TOYO Co., Ltd 6-K, filed Mar 25, 2026
TOYO Co., Ltd (TOYO)
About this 6-K
TOYO Co., Ltd filed this 6-K on March 25, 2026.
UNITED STATES
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 March 2026
Commission File Number: 001-42153
TOYO Co., Ltd
Tennoz First Tower, F16
2-2-4, Higashi-Shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Departure of Director and Principal Officer
On March 18, 2026, Mr. Junsei Ryu resigned from his position as the Chief Executive Officer, a director of the board of directors (the “Board), a member of the compensation committee (the “Compensation Committee”) and the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) of TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”), effective immediately. Mr. Ryu’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Director and Principal Officer
On the same day, the Board passed the resolutions to appoint Mr. Takahiko Onozuka as the Chief Executive Officer, a director, Chairman of the Board and a member of Compensation Committee and Nominating and Corporate Governance Committee, effective on March 18, 2026. In connection with the appointment, on March 18, 2026, the Company entered into an employment agreement and an indemnification agreement with Mr. Onozuka. The terms of the agreements are consistent with the Company’s standard arrangements for its directors and executive officers.
The following sets forth certain information concerning the past employment history of Mr. Onozuka and his qualifications to serve as our director:
Mr. Takahiko Onozuka serves as our Chief Executive Officer, director and Chairman of the Board of Directors. Mr. Onozuka has over 40 years’ experience in international finance, energy infrastructure and decarbonization, where he was involved in project and structured finance, business origination, risk management, and stakeholder engagement across Asia, Europe, the Middle East, and Africa. Since September 9, 2025, he served as the general manager of Global Decarbonization Promoting Office of Abalance Corporation, a public company listed on the Tokyo Stock Exchange. From October 2012 to August 2025, he served as an assistant to the general manager of Sumitomo Corporation, where he was involved in investment and project development of large-scale Independent Power Producer (IPP) projects, primarily gas-fired power plants in the Middle East, as well as coal-fired power projects in Indonesia and Vietnam and decarbonization initiatives for hard-to-abate industries, including steel, cement and aluminum sectors. Mr. Onozuka worked for 28 years at the Export-Import Bank of Japan, which was reorganized into the Japan Bank for International Cooperation (JBIC), where he was engaged in sovereign and corporate finance, structured and project finance for overseas infrastructure and resource-related investments in collaboration with Japanese trading houses, and climate-change policy and renewable energy initiatives.
Mr. Onozuka holds nationally accredited professional certifications in Japan, including First-Class Bookkeeping Certification, Certified Energy Manager and Third-Class Electrical Chief Engineer, Mr. Onozuka obtained his bachelor’s degree in law from Waseda University in Japan.
We believe Mr. Onozuka is qualified to serve as our director because of his extensive experience in management, finance and the energy industry.
Copies of form of the employment agreement and form of the indemnification agreement are being furnished as Exhibits 99.1 and 99.2 with this Report on Form 6-K. The foregoing descriptions of the employment agreement and the indemnification agreement do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the employment agreement and the indemnification agreement.
On March 18, 2026, the Company issued a press release announcing the appointment of new officer and director. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated by reference in the Company’s registration statement on Form F-3 (File No. 333-290952) and Form S-8 (File No. 333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Employment Agreement | |
| 10.2 | Form of Indemnification Agreement | |
| 99.1 | Press release dated March 18, 2026 |
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Signature
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.
| TOYO Co., Ltd | ||
| By: | /s/ Takahiko Onozuka | |
| Name: | Takahiko Onozuka | |
| Title: | Director and Chief Executive Officer | |
Date: March 25, 2026
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Exhibit 10.1
TOYO CO., LTD
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and entered into as of [Date], by and between TOYO Co., Ltd, a Cayman Islands company (the “Company”), and [Employee Name] ([ID Card/Passport] No.:[●]) (the “Employee”).
ARTICLE 1: TERM & NATURE
| A. | This Employment Agreement: |
__ (a) Is a fixed term employment agreement and, the period of employment commences from (YY/MM/DD) (the “Effective Date”), to (YY/MM/DD), and until (YY/MM/DD) shall be the probation period.
__ (b) Has a perpetual term of employment without defined expiry or termination date, and the period of employment commences at (YY/MM/DD).
__ (c) Has an effective term of months on a project basis, with reference to a pre-defined scope of work with effect from (YY/MM/DD). ]
| B. | Working Hours |
The Employee has taking into account the nature of his/her senior management position, and therefore shall not be entitled to any overtime pay. The Company guarantees the Employee the right of adequate rest hours and leave of absence.
ARTICLE 2: JOB CONTENTS
A. Subject to the terms and provisions of this Agreement, the Employee is hereby employed by the Company as [position/title] of the Company. The Employee shall have full responsibility and authority for such duties as customarily are associated with service as the [position/title] of the Company at the direction of the Board of Directors of the Company (the “Board”). The Employee shall faithfully and diligently perform, on a full-time basis, such duties assigned to the Employee.
B. Employee shall devote substantially all of his/her business time, attention, energies, skills, learning and efforts to the Company’s business.
C. In accordance with job requirements, the Employee accepts that he/she might be required to travel domestically and internationally. The Employee is expected to abide by the travel policy with the applicable exceptions as agreed to with the Company’s CEO or other authorized person of the Company.
ARTICLE 3: COMPENSATION
A. Base Salary: The Employee ’s annual base salary under this Agreement shall be [USD ●] (gross) per year (i.e. [$●] per month, total 12 months), prorated for any partial year, commencing upon the Effective Date; provided however that the Employee’s base salary shall be reviewed and adjusted annually by the Board of Directors and/or its Compensation Committee. The annual base salary shall be payable monthly in twelve equal instalments prorated from the Effective Date in accordance with the ordinary payroll procedures of the Company.
B. Annual Bonus: The Employee will be awarded an annual bonus targeted at [●]% of his/her annual base salary, with the final amount subject to the review and approval made annually by the Board and/or its Compensation Committee (as applicable) based on the results of annual milestone, the Employee’s performance and company annual target achievements of the whole year.
C. The Employee shall be entitled to [●] working days’ paid annual leave during each calendar year (prorated for any partial year) to be taken at times agreed with the Company and pursuant to the Company’s annual leave policies.
D. During the term of the employment, the Employee shall be entitled to participate in all of the employee benefit plans and arrangements made available by the Company to its similarly situated employees, including, but not limited to, any retirement plan, medical insurance plan and travel/holiday policy, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.
ARTICLE 4: EDUCATION & TRAINING
Should the Company sponsor the Employee for professional training courses, the Employee shall serve the Company for a fixed term of service years and this period is to be determined in accordance with the value of the training curriculum and tangible/intangible investment sum. Otherwise the Employee is required to refund the Company the training cost amortized in accordance with term of service. The Company and the Employee are required to mutually agree on such details and may enter into a separate “Supplementary Training Agreement” under this Article.
ARTICLE 5: CONDITIONS FOR TERMINATION
A. The Agreement can be terminated through mutual agreement between both parties.
B. The Employee may terminate this Agreement by giving to the Company thirty (30) days’ written notice (or payment in lieu of notice).
C. The Company may terminate this Agreement by giving to the Employee three months’ written notice (or payment in lieu of notice).
D. The Company may without notice terminate this Agreement if the Employee:
(a) continuously and intentionally fails to or refuses to perform substantially the Employee’s assigned duties (other than as a result of total or partial mental or physical incapacity);
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(b) is convicted of, or pleads nolo contendere to, a felony involving dishonesty or moral turpitude;
(c) engages in willful misconduct, including without limitation, fraud, embezzlement, theft or misappropriation against the Company; or
(d) commits material breach of the restrictive covenants applicable to the Employee, including those set forth in this Agreement; or Company’s written policy applicable to the Employee, that does, or could reasonably be expected to, result in material harm to the Company, including reputational harm.
ARTICLE 6: REPRESENTATIONS AND WARRANTIES
The Employee hereby represents and warrants to Company that as of the date of execution of this Agreement:
A. this Agreement will not cause or require the Employee to breach any obligation to, or agreement or confidence with, any other person; and
B. the Employee has not been induced to enter into this Agreement by any promise or representation other than as expressly set forth in this Agreement.
ARTICLE 7: NON-SOLICITATION, NON-COMPETITION AND AVOIDANCE OF CONFLICTS
During the term of this Agreement, the Employee agrees that, without the prior written consent of the Company, the Employee will not, directly or indirectly, on his or her behalf or on behalf of any other person or entity:
A. call upon, solicit, divert or take away or attempt to solicit, divert or take away any of the customers, vendors, business or patrons of the Company;
B. solicit or attempt to solicit for employment or consultancy any person who is an employee of or consultant to the Company; or
C. own, operate, manage, join, control, participate in the ownership, management, operation or control of, or be paid or employed by, or acquire any securities of, or otherwise become associated with or provide assistance to, as an employee, consultant, director, officer, shareholder, partner, agent, associate, principal, representative or in any other capacity, any business entity which engages in any competitive line of business in which the Company is engaged.
The Employee further agrees that the obligations under above Article 7A&B shall survive the termination of this Contract for any reason and last until the expiry of [●] years following the termination of employment.
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ARTICLE 8: CONFIDENTIALITY
A. The Employee hereby acknowledges that the Company has made and will make available to the Employee certain customer lists, product design information, performance standards and other confidential and/or Proprietary Information (if any) of the Company or licensed to the Company, including without limitation trade secrets, copyrighted materials and/or financial information of the Company (or any of its affiliates), including without limitation, financial statements, reports and data (collectively, the “Confidential Material”); however, Confidential Material does not include any of the foregoing items which has become publicly known or made generally available through no wrongful act of the Employee or of others who were under confidentiality obligations as to the item or items involved.
B. Except as essential to the Employee’s obligations under this Agreement or for the purpose of seeking professional advice, the Employee shall not make any disclosure of this Agreement, the terms of this Agreement, or any of the Confidential Material nor to make any duplication or other copy of any of the Confidential Material. Immediately upon request from the Company, the Employee shall return to the Company all Confidential Material. The Employee shall notify each person to whom any disclosure is made that such disclosure is made in confidence that the Confidential Material shall be kept in confidence by such person. Nothing contained in this Article 8 shall be construed as preventing The Employee from providing Confidential Material in compliance with a valid court order issued by a court of competent jurisdiction, provided that the Employee takes reasonable steps to prevent dissemination of such Confidential Material.
ARTICLE 9: PROPRIETARY INFORMATION
A. For purposes of this Agreement, “Proprietary Information” shall mean any information, observation, data, written material, record, document, software, firmware, invention, discovery, improvement, development, tool, machine, apparatus, appliance, design, promotional idea, customer list, practice, process, formula, method, technique, trade secret, product and/or research related to the actual or anticipated research, marketing strategies, pricing information, business records, development, products, organization, business or finances of the Company.
B. Proprietary Information shall not include information in the public domain as of execution of this Agreement except through any act or omission of the Employee. All right, title and interest of every kind and nature whatsoever in and to the Proprietary Information (if any) made, discussed, developed, secured, obtained or learned by the Employee during the term of this Agreement shall be the sole and exclusive property of the Company’s designated subsidiary for any purposes or uses whatsoever, and shall be disclosed promptly by the Employee to the Company.
C. The covenants set forth in the preceding sentence shall apply regardless of whether any Proprietary Information is made, discovered, developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or otherwise, (c) at the request and upon the suggestion of the Company or otherwise, or (d) with the Company’s materials, tools, instruments or on the Company’s premises or otherwise. All Proprietary Information developed, created, invented, devised, conceived or discovered by the Employee that is subject to copyright protection is explicitly considered by the Employee and the Company to be works made for hire to the extent permitted by law.
D. Save as provided by law, the Employee shall make no claims against the Company and its respective officers, directors and employees, for additional remuneration arising out of, or relating to, any Proprietary Information. The Employee shall execute any documents and take any action the Company may deem necessary or appropriate to effectuate the provisions of this Agreement.
ARTICLE 10: BUSINESS OPORTUNITIES
Not applicable.
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ARTICLE 11: MISCELLANEOUS
A. Section Headings. The section headings or captions in this Agreement are for convenience of reference only and do not form a part hereof, and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this Agreement.
B. Survival. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable in any relevant jurisdiction, then such illegal or unenforceable provision shall be modified by the proper court, if possible, but only to the extent necessary to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect separately from the provision or portion thereof determined to be illegal or unenforceable and shall not be affected thereby; provided that, any such modification shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which such determination of illegality or unenforceability is made.
C. Employment Policies. The Employee acknowledges and agrees that he will be bound to follow all Company Policies as may be implemented by the Company from time to time, and as may be revised in the Company’s sole discretion from time to time.
D. Drafting Ambiguities; Conflicts. Each party to this Agreement has reviewed and revised this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments or exhibits to this Agreement. To the extent the Employee has entered into a separate employment agreement with an operating subsidiary of the Company and there is any conflict between such employment agreement and this Agreement, the terms under such employment agreement shall prevail.
E. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
F. Governing Law; Dispute Resolution. This Agreement is made in accordance with and shall be governed by and construed according to the laws of Hong Kong (excluding the conflict of law provisions thereof). To the extent that any part of this agreement is deemed invalid, the remainder of this agreement will remain in force as written. The Parties agree to submit to the non-exclusive jurisdiction of the Labour Tribunal and Courts of Hong Kong in respect of any dispute arising in connection with this employment.
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IN WITNESS WHEREOF, the Agreement has been executed as of the date first written above.
| COMPANY: | TOYO CO., LTD a Cayman Islands exempted company | |
| By: | ||
| Name: | ||
| Title: | ||
| EXECUTIVE: | ||
| Name: | ||
| Address: | ||
Exhibit 10.2
TOYO CO., LTD
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2024 by and between TOYO Co., Ltd, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (the “Indemnitee”).
WHEREAS, the Indemnitee has agreed to serve as a director or officer of the Company and in such capacity will render valuable services to the Company; and
WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “Board”) has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;
NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to render valuable services the Company, the Company and the Indemnitee hereby agree as follows:
1. Definitions. As used in this Agreement:
(a) “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of the Company (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) (such directors being referred to herein as “Continuing Directors”) cease for any reason to constitute at least a majority of the Board of the Company.
(b) “Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.
(c) The term “Expenses” shall mean, without limitation, expenses of Proceedings, including attorneys’ fees, disbursements and retainers, accounting and witness fees, expenses related to preparation for service as a witness and to service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.
(d) The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee, or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.
(e) The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board), by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.
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(f) The phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any service as a director/an executive officer of the Company which imposes duties on, or involves services by, such director/executive officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.
2. Services by the Indemnitee. The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders a resignation in writing or is removed from the Indemnitee’s position; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).
3. Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.
4. Proceeding Other Than a Proceeding by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).
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5. Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee as a director or officer of the Company or in connection with serving at the request of the Company as an agent of another enterprise, or (b) has been successful in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law.
6. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest or penalties or excise taxes to which the Indemnitee is entitled.
7. Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.
8. Indemnification Procedure; Determination of Right to Indemnification.
(a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.
(b) The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination is made that the Indemnitee has not met such standards by a court of competent jurisdiction.
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(c) If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein.
(d) If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings).
(e) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.
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9. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:
(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board finds it to be appropriate;
(b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;
(c) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;
(d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;
(e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or
(f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication;
(g) To indemnify the Indemnitee in connection with Indemnitee’s personal tax matter; or
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(h) To indemnify the Indemnitee with respect to any claim related to any dispute or breach arising under any contract or similar obligation between the Company or any of its subsidiaries or affiliates and such Indemnitee.
10. Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.
11. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.
12. Successors and Assigns.
(a) This Agreement shall be binding upon the Indemnitee, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be a director or officer, and the Company and its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.
(b) If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.
13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
14. Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.
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15. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.
16. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the Cayman Islands without regard to the conflict of laws principles thereof.
17. Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Company’s Articles, or by other agreements, including directors’ and officers’ liability insurance policies, of the Company.
18. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.
19. Notices. Any notice required to be given under this Agreement shall be directed to of the Company, at 5F, Tennoz First Tower, 2-2-4, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002, and to the Indemnitee at or to such other address as either shall designate to the other in writing.
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IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.
| TOYO CO., LTD | ||
| By: | ||
| Name: | ||
| Title: | ||
| INDEMNITEE | ||
| By: | ||
| Name: | ||
[Signature Page to Indemnification Agreement]
Exhibit 99.1
TOYO Co., Ltd Announces Leadership Transition
TOKYO, March 18, 2026 /PRNewswire/ -- TOYO Co., Ltd (Nasdaq: TOYO) (OTC: TOYWF), (“TOYO” or the “Company”), a solar solution company, today announced a planned leadership transition and the strengthening of its executive team to support the Company’s next phase of growth.
CEO and Chairman Retirement
The Company announced that Junsei Ryu retired from his role as Chief Executive Officer and Chairman of the Board effective March 18, 2026. Mr. Ryu plans to continue to serve as an advisor to the Board for a 12-month transition period to ensure an orderly handover of responsibilities.
“The Board is deeply grateful to Mr. Ryu for his exceptional leadership in taking the Company public in 2024, driving our expansion into Ethiopia and the U.S., and for his unwavering commitment to our customers, partners, and employees,” said Alfred “Trey” Hickey, an Independent Director of TOYO. “He has positioned the Company on a strong footing, with a clear strategy and a robust balance sheet, and we wish him the very best in his retirement.”
Appointment of New CEO and Chairman
Mr. Takahiko Onozuka is appointed as CEO and Chairman of the Board as of March 18, 2026. He is an accomplished global executive with over 40 years of experience in international finance, energy infrastructure, and decarbonization. He has strong track record in project and structured finance, business origination, risk management, and stakeholder engagement across Asia, Europe, the Middle East, and Africa.
Prior to joining the Company, he held senior roles at Japan Bank for International Cooperation (“JBIC”) and Sumitomo Corporation, leading major cross-border projects in oil and gas, power generation, liquefied natural gas, railways, and renewable energy. Since September 2025, he has served as General Manager of the Global Decarbonization Promoting Office at Abalance Corporation, driving key energy transition initiatives.
Mr. Onozuka holds a Bachelor of Laws (LL.B.) from Waseda University, has completed advanced coursework in physics and engineering at Tokyo Institute of Technology, and holds multiple nationally accredited certifications in energy management and power systems.
“I am honored to be chosen to lead TOYO at such an exciting moment for the Company and the solar industry,” said Mr. Onozuka. “Building on the strong foundation the team has created, we will continue to invest in advanced solar technologies and resilient supply chains, deepen our strategic partnerships, and deliver sustainable, long-term value for our shareholders.”
About TOYO Co., Ltd.
TOYO is a solar solutions company committed to becoming a full-service solar solutions provider in the global market, integrating upstream production of wafers and silicon, midstream production of solar cells, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality solar cells at a competitive scale and cost.
Forward-Looking Statements
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “look forward to,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the section entitled “Risk Factors” in TOYO’s annual report on Form 20-F, as well as discussions of potential risks, uncertainties, and other important factors in TOYO’s subsequent filings with the U.S. Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof. TOYO specifically disclaims any obligation to update any forward-looking statement, whether due to new information, future events, or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.
Contact Information:
For TOYO Co., Ltd.
IR@toyo-solar.com
Crocker Coulson
Email: crocker.coulson@aummedia.org
Tel: (646) 652-7185