Special Taxation Measures Act” and, each such person, a “specially-related person of the Issuer”);
(ii)	the Holder or beneficial owner of the Securities would otherwise be exempt from any such withholding or<br>deduction but fails to comply with any applicable requirement to provide certification, information, documents or other evidence concerning its nationality, residence, identity or connection with Japan, including any requirement to provide Interest<br>Recipient Information (as defined below) as appropriate or to submit a Tax Exemption Application (as defined below) to the Issuer or relevant paying agent to whom the relevant Securities are presented (where presentation is required) as appropriate,<br>or whose Interest Recipient Information is not duly communicated through the relevant Participant (as defined below) and the relevant international Clearing Organization to such paying agent;
---	---
(iii)	the Holder or beneficial owner of the Securities is for Japanese tax purposes treated as an individual resident<br>of Japan or a Japanese corporation (except for (A) a Designated Financial Institution (as defined below) that complies with the requirement to provide Interest Recipient Information or to submit a Tax Exemption Application and (B) an<br>individual resident of Japan or a Japanese corporation that duly notifies (directly or through the relevant Participant or otherwise) the relevant paying agent of its status as not being subject to withholding or deduction by the Issuer by reason of<br>receipt by such individual resident of Japan or Japanese corporation of interest on the relevant Securities through a payment handling agent in Japan appointed by it);
---	---
(iv)	the Securities are presented for payment (where presentation is required) more than 30 days after the day on<br>which such payment on the Securities became due or after the full payment was provided for, whichever occurs later, except to the extent that the Holder or beneficial owner thereof would have been entitled to Additional Amounts on presenting the<br>same for payment on the last day of such period of 30 days;
---	---
(v)	the Holder or beneficial owner of the Securities is a fiduciary or partnership or is not the sole beneficial<br>owner of the payment of the principal of, or any interest on, any Security, and Japanese law requires the payment to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of such<br>partnership or another beneficial owner, in each case, who would not have been entitled to such Additional Amounts had it been the Holder of such Security; or
---	---
(vi)	any combination of the above.
---	---

The Securities may be redeemed at the option of the Issuer, in whole or in part, at any time and from time to time prior to June 8, 2030 (the date that is one month prior to maturity) (the “Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15.0 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

This Security is governed by and shall be construed in accordance with the laws of the State of New York.

All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture.

TRUSTEE

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

United States of America

Attn: Global Corporate Trust — Honda Motor Co., Ltd.

Form of 5.337% Senior Notes due 2035

Exhibit 4.3

FORM OF 5.337% SENIOR NOTES DUE 2035

HONDA MOTOR CO., LTD.

GLOBAL SECURITY

July 2, 2025

5.337% Senior Notes due 2035

No. [ ]	U.S.$[ ]

CUSIP No. 438127AF9

ISIN No. US438127AF94

Common Code 301241828

Honda Motor Co., Ltd., a joint stock company incorporated under the laws of Japan (the “Issuer”, which term includes any successor under the Indenture referred to on the reverse of this Security) for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] U.S. Dollars on July 8, 2035 and to pay interest thereon from July 2, 2025 or from the most recent interest payment date to which interest has been paid or duly provided for, semiannually in arrears on January 8 and July 8 in each year (each, an “Interest Payment Date”) commencing January 8, 2026 (long first coupon) at the rate per annum of 5.337%, until the principal hereof is paid or made available for payment, all subject to and in accordance with the terms of the Indenture.

The Issuer will pay the Holder hereof Additional Amounts with respect to withholding taxes as are provided for, and subject to the conditions stated, on the reverse of this Security.

IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed.

HONDA MOTOR CO., LTD.
By:
	Name:
	Title:

[Signature page to Global Security 10-year Note No. [ ]]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

Date:

The Bank of New York Mellon, as Trustee
By:
	Name:
	Title:

[Authentication Certificate: Global Security 10-year Note No. [ ]]

[REVERSE OF SECURITY]

Honda Motor Co., Ltd.

5.337% Senior Notes due 2035

This Security is one of a duly authorized issue of unsecured bonds, debentures, notes or other evidences of indebtedness of Honda Motor Co., Ltd., a joint stock company organized under the laws of Japan (herein called the “Issuer”, which term includes any successor person under the Indenture hereinafter referred) designated as its 5.337% Senior Notes due 2035 (herein called the “Securities”), issued under and pursuant to a senior indenture dated as of March 10, 2022 (hereinafter called the “Indenture”), between the Issuer and The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York with limited liability, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any paying agent, the Issuer and the Holders of the Securities and of the terms upon which the Securities are issued and are to be authenticated and delivered.

(i)	the Holder or beneficial owner of the Securities is an individual<br>non-resident of Japan or a non-Japanese corporation and is liable for such Taxes in respect of such Securities by reason of its (A) having some present or former<br>connection with Japan other than the mere holding of such Securities or (B) being a person having a special relationship with the Issuer as described in Article 6, Paragraph (4) of the Act on Special Measures Concerning Taxation of Japan<br>(Act No. 26 of 1957, as amended) (the “Special Taxation Measures Act” and, each such person, a “specially-related person of the Issuer”);
(ii)	the Holder or beneficial owner of the Securities would otherwise be exempt from any such withholding or<br>deduction but fails to comply with any applicable requirement to provide certification, information, documents or other evidence concerning its nationality, residence, identity or connection with Japan, including any requirement to provide Interest<br>Recipient Information (as defined below) as appropriate or to submit a Tax Exemption Application (as defined below) to the Issuer or relevant paying agent to whom the relevant Securities are presented (where presentation is required) as appropriate,<br>or whose Interest Recipient Information is not duly communicated through the relevant Participant (as defined below) and the relevant international Clearing Organization to such paying agent;
---	---
(iii)	the Holder or beneficial owner of the Securities is for Japanese tax purposes treated as an individual resident<br>of Japan or a Japanese corporation (except for (A) a Designated Financial Institution (as defined below) that complies with the requirement to provide Interest Recipient Information or to submit a Tax Exemption Application and (B) an<br>individual resident of Japan or a Japanese corporation that duly notifies (directly or through the relevant Participant or otherwise) the relevant paying agent of its status as not being subject to withholding or deduction by the Issuer by reason of<br>receipt by such individual resident of Japan or Japanese corporation of interest on the relevant Securities through a payment handling agent in Japan appointed by it);
---	---
(iv)	the Securities are presented for payment (where presentation is required) more than 30 days after the day on<br>which such payment on the Securities became due or after the full payment was provided for, whichever occurs later, except to the extent that the Holder or beneficial owner thereof would have been entitled to Additional Amounts on presenting the<br>same for payment on the last day of such period of 30 days;
---	---
(v)	the Holder or beneficial owner of the Securities is a fiduciary or partnership or is not the sole beneficial<br>owner of the payment of the principal of, or any interest on, any Security, and Japanese law requires the payment to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary or a member of such<br>partnership or another beneficial owner, in each case, who would not have been entitled to such Additional Amounts had it been the Holder of such Security; or
---	---
(vi)	any combination of the above.
---	---

The Securities may be redeemed at the option of the Issuer, in whole or in part, at any time and from time to time prior to April 8, 2035 (the date that is three months prior to maturity) (the “Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20.0 basis points less (b) interest accrued to the date of redemption; and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.

This Security is governed by and shall be construed in accordance with the laws of the State of New York.

All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture.

TRUSTEE

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

United States of America

Attn: Global Corporate Trust — Honda Motor Co., Ltd.

Opinion of Mori Hamada & Matsumoto

Exhibit 5.3

July 2, 2025

Honda Motor Co., Ltd.

No.2-3, Toranomon 2-chome, Minato-ku

Tokyo, 105-8404

Japan

Honda Motor Co., Ltd.

Registration Statement on Form F-3

We have acted as Japanese legal counsel for Honda Motor Co., Ltd., a joint stock corporation incorporated under the laws of Japan (the “Company”), in connection with the registration statement on Form F-3 (File No. 333-288166) (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 20, 2025 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the issue and offering by the Company of $700,000,000 4.436% Senior Notes due 2028, $1,300,000,000 4.688% Senior Notes due 2030 and $1,000,000,000 5.337% Senior Notes due 2035 (collectively, the “Notes”) pursuant to the underwriting agreement (the “Underwriting Agreement”) in respect of the Notes dated June 25, 2025 between the Company and the underwriters named therein and the Indenture (as defined below). As such counsel we have examined the following:

(a)	certified copies of the Articles of Incorporation and the Regulations of the Executive Council of the Company<br>effective as of the date hereof;
(b)	an official certificate of all current matters recorded in the Commercial Register of the Company dated<br>June 13, 2025;
---	---
(c)	a certified extract copy of the unsealed minutes of the meeting of the Executive Council of the Company held on<br>June 11, 2025;
---	---
(d)	the Registration Statement, and all exhibits thereto;
---	---
(e)	copies of the base prospectus (the “Base Prospectus”) dated June 20, 2025, the preliminary<br>prospectus supplement relating to the Notes dated June 25, 2025 (together with the Base Prospectus, the “Preliminary Prospectus”) and the final prospectus supplement relating to the Notes dated June 25, 2025 (together with the Base<br>Prospectus, the “Prospectus”);
---	---
(f)	an executed copy of the Underwriting Agreement;
---	---
(g)	an executed copy of the senior indenture (the “Indenture”) dated as of March 10, 2022 between<br>the Company and The Bank of New York Mellon, pursuant to which the Notes are being issued;
---	---
(h)	the forms of the global securities representing the Notes (the “Global Securities”);<br>
---	---
(i)	a copy of a power of attorney (the “Power of Attorney”) dated June 23, 2025 prepared by Noriya<br>Kaihara, Director, Executive Vice President and Representative Executive Officer of the Company, appointing each of the persons named therein to act as agent and<br>attorney-in-fact on behalf of the Company; and
---	---
(j)	a copy of a process agent appointment letter dated June 25, 2025 executed by American Honda Motor Co.,<br>Inc. and the Company in connection with the issue and offering of the Notes.
---	---

We have also examined such other certificates and corporate and other records and documents of the Company and such other matters, documents and records, and considered such questions of law, as we have deemed necessary or appropriate for the purpose of rendering the opinion hereinafter set forth.

For the purposes of rendering this opinion letter, we have assumed, without independently verifying:

(A)	the legal capacity of all natural persons, the genuineness of all seal impressions and signatures on records,<br>documents, instruments and certificates that we have examined, and the authenticity and completeness of all records, documents, instruments and certificates submitted to us as originals and the conformity to complete original documents of all<br>documents submitted to us as copies, having relied as to factual matters upon such documents; and that the above documents are, where appropriate, executed in the form or substantially in the form of the copies examined by us;
(B)	that at all times relevant to the opinions expressed herein, each of the parties (other than the Company) to<br>the Underwriting Agreement, the Indenture and other agreements and documents to which the Company is a party in connection with the issue and offering of the Notes has been validly existing and in good standing (where such concept is recognized) and<br>had and has full power and authority (corporate or otherwise) to execute, deliver and perform the Underwriting Agreement, the Indenture and such other agreements and documents; and
---	---
(C)	that the execution, delivery and performance of the Underwriting Agreement, the Indenture and other agreements<br>and documents to which the Company is a party in connection with the issue and offering of the Notes by each of the parties thereto (other than the Company) have been duly authorized by all its necessary corporate actions and do not contravene its<br>constitutional documents or any law, rule or regulation applicable to such party; and that the Underwriting Agreement, the Indenture and such other agreements and documents have been duly executed and delivered by each of the parties thereto (other<br>than the Company).
---	---

On the basis of the foregoing and subject to the qualifications set out below, we are of the opinion that the Notes, when the entire amount of the purchase price has been paid in full in accordance with the Underwriting Agreement and when the Global Securities have been duly signed on behalf of the Company by the Director, Executive Vice President and Representative Executive Officer of the Company or a person named in the Power of Attorney, duly authenticated and delivered in the manner contemplated in the Underwriting Agreement and the Indenture, and assuming that the Notes will constitute valid and legally binding obligations of the Company enforceable against the Company under their governing law, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with the terms and conditions of the Notes.

The foregoing opinions are subject to the following qualifications:

(i)	This opinion letter is strictly limited to the matters stated herein and may not be read as extending by<br>implication to any matters not specifically referred to herein. Without any prejudice to the generality of the foregoing, nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties<br>contained in the Underwriting Agreement, the Indenture and other agreements and documents examined in connection with this opinion letter except as expressly opined herein.
(ii)	We are attorneys licensed to practice law in Japan and have acted in such capacity and we do not purport to be<br>expert as to the laws of any jurisdiction other than Japan; accordingly, the opinions expressed above are limited to Japanese law in force as of the date hereof and we neither express nor imply any view or opinion with regard to the requirements of<br>any jurisdiction other than Japan. In rendering the above opinion, with respect to all matters of the Federal laws of the United States or the laws of the State of New York, we have relied upon the opinions of Sullivan & Cromwell LLP, the<br>U.S. counsel for the Company.
---	---
(iii)	In this opinion letter, Japanese legal concepts are expressed in English terms and not in their original<br>Japanese terms. The concepts concerned may not be identical to the concepts described by the equivalent English terms as they exist under the laws of other jurisdictions. We do not render any opinion as to how judges qualified in a foreign<br>jurisdiction would interpret Japanese legal concepts or expressions.
---	---
(iv)	The above opinions do not cover any matters relating to tax law.
---	---
(v)	The legality, validity, binding nature and enforceability of the Underwriting Agreement, the Indenture and the<br>Notes, as the case may be, may be limited by the application of bankruptcy, insolvency, reorganization, civil rehabilitation, fraudulent conveyance and other similar laws relating to or affecting the rights, powers, privileges, remedies and/or<br>interests of creditors generally.
---	---
(vi)	The legality, validity, binding nature and enforceability of the Underwriting Agreement, the Indenture and the<br>Notes are subject to and may be limited by statutes of limitation, court procedures and the full discretion of the courts to consider the public order and good morals doctrine as provided in Article 90 of the Civil Code, general principles of good<br>faith and sincerity and the obligation to act in a reasonable manner as provided in Article 1, Paragraph 2 of the Civil Code, the abuse of rights doctrine as provided in Article 1, Paragraph 3 of the Civil Code and the public order and good morals<br>doctrine as provided in Article 42 of Act on General Rules for Application of Laws.
---	---

(vii)	We express no opinion with respect to the availability of specific performance or injunctive relief or any<br>provisional remedy. For the purpose of this opinion letter, an obligation is “enforceable” against the obligor if the obligee is at least entitled to a judgment of a Japanese court which orders that obligor to pay to the obligee<br>compensation for damages suffered by the obligee as a result of the obligor’s breach of such obligation.
(viii)	A determination or certificate as to any matter provided for in the Underwriting Agreement, the Indenture and<br>other agreements and documents which provides for the same to be final, conclusive or binding may be held not to be final, conclusive or binding if such determination or certificate could be shown to have an incorrect or arbitrary basis or not to<br>have been made or given in good faith, and where any party to the Underwriting Agreement, the Indenture or other agreements or documents is vested with any discretion or may determine any matter in its opinion, courts in Japan may require that such<br>discretion be exercised reasonably or that such opinion be based on reasonable grounds.
---	---
(ix)	The opinions expressed above are given as of the date hereof, and no obligation is undertaken to advise you of<br>any changes in any matters set forth herein after the date hereof.
---	---

We hereby consent to the use of this opinion as an exhibit to a report on Form 6-K to be filed by the Company with the Commission on the date hereof incorporated by reference into the Registration Statement and to the use of our name under the captions “Legal Matters” and “Enforcement of Civil Liabilities” contained in the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully,
/s/ Mori Hamada & Matsumoto

Opinion of Sullivan & Cromwell LLP

Exhibit 5.4

July 2, 2025

Honda Motor Co., Ltd.,

No.2-3, Toranomon 2-chome,

Minato-ku, Tokyo 105-8404,

Japan.

Ladies and Gentlemen:

We are acting as United States counsel to Honda Motor Co., Ltd., a Japanese corporation (the “Company”), in connection with the issuance and delivery of the $700,000,000 4.436% Senior Notes due 2028, $1,300,000,000 4.688% Senior Notes due 2030 and $1,000,000,000 5.337% Senior Notes due 2035 (the “Notes”). The Company filed with the Securities and Exchange Commission, on June 20, 2025, a registration statement on Form F-3 (File No. 333-288166) (the “Registration Statement”) under the Securities Act of 1933 (the “Act”) relating to the proposed offer and sale of an indeterminate aggregate initial offering price of the Company’s senior debt securities, including the Notes. The Notes are being issued under the indenture, dated March 10, 2022 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

In rendering this opinion, we have examined the following documents:

1.	The Indenture.
2.	Certificates of officers of the Company with respect to the authorization of the Notes, the determination of<br>the terms of the Notes and related matters.
---	---
3.	Copies of the executed global certificates representing the Notes dated July 2, 2025 (the “GlobalNotes”).
---	---
Honda Motor Co., Ltd.	-2-
---	---

We also have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that the Notes constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Notes.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Japanese law, we note that you have received an opinion, dated July 2, 2025, of Mori Hamada & Matsumoto.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company under the laws of Japan, that the Trustee’s certificates of authentication of the Global Notes have been manually signed by one of the Trustee’s authorized officers, that the Notes have been duly authorized, executed and issued under the laws of Japan and have been delivered against payment as contemplated in the Registration Statement, that the Notes constitute valid and legally binding obligations of the Company under the laws of Japan and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Legal Matters” in the prospectus included in the Registration Statement and in the Prospectus Supplement dated June 25, 2025 pertaining to the Notes. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,
/s/ Sullivan & Cromwell LLP