TOYOTA MOTOR CORP/ (Form: 6-K, Received: 10/06/2025)

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 October 2025

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

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

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

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

Material Contained in this Report:

I.	English translation of the registrant’s announcement with respect to Update on Disclosed Matters: Notice Concerning Progress of the Tender Offer for Own Shares, as filed by the registrant with the Tokyo Stock Exchange on October 6, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Toyota Motor Corporation

By:	/s/ Yoshihide Moriyama
	Name:	Yoshihide Moriyama
	Title:	General Manager,
		Capital Strategy & Affiliated Companies Finance Division

Date: October 6, 2025

Exhibit 99.1

This announcement may not be published, distributed or diffused in the United States of America.

This announcement is not an extension into the United States of the tender offer mentioned herein.

LOGO

(Translation)

October 6, 2025


		Company name:		Toyota Motor Corporation
		Name of representative:		Koji Sato, President
		(Securities code: 7203; Prime Market of the Tokyo Stock Exchange and Premier Market of the Nagoya Stock Exchange)
		Inquiries:		Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div. (Tel: +81-(0)565-28-2121)

Update on Disclosed Matters:

Notice Concerning Progress of the Tender Offer for Own Shares

Toyota Motor Corporation (the “Company”) has announced in its “Notice Concerning the Planned Tender Offer for Own Shares and Determination of Matters Relating to the Repurchase of Shares and the Retirement of Treasury Shares” dated June 3, 2025 (the “June 3, 2025 Announcement”) that, if the tender offer for the share certificates of Toyota Industries Corporation (the “Tender Offer for Toyota Industries”) by a stock company whose issued shares are fully owned by a stock company established by Toyota Fudosan Co., Ltd. (“Toyota Fudosan”), an affiliated company of the Company, as described in the “Notice Concerning Planned Commencement of Tender Offer for the Share Certificates, Etc. of Toyota Industries Corporation (Securities Code: 6201)” announced by Toyota Fudosan on June 3, 2025 (the “Announcement of Toyota Industries’ Offeror”), is successfully completed and settlement for the Tender Offer for Toyota Industries is fully completed, the Company intends to commence a tender offer for its own shares (the “Tender Offer for Own Shares”) as soon as practicable subject to a resolution by its board of directors.

According to the Announcement of Toyota Industries’ Offeror, Toyota Fudosan has announced that the commencement of the Tender Offer for Toyota Industries requires procedures and steps under domestic and foreign competition laws and regulations, the EU Foreign Subsidies Regulation, foreign investment control laws and regulations, and financial regulatory laws and regulations in the UK and Sweden, and that it aims to commence the Tender Offer for Toyota Industries around early December 2025.

Based on the above, the Company has announced in the June 3, 2025 Announcement that it plans to commence the Tender Offer for Own Shares around mid-January 2026.

The Company has been notified by Toyota Fudosan that it is proceeding with the aforementioned procedures and steps toward commencing the Tender Offer for Toyota Industries and that, as of today, it expects the completion of these procedures and to commence the Tender Offer for Toyota Industries in or after February 2026. For details, please refer to the “Notice Concerning Progress of the Tender Offer for the Share Certificates, Etc. of Toyota Industries Corporation (Securities Code: 6201) through a Stock Company Established by Toyota Fudosan” announced today by Toyota Fudosan.

As of today, the Company expects to commence the Tender Offer for Own Shares in or after March 2026 subject to a resolution by its board of directors of the Company following the completion of the Tender Offer for Toyota Industries and the settlement thereof.

The Company will promptly announce when the Tender Offer for Own Shares will be commenced following the satisfaction of its conditions or if there is any change to the aforementioned expected timing of the commencement of the Tender Offer for Own Shares.

End

Not for published, distributed or diffused in the United States.