~~Table~~No.1-7628 ~~of Contents~~

~~No.1-7628~~SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~WASHINGTON,~~FORM ~~D.C.~~6-K ~~20549~~

~~FORM~~REPORT ~~6-K~~OF FOREIGN PRIVATE ISSUER

~~REPORT~~PURSUANT OFTO ~~FOREIGN~~RULE ~~PRIVATE~~13a-16 ~~ISSUER~~OR 15d-16

~~PURSUANT~~UNDER TOTHE ~~RULE~~SECURITIES ~~13a-16~~EXCHANGE ORACT ~~15d-16~~OF 1934

~~UNDER~~FOR THE ~~SECURITIES~~MONTH ~~EXCHANGE ACT~~ OF ~~1934~~MARCH 2026

~~FOR~~COMMISSION ~~THE~~FILE ~~MONTH~~NUMBER: OF1-07628 ~~FEBRUARY 2026~~

~~COMMISSION~~HONDA ~~FILE~~GIKEN ~~NUMBER:~~KOGYO ~~1-07628~~KABUSHIKI KAISHA

~~HONDA~~(Name ~~GIKEN~~of ~~KOGYO~~registrant) ~~KABUSHIKI KAISHA~~

~~(Name~~HONDA MOTOR ofCO., ~~registrant)~~LTD.

~~HONDA MOTOR~~(Translation ~~CO.,~~of ~~LTD.~~registrant’s name into English)

~~(Translation~~2-3, ofToranomon ~~registrant’s~~2-chome, Minato-ku, ~~name~~Tokyo ~~into~~105-8404, ~~English)~~Japan

~~2-3,~~(Address ~~Toranomon~~of ~~2-chome,~~principal ~~Minato-ku,~~executive ~~Tokyo~~offices) ~~105-8404, Japan~~

~~(Address~~Indicate by check mark whether the registrant files or will file annual reports under cover of ~~principal~~Form ~~executive~~20-F ~~offices)~~or Form 40-F:

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

Indicate by check mark if the registrant is submitting the Form 20 6-~~F ☒ Form~~K 40in paper as permitted by Regulation S-~~F ☐~~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)(17): ☐

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

~~Table~~Exhibit ~~of Contents~~1:

~~Contents~~Notice Concerning Recording of Losses Associated with the Reassessment of Automobile Electrification Strategy and Revision on Forecast for Consolidated Financial Results for the Fiscal Year Ending March 31, 2026

~~Exhibit~~Pursuant 1: 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~~HONDA ~~Motor Co~~GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO., ~~Ltd~~LTD. ~~announced~~) ~~its~~/s/ ~~consolidated~~Koji ~~financial~~Ito ~~results~~Koji ~~for~~Ito ~~the~~General ~~fiscal~~Manager ~~third~~Finance ~~quarter~~Division ~~ended~~Honda ~~December 31,~~Motor ~~2025~~Co., Ltd.

~~Exhibit 2~~Date: March 12, 2026

~~Notice~~[Translation] ~~Concerning Cancellation of the Company’s Own Shares (Cancellation of the Company’s Own Shares pursuant to Article 178 of the Company Law)~~

~~Exhibit~~March 12, 3: 2026

~~Notice~~To ~~Concerning~~Whom ~~Changes~~It inMay ~~Executive~~Concern: ~~Officers and Directors~~

Exhibit 4


Company Name:		Honda Motor Co., Ltd
Representative:		Toshihiro Mibe
		Director, President and Representative Executive Officer
		(Securities Code: 7267 Prime Market, TSE)
Contact Person:		Masao Kawaguchi
		Head of Accounting and Finance Unit
		(TEL: +81-3-3423-1111)

Notice ~~Regarding~~ ~~Reorganization~~Concerning Recording of Losses Associated with the ~~Company~~Reassessment of Automobile Electrification Strategy and ~~its~~Revision on Forecast for Consolidated ~~Subsidiary~~Financial Results for the Fiscal Year Ending March 31, 2026

~~Table~~The Board of ~~Contents~~Directors of Honda Motor Co., Ltd. (the “Company” and, together with its subsidiaries and affiliates, “Honda”), at its meeting held on March 12, 2026, resolved to cancel the market launches and development of certain electric vehicle (EV) models that had been planned for production in North America. As a result of its reassessment of its automobile electrification strategy including this decision, the Company now expects to record losses in its consolidated financial results for the fiscal year ending March 31, 2026. Accordingly, the Company has revised its forecasts for consolidated financial results for the fiscal year ending March 31, 2026, which was announced on February 10, 2026, as outlined below.

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

~~HONDA GIKEN KOGYO KABUSHIKI KAISHA (HONDA MOTOR CO~~1., ~~LTD.)~~Recording ~~/s/~~of ~~Koji~~losses ~~Ito~~associated ~~Koji~~with ~~Ito~~the ~~General~~reassessment ~~Manager~~of ~~Finance~~automobile ~~Division~~electrification ~~Honda Motor Co., Ltd.~~strategy

~~Date:~~(1) ~~February~~Business ~~10,~~environment ~~2026~~surrounding Honda

~~Table~~Setting a goal to realize carbon neutrality for all products and corporate activities Honda is involved in by 2050, Honda has been working to reduce its environmental impact. To realize carbon neutrality for small-size mobility products, including passenger cars, Honda believed EVs would be the optimal solution from a long-term perspective. Based on this belief, Honda shifted its strategic direction toward the popularization of ~~Contents~~EVs. Supported by its internal combustion engine (ICE) and hybrid electric vehicle (HEV) business with accumulated technologies and know-how, as well as a stable profit base provided by Motorcycle business and Financial services business with a solid customer base, Honda has been promoting EV adoption. However, the profitability of Honda’s Automobile business is declining primarily due to the impact on the ICE and HEV business caused by the United States government policy shift including the imposition of import tariffs, and a decline in the competitiveness of Honda products in Asia due to the impact of the allocation of more resources to EV development.

~~Consolidated~~In ~~Financial~~addition, ~~Results~~the business environment surrounding Honda is changing dramatically day by day, and the outlook remains uncertain. The United States government policy shifts including the abolition of tax incentives for EV purchases, as well as the ~~Fiscal~~easing ~~Third~~of ~~Quarter~~fossil ~~Ended~~fuel regulations have slowed down the EV ~~December 31~~market. In China and other Asian countries, ~~2025~~what customers value more in automobiles is shifting from hardware features such as fuel efficiency and cabin space to software-based features that continuously advance in line with customer preferences. This has intensified competition due to the rapid emergence of newer EV manufacturers that leverage their shorter product development cycle and strengths in the area of software-defined vehicle (~~IFRS~~SDV) technologies, including advanced driver assistance systems (ADAS).

~~February 10,~~(2) ~~2026~~Losses expected to be recorded

Company name		: Honda Motor Co., Ltd.
Listing		: Tokyo Stock Exchange
Securities code		: 7267
URL		: https://global.honda/en/investors/
Representative		: Toshihiro Mibe, Director, President and Representative Executive Officer
Inquiries		: Masao Kawaguchi, Head of Accounting and Finance Unit Tel. +81-3-3423-1111
Scheduled date to commence dividend payments		: —
Supplemental materials prepared for consolidated financial results		: Yes
Holdings of financial results meeting		: Yes

As part of its strategic reassessment in response to the slowdown of the EV market in North America, the Company has decided to cancel the market launches and development of certain EV models that were previously planned for production in North America. As a result of reassessment of automobile electrification strategy including this decision, the Company now expects to record losses including impairment and write-off losses on tangible and intangible assets that were intended to be used for the production of EV models whose market launches and development have been canceled, as well as losses related to additional costs due to the cancellation of development and sales. In addition, due to a reassessment of recoverability prompted by intensified competition in China, the Company now expects to record impairment losses on certain investments accounted for using the equity method in China.

~~(Amounts~~As ~~are~~a ~~rounded~~result, the Company expects to record the ~~nearest~~following ~~million~~losses ~~yen)~~in the consolidated financial statements for the fiscal year ending March 31, 2026:

1.) ~~Consolidated~~Operating ~~Financial~~costs ~~Results~~and ~~for~~expenses ~~the~~between ~~Nine~~820.0 ~~Months~~billion ~~Ended~~yen ~~December 31,~~and ~~2025 (from April~~ 1,120.0 ~~2025~~billion ~~to December 31~~yen, ~~2025)~~

(12) ~~Consolidated~~Share ~~operating~~of ~~results~~loss ~~(for~~of ~~the~~investments ~~nine~~accounted ~~months~~for ~~ended~~using ~~December~~the ~~31)~~equity (%method ofbetween ~~change~~110.0 ~~from~~billion ~~the~~yen ~~same~~and ~~period~~150.0 ofbillion ~~the previous fiscal year)~~yen.

	Sales revenue			Operating profit			Profit beforeincome taxes			Profit for the period			Profit for the periodattributable toowners of the parent			Comprehensiveincome for theperiod
Nine months ended		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%		Yen (millions)	%
December 31, 2025		15,975,664	-2.2		591,505	-48.1		771,787	-37.0		519,207	-39.7		465,437	-42.2		1,166,796	8.2
December 31, 2024		16,328,725	8.9		1,139,920	5.9		1,225,559	-3.1		860,427	-6.9		805,263	-7.4		1,078,630	-21.1

Moreover, the Company expects to record extraordinary losses between 340.0 billion yen and 570.0 billion yen in the non-consolidated financial statements. These amounts are preliminary estimates as of March 12, 2026, and will be finalized in the consolidated and non-consolidated financial statements for the fiscal year ending March 31, 2026. Furthermore, additional expenses or losses may be incurred in connection with the above-mentioned reassessment of automobile electrification strategy in future periods. The Company expects the total of expenses and losses related to the reassessment of automobile electrification strategy, including the expected losses for the fiscal year ending March 31, 2026, will be up to 2,500.0 billion yen. These amounts are preliminary estimates based on information currently available and certain assumptions. The actual results may differ from those described in these forward-looking statements as they involve potential risks and uncertainties.

	Earnings per share attributable to owners of the parent - Basic	Earnings per share attributable to owners of the parent - Diluted
Nine months ended	Yen	Yen
December 31, 2025	115.53	115.53
December 31, 2024	169.69	169.69

(3)	Future direction for Honda’s Automobile business

~~Explanatory~~In ~~note:~~order to respond flexibly to the rapid changes in the current business environment, Honda is making progress in the reorganization of its strategic framework and reestablishment of its competitive strengths.

~~Basic~~Honda ~~and~~will ~~diluted~~aim ~~earnings~~to ~~per~~strengthen ~~share~~its ~~are~~HEV ~~calculated~~models ~~based~~through onthe reassessment of resource allocations by streamlining the ~~profit~~lineup ~~for~~of EV models in light of the ~~period~~recent ~~attributable~~slowdown of the EV market in North America. In addition to ~~owners~~its main markets, namely Japan and the United States, Honda will seek to enhance the model lineup and cost competitiveness in India, where market expansion is expected. In Asisa, Honda will seek to enhance competitiveness by the market launches of next-generation HEV models as well as reassessment of resource allocation. In order to strengthen its Automobile business structure, Honda will establish a fixed-cost structure appropriate for the ~~parent~~scale. Honda will promote electrification flexibly from a long-term perspective, while balancing profitability and demand trends.

~~(2)~~Although ~~Consolidated~~there ~~financial~~is ~~position~~a possibility that additional expenses and/or losses will be recorded in future periods, Honda aims to introduce next-generation HEV models and enhance HEV model lineups to improve profitability of Automobile business and maintain stable returns to shareholders based on Motorcycle business and Financial services business’ solid earning power and cash generating capability. Honda is planning to announce the details of the reestablishment of its mid- to long-term business strategy at an appropriate time in the next fiscal year.

	$		$		$		$
	Total assets		Total equity		Equity attributable to ownersof the parent		Ratio of equity attributable toowners of the parent tototal assets
As of		Yen (millions)		Yen (millions)		Yen (millions)		%
December 31, 2025		32,849,551		12,778,460		12,465,664		37.9
March 31, 2025		30,775,867		12,627,822		12,326,529		40.1

2.	Revisions on forecasts for the consolidated financial results for the fiscal year ending March 31, 2026

2.(1) ~~Dividends~~Revision of forecasts for consolidated financial results for the fiscal year ending March 31, 2026

	$		$		$		$		$
	Sales revenue(Million Yen)		Operating profit(Million Yen)		Profit beforeincome taxes(Million Yen)		Profit for theyear(Million Yen)		Profit for theyearattributable toowners of theparent(Million Yen)		Basic earningsper shareattributable toowners of theparent(Yen)
	Annual dividends per share
Forecast previously announced (A)		21,100,000		550,000		620,000		360,000		300,000		75.05
	First quarter-end		Second quarter-end		Third quarter-end		Fiscal year-end		Total
Forecast revision as of March 31, 2026 (B)		21,100,000		-570,000 ~ -270,000		-650,000 ~ -310,000		-630,000 ~ -360,000		-690,000 ~ -420,000		-172.62 ~ -105.07
	Yen		Yen		Yen		Yen		Yen
Change (B-A)		0		-1,120,000 ~ -820,000		-1,270,000 ~ -930,000		-990,000 ~ -720,000		-990,000 ~ -720,000
Fiscal year ended March 31, 2025		—		34.00		—		34.00		68.00
Percentage change (%)		0.0		—		—		—		—		—
Fiscal year ending March 31, 2026		—		35.00		—
(Reference) Results of the fiscal year ended March 31, 2025		21,688,767		1,213,486		1,317,640		903,034		835,837		178.93
Fiscal year ending March 31, 2026 (forecast)								35.00		70.00

~~Explanatory~~The ~~note:~~revised forecasts are estimated by the management of the Company based on information currently available to Honda. These forecasts are disclosed with a range as they involve potential risks and uncertainties.

~~Revisions~~(2) toReason for revision for consolidated financial results for the ~~forecast~~fiscal ofyear ~~dividends~~ending ~~most~~March ~~recently~~31, 2026 which was announced: ~~None~~on of February 10, 2026

3.The ~~Forecast~~Company made the decision to cancel the market launch and development of ~~Consolidated~~certain ~~Financial~~EV ~~Results~~models that had been planned for ~~the~~production ~~Fiscal~~in ~~Year~~North ~~Ending~~America. ~~March 31~~In conjunction with this decision, ~~2026~~Honda ~~(from~~has ~~April~~reassessed its automobile electrification strategy and expects to record an operating costs and expenses of 820.0 billion yen to 1,120.0 billion ~~2025~~yen, as well as share of loss of investments accounted for using the equity method of 110.0 billion yen to 150.0 billion yen. As a result, the Company has revised its forecasts for consolidated financial results for the fiscal year ending March 31, 2026), which was announced on February 10, 2026, as indicated above.

The Company adopts DOE (%dividend on adjusted equity attributable to owners of ~~change~~the ~~from~~parent) as its shareholder redistribution indicator. Although the ~~previous~~Company revised February 10, 2026 forecasts for consolidated financial results for the fiscal year) ending March 31, 2026, the Company has not changed the dividend forecast.

	Sales revenue				Operating profit				Profit beforeincome taxes				Profit for the year				Profit for the yearattributable to ownersof the parent				Earnings per shareattributable to ownersof the parent
	Yen (millions)		%		Yen (millions)		%		Yen (millions)		%		Yen (millions)		%		Yen (millions)		%		Yen
Full-year		21,100,000		-2.7		550,000		-54.7		620,000		-52.9		360,000		-60.1		300,000		-64.1		75.05

*	Basic earnings per share attributable to owners of the parent is calculated based on profit for the year attributable to owners of the parent.

~~Explanatory~~* ~~note:~~The forecast for consolidated financial results of the Company is based on the management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that the actual results of the Company could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in the principal markets of the Company, its consolidated subsidiaries and its affiliates accounted for using the equity method, and the fluctuation of foreign exchange rates, as well as other factors detailed from time to time.

~~Revisions~~* toAlong with the ~~forecast~~above ofinformation, ~~consolidated~~please ~~financial~~refer ~~results~~to ~~most~~Honda’s ~~recently~~investor ~~announced:~~relations ~~Yes~~website (URL https://global.honda/en/investors/).

~~Table~~3. Voluntary Forfeiture and Reduction of ~~Contents~~Executive Compensation

*ExplanatoryIn ~~notes~~light of the revised forecast of financial results for the fiscal year ending March 31, 2026 and the losses associated with the reassessment of automobile electrification strategy, certain executive officers will voluntarily forfeiture a portion of their compensation as below for the fiscal year ending March 31, 2027.

~~(1)~~The ~~Significant~~President ~~changes~~and inRepresentative Executive Officer, and the ~~scope~~Executive ofVice ~~consolidation~~President ~~during~~and ~~the~~Representative ~~period~~Executive Officer: ~~None~~

~~Newly~~A ~~included:~~voluntary -forfeit ~~companies~~equivalent ~~(Company~~to ~~name:~~30% -)of ~~Excluded:~~monthly -compensation ~~companies~~ (~~Company~~for ~~name:~~three -months)

~~(2)~~Members ~~Changes~~of inthe ~~accounting~~Executive ~~policies~~Council and ~~changes~~Managing inExecutive ~~accounting~~Officers ~~estimates~~related to the Automobile Business*:

~~(i)~~A ~~Changes~~voluntary inforfeit ~~accounting~~equivalent ~~policies~~to ~~required~~20% byof ~~IFRS~~monthly :compensation ~~None~~ (~~ii)~~for ~~Changes~~three ~~in accounting policies due to other reason : None (iii~~months) ~~Changes in accounting estimates : None~~

~~(3)~~* ~~Number~~Those who have held the relevant positions during the fiscal year ending March 31, 2026, excluding directors and/or officers who will retire as of ~~issued~~the ~~shares~~end ~~(common~~of ~~shares)~~March 2026.

~~(i)~~In ~~Number~~addition, ofit ~~issued~~has ~~shares~~been atdecided that the ~~end~~President ofand Representative Executive Officer, and the ~~period~~Executive ~~(including~~Vice ~~treasury~~President ~~stock~~and Representative Executive Officer will forfeit their short-term performance-linked compensation (STI) for the fiscal year ending March 31, 2026.

As of December 31, 2025		5,280,000,000 shares
As of March 31, 2025		5,280,000,000 shares

As a result, the annual compensation of the Representative Executive Officers will be reduced by approximately 25% to 30% from the standard level.

(ii) Number of treasury stock at the end of the period

As of December 31, 2025		1,387,448,451 shares
As of March 31, 2025		933,490,429 shares

(iii) Average number of shares outstanding during the period

Nine months ended December 31, 2025		4,028,691,639 shares
Nine months ended December 31, 2024		4,745,432,767 shares

* Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or an audit firm: None

* Proper use of earning forecasts, and other special matters

This announcement contains “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on management’s assumptions and beliefs taking into account information currently available to it. Therefore, please be advised that the actual results of the Company could differ materially from those described in these forward-looking statements as a result of numerous factors, including general economic conditions in the principal markets of the Company, its consolidated subsidiaries and its affiliates accounted for by the equity-method, and fluctuation of foreign exchange rates, as well as other factors detailed from time to time.

Honda’s American Depositary Shares are listed and traded on the New York Stock Exchange. One American Depositary Share represents three common shares.

This document, Form 6-K (to be submitted to the U.S. Securities and Exchange Commission), is submitted to Tokyo Stock Exchange as English translation of the Japanese original. Therefore, there are some discrepancies between this translated document and the Japanese original.

For supplemental materials prepared for consolidated financial results and other information, please refer to Honda’s Investor Relations website (URL https://global.honda/en/investors/).

TABLE OF CONTENTS

Consolidated Financial Results for the Fiscal Third Quarter Ended December 31, 2025

1. Overview of Consolidated Financial Results			2
2. Condensed Consolidated Interim Financial Statements and Notes to Condensed Consolidated Interim Financial Statements			3
[1] Condensed Consolidated Statements of Financial Position			3
[2] Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Comprehensive Income			4
Condensed Consolidated Statements of Income For the nine months ended December 31, 2024 and 2025			4
Condensed Consolidated Statements of Comprehensive Income For the nine months ended December 31, 2024 and 2025			5
[3] Condensed Consolidated Statements of Changes in Equity			6
[4] Condensed Consolidated Statements of Cash Flows			7
[5] Assumptions for Going Concern			8
[6] Notes to Condensed Consolidated Interim Financial Statements			8

—1—

1. Overview of Consolidated Financial Results

Consolidated Operating Results

Honda’s consolidated sales revenue for the nine months ended December 31, 2025 decreased by 2.2%, to JPY 15,975.6 billion from the same period last year, due mainly to negative foreign currency translation effects, which was partially offset by increased sales revenue in Motorcycle business. Operating profit decreased by 48.1%, to JPY 591.5 billion from the same period last year, due mainly to impact of changes in the electric vehicle (EV) market environment as well as tariff impacts, which was partially offset by increased profit attributable to price and cost impacts. Profit before income taxes decreased by 37.0%, to JPY 771.7 billion from the same period last year. Profit for the period attributable to owners of the parent decreased by 42.2%, to JPY 465.4 billion from the same period last year.

Consolidated Statements of Financial Position

Total assets as of December 31, 2025 increased by JPY 2,073.6 billion, to JPY 32,849.5 billion from March 31, 2025 due mainly to increased equipment on operating leases as well as positive foreign currency translation effects. Total liabilities increased by JPY 1,923.0 billion, to JPY 20,071.0 billion from March 31, 2025 due mainly to increased financing liabilities as well as positive foreign currency translation effects, which was partially offset by decreased trade payables. Total equity increased by JPY 150.6 billion, to JPY 12,778.4 billion from March 31, 2025 due mainly to increased retained earnings attributable to profit for the period as well as positive foreign currency translation effects, which was partially offset by a decrease attributable to acquisition of the Company’s own shares.

—2—

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

[1] Condensed Consolidated Statements of Financial Position

March 31, 2025 and December 31, 2025

	Yen (millions)
	Mar. 31, 2025			Dec. 31, 2025
Assets
Current assets:
Cash and cash equivalents		4,528,795			4,846,521
Trade receivables		1,160,847			1,153,983
Receivables from financial services		2,755,800			2,928,514
Other financial assets		208,478			188,032
Inventories		2,470,590			2,425,337
Other current assets		563,252			834,495
Total current assets		11,687,762			12,376,882
Non-current assets:
Investments accounted for using the equity method		1,242,614			1,298,743
Receivables from financial services		6,172,817			6,698,497
Other financial assets		873,459			1,145,400
Equipment on operating leases		5,748,187			6,301,343
Property, plant and equipment		3,209,921			3,288,109
Intangible assets		1,126,019			1,034,050
Deferred tax assets		143,499			183,558
Other non-current assets		571,589			522,969
Total non-current assets		19,088,105			20,472,669
Total assets		30,775,867			32,849,551
Liabilities and Equity
Current liabilities:
Trade payables		1,663,487			1,576,540
Financing liabilities		4,497,747			4,943,485
Accrued expenses		728,935			682,498
Other financial liabilities		276,861			287,016
Income taxes payable		108,562			195,641
Provisions		388,441			461,054
Other current liabilities		951,124			947,816
Total current liabilities		8,615,157			9,094,050
Non-current liabilities:
Financing liabilities		6,953,520			8,292,269
Other financial liabilities		301,439			311,056
Retirement benefit liabilities		288,472			298,860
Provisions		667,274			614,917
Deferred tax liabilities		718,084			839,929
Other non-current liabilities		604,099			620,010
Total non-current liabilities		9,532,888			10,977,041
Total liabilities		18,148,045			20,071,091
Equity:
Common stock		86,067			86,067
Capital surplus		205,299			205,304
Treasury stock		(1,272,845	)		(1,943,023	)
Retained earnings		11,122,187			11,293,380
Other components of equity		2,185,821			2,823,936
Equity attributable to owners of the parent		12,326,529			12,465,664
Non-controlling interests		301,293			312,796
Total equity		12,627,822			12,778,460
Total liabilities and equity		30,775,867			32,849,551

—3—

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

Condensed Consolidated Statements of Income

For the nine months ended December 31, 2024 and 2025

	Yen (millions)
	Nine monthsendedDec. 31, 2024			Nine monthsendedDec. 31, 2025
Sales revenue		16,328,725			15,975,664
Operating costs and expenses:
Cost of sales		(12,802,734	)		(12,744,567	)
Selling, general and administrative		(1,639,854	)		(1,733,830	)
Research and development		(746,217	)		(905,762	)
Total operating costs and expenses		(15,188,805	)		(15,384,159	)
Operating profit		1,139,920			591,505
Share of profit (loss) of investments accounted for using the equity method		(27,265	)		24,041
Finance income and finance costs:
Interest income		150,800			129,242
Interest expense		(38,042	)		(43,161	)
Other, net		146			70,160
Total finance income and finance costs		112,904			156,241
Profit before income taxes		1,225,559			771,787
Income tax expense		(365,132	)		(252,580	)
Profit for the period		860,427			519,207
Profit for the period attributable to:
Owners of the parent		805,263			465,437
Non-controlling interests		55,164			53,770
	Yen
Earnings per share attributable to owners of the parent
Basic and diluted		169.69			115.53

—4—

Condensed Consolidated Statements of Comprehensive Income

For the nine months ended December 31, 2024 and 2025

	Yen (millions)
	Nine monthsendedDec. 31, 2024			Nine monthsendedDec. 31, 2025
Profit for the period		860,427			519,207
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		1			(16,640	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		(5,581	)		99,653
Share of other comprehensive income of investments accounted for using the equity method		(4,782	)		2,486
Items that may be reclassified subsequently to profit or loss
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		76			138
Exchange differences on translating foreign operations		203,219			529,090
Cash flow hedges		—			11,899
Share of other comprehensive income of investments accounted for using the equity method		25,270			20,963
Total other comprehensive income, net of tax		218,203			647,589
Comprehensive income for the period		1,078,630			1,166,796
Comprehensive income for the period attributable to:
Owners of the parent		1,010,220			1,092,974
Non-controlling interests		68,410			73,822

—5—

[3] Condensed Consolidated Statements of Changes in Equity

For the nine months ended December 31, 2024

	Yen (millions)
	Equity attributable to owners of the parent															Non-controllinginterests			Totalequity
	Commonstock		Capitalsurplus		Treasurystock			Retainedearnings			Othercomponentsof equity		Total
Balance as of April 1, 2024		86,067		205,073		(550,808	)		10,644,213			2,312,450		12,696,995			308,877			13,005,872
Comprehensive income for the period
Profit for the period									805,263					805,263			55,164			860,427
Other comprehensive income, net of tax												204,957		204,957			13,246			218,203
Total comprehensive income for the period									805,263			204,957		1,010,220			68,410			1,078,630
Reclassification to retained earnings									(42,999	)		42,999		—						—
Transactions with owners and other
Dividends paid									(347,805	)				(347,805	)		(77,890	)		(425,695	)
Purchases of treasury stock						(292,247	)							(292,247	)					(292,247	)
Disposal of treasury stock						324								324						324
Share-based payment transactions				251										251						251
Equity transactions and others																	3,982			3,982
Total transactions with owners and other				251		(291,923	)		(347,805	)				(639,477	)		(73,908	)		(713,385	)
Balance as of December 31, 2024		86,067		205,324		(842,731	)		11,058,672			2,560,406		13,067,738			303,379			13,371,117

For the nine months ended December 31, 2025

	Yen (millions)
	Equity attributable to owners of the parent															Non-controllinginterests			Totalequity
	Commonstock		Capitalsurplus		Treasurystock			Retainedearnings			Othercomponentsof equity		Total
Balance as of April 1, 2025		86,067		205,299		(1,272,845	)		11,122,187			2,185,821		12,326,529			301,293			12,627,822
Comprehensive income for the period
Profit for the period									465,437					465,437			53,770			519,207
Other comprehensive income, net of tax												627,537		627,537			20,052			647,589
Total comprehensive income for the period									465,437			627,537		1,092,974			73,822			1,166,796
Reclassification to retained earnings									(10,578	)		10,578		—						—
Transactions with owners and other
Dividends paid									(284,390	)				(284,390	)		(62,319	)		(346,709	)
Purchases of treasury stock						(670,932	)							(670,932	)					(670,932	)
Disposal of treasury stock						754								754						754
Share-based payment transactions				5										5						5
Total transactions with owners and other				5		(670,178	)		(284,390	)				(954,563	)		(62,319	)		(1,016,882	)
Other changes									724					724						724
Balance as of December 31, 2025		86,067		205,304		(1,943,023	)		11,293,380			2,823,936		12,465,664			312,796			12,778,460

—6—

[4] Condensed Consolidated Statements of Cash Flows

For the nine months ended December 31, 2024 and 2025

	Yen (millions)
	Nine monthsendedDec. 31, 2024			Nine monthsendedDec. 31, 2025
Cash flows from operating activities:
Profit before income taxes		1,225,559			771,787
Depreciation, amortization and impairment losses excluding equipment on operating leases		547,970			655,710
Loss (gain) on disposal of property, plant and equipment and intangible assets		16,808			96,385
Share of (profit) loss of investments accounted for using the equity method		27,265			(24,041	)
Finance income and finance costs, net		(150,508	)		(9,729	)
Interest income and interest costs from financial services, net		(129,857	)		(140,106	)
Changes in assets and liabilities
Trade receivables		231,008			45,798
Inventories		(31,135	)		147,295
Trade payables		(148,419	)		(147,896	)
Accrued expenses		(66,460	)		(99,013	)
Provisions and retirement benefit liabilities		18,388			(42,884	)
Receivables from financial services		(786,260	)		(179,113	)
Equipment on operating leases		(484,806	)		(338,508	)
Other assets and liabilities		(58,905	)		(84,929	)
Other, net		9,238			(574	)
Dividends received		114,687			85,437
Interest received		552,972			578,914
Interest paid		(312,413	)		(335,602	)
Income taxes paid, net of refunds		(421,808	)		(301,193	)
Net cash provided by operating activities		153,324			677,738
Cash flows from investing activities:
Payments for additions to property, plant and equipment		(327,265	)		(384,641	)
Payments for additions to and internally developed intangible assets		(231,025	)		(194,198	)
Proceeds from sales of property, plant and equipment and intangible assets		2,394			17,507
Payments for acquisitions of investments accounted for using the equity method		(89,974	)		(71,118	)
Proceeds from sales of investments accounted for using the equity method		12,113			22,393
Payments for acquisitions of other financial assets		(365,639	)		(155,276	)
Proceeds from sales and redemptions of other financial assets		362,622			229,652
Net cash used in investing activities		(636,774	)		(535,681	)
Cash flows from financing activities:
Proceeds from short-term financing liabilities		6,544,635			5,960,945
Repayments of short-term financing liabilities		(6,194,170	)		(6,392,167	)
Proceeds from long-term financing liabilities		2,560,487			3,484,257
Repayments of long-term financing liabilities		(1,769,582	)		(2,009,362	)
Dividends paid to owners of the parent		(347,805	)		(284,390	)
Dividends paid to non-controlling interests		(50,622	)		(56,448	)
Purchases and sales of treasury stock, net		(291,923	)		(670,178	)
Repayments of lease liabilities		(56,247	)		(60,090	)
Other, net		4,043			—
Net cash provided by (used in) financing activities		398,816			(27,433	)
Effect of exchange rate changes on cash and cash equivalents		91,094			248,575
Net change in cash and cash equivalents		6,460			363,199
Cash and cash equivalents at beginning of year		4,954,565			4,528,795
Cash and cash equivalents at end of period		4,961,025			4,891,994

—7—

[5] Assumptions for Going Concern

None

[6] Notes to Condensed Consolidated Interim Financial Statements

[A] Changes in Presentation

Condensed consolidated statements of cash flows

For the nine months ended December 31, 2024, loss (gain) on disposal of property, plant and equipment and intangible assets was included in “Other, net” within cash flows from operating activities. Considering the increase in quantitative materiality of this item, this has been presented as a separate line item from the nine months ended December 31, 2025. To reflect this change in presentation, the condensed consolidated statements of cash flows for the nine months ended December 31, 2024 has been reclassified accordingly. As a result of this reclassification, JPY 26,046 million previously presented as “Other, net” within cash flows from operating activities for the nine months ended December 31, 2024 has been presented separately into JPY 16,808 million of “Loss (gain) on disposal of property, plant and equipment and intangible assets” and JPY 9,238 million of “Other, net” within cash flows from operating activities.

—8—

[B] Segment Information

Based on Honda’s organizational structure and characteristics of products and services, Honda discloses segment information in four categories: Reportable segments of Motorcycle business, Automobile business and Financial services business, and other segments that are not reportable. The other segments are combined and disclosed in Power products and other businesses. Segment information is based on the components of Honda for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies used for segment information are consistent with the accounting policies used in the Company’s condensed consolidated interim financial statements.

Principal products and services, and functions of each segment are as follows:

Segment Principal products and services Functions Motorcycle Business Motorcycles, all-terrain vehicles (ATVs), side-by-sides (SxS) and relevant parts Research and development Manufacturing Sales and related services Automobile Business Automobiles and relevant parts Research and development Manufacturing Sales and related services Financial Services Business Financial services Retail loan and lease related to Honda products Others Power Products and Other Businesses Power products and relevant parts, and others Research and development Manufacturing Sales and related services Others

Segment information based on products and services

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

	Yen (millions)
	MotorcycleBusiness		AutomobileBusiness		FinancialServicesBusiness		Power Productsand OtherBusinesses			SegmentTotal		ReconcilingItems			Consolidated
Sales revenue:
External customers		2,706,994		10,684,534		2,659,673		277,524			16,328,725		—			16,328,725
Intersegment		—		214,088		3,509		23,789			241,386		(241,386	)		—
Total		2,706,994		10,898,622		2,663,182		301,313			16,570,111		(241,386	)		16,328,725
Segment profit (loss)		501,683		402,617		244,996		(9,376	)		1,139,920		—			1,139,920
Segment assets		2,160,559		12,138,809		15,683,077		586,235			30,568,680		805,470			31,374,150
Depreciation and amortization		54,190		475,975		651,615		12,218			1,193,998		—			1,193,998
Capital expenditures		52,503		502,082		2,358,941		8,796			2,922,322		—			2,922,322

As of and for the nine months ended December 31, 2025

	Yen (millions)
	MotorcycleBusiness		AutomobileBusiness			FinancialServicesBusiness		Power Productsand OtherBusinesses			SegmentTotal		ReconcilingItems			Consolidated
Sales revenue:
External customers		2,933,678		10,219,750			2,555,325		266,911			15,975,664		—			15,975,664
Intersegment		—		215,096			2,572		23,771			241,439		(241,439	)		—
Total		2,933,678		10,434,846			2,557,897		290,682			16,217,103		(241,439	)		15,975,664
Segment profit (loss)		546,576		(166,481	)		218,006		(6,596	)		591,505		—			591,505
Segment assets		2,525,745		12,308,888			16,960,722		572,743			32,368,098		481,453			32,849,551
Depreciation and amortization		53,224		461,997			693,941		11,706			1,220,868		—			1,220,868
Capital expenditures		73,016		480,983			2,034,533		14,038			2,602,570		—			2,602,570

Explanatory notes:

1. Intersegment sales revenues are generally made at values that approximate arm’s-length prices.

2. Reconciling items include elimination of intersegment transactions and balances as well as unallocated corporate assets. Unallocated corporate assets, included in reconciling items as of December 31, 2024 and 2025 amounted to JPY 1,095,540 million and JPY 784,212 million, respectively, which consist primarily of the Company’s cash and cash equivalents and financial assets measured at fair value through other comprehensive income.

—9—

Impact of changes in EV market environment

Due to the slowdown in the expansion of the electric vehicle (EV) market in regions such as North America and Europe, Honda has been experiencing impacts including lower EV sales units and higher sales incentives per unit than initially expected. Furthermore, following the United States government policy shifts, including the abolition of tax incentives for EV purchases and the easing of emissions regulations, as well as the imposition of import tariffs, the growth of the EV market in the United States is expected to slow down even further. On the other hand, in Asia, while the EV market continues to grow, competition is intensifying due to the rise of local OEMs. Due to the recent changes in EV market environment, the Honda global EV sales ratio in 2030 is now expected to be 20%, lower than the previously announced target of 30%.

As part of the revision to the product launch plan to address the changes in the market condition, Honda decided to cancel development of certain EV models, and discontinue and reduce manufacturing of EV models jointly developed under a certain alliance agreement.

As a result, for the nine months ended December 31, 2025, the Company and its certain subsidiaries recognized losses and expenses of JPY 142,416 million in cost of sales, JPY 8,935 million in selling, general and administrative expenses, and JPY 128,013 million in research and development expenses in the condensed consolidated statements of income. These losses and expenses are included in Automobile business. The breakdown of these losses and expenses is as follows.

- Additional provisions of JPY 103,077 million related to the onerous contract under the alliance agreement, primarily due to a shift in the United States government policy, including the imposition of tariffs, the abolition of tax incentives for EV purchases, and the easing of emissions regulations, as well as a reduction in production volume, which resulted in decreased economic benefits and increased costs.

- Impairment losses of JPY 80,741 million recognized for the entire carrying amount of property, plant and equipment, intangible assets and other non-current assets related to the discontinued EV model such as product specific equipment and capitalized development costs.

- Losses of JPY 95,546 million from the disposal of the intangible assets due to the cancellation of development for specific EV models.

For the contingent liability related to the alliance agreement described above, see [E] Other.

[C] Cash and Cash Equivalents

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

	Yen (millions)
	As of December 31,2025
Cash and cash equivalents in the condensed consolidated statements of financial position		4,846,521
Cash and cash equivalents included in assets held for sale		45,473
Cash and cash equivalents in the condensed consolidated statements of cash flows		4,891,994

Assets held for sale as of December 31, 2025 are presented in other current assets in the condensed consolidated statements of financial position.

—10—

[D] Subsequent Event

Cancellation of the Company’s own shares

The Board of Directors of the Company, at its meeting held on February 10, 2026, resolved that the Company will cancel its own shares pursuant to Article 178 of the Company Law.

1. Reason for cancellation of own shares

The Company will cancel its own shares for the purpose of improving efficiency of its capital structure.

2. Details of the cancellation

(1) Class of shares to be cancelled:

Shares of common stock

(2) Total number of shares to be cancelled:

747,000,000 shares (14.1% of total number of issued shares)

(3) Scheduled date of the cancellation:

February 27, 2026

(4) Total number of shares issued after the cancellation:

4,533,000,000 shares

[E] Other

Loss related to airbag inflators

Honda has been conducting market-based measures in relation to airbag inflators. Honda recognizes a provision for specific warranty costs when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. There is a possibility that Honda will need to recognize additional provisions when new evidence related to the product recalls arise, however, it is not possible for Honda to reasonably estimate the amount and timing of potential future losses as of the date of this report.

Contingent liabilities related to certain alliance agreements

As part of Honda’s automobile electrification strategies, Honda has entered into alliance agreements with third parties involving joint development, parts procurement, and products purchases. These alliances may result in additional losses or expenses where unforeseen factors arise, such as lower than expected sales volumes or rising costs. In estimating the likelihood and the amount of potential losses or expenses, it is necessary to consider the progress of negotiation, as certain provisions in the relevant agreements were unclear. However, due to high levels of uncertainty regarding the amount and timing of certain contingent liabilities, Honda is currently unable to estimate the potential exposure with sufficient reliability.

—11—

[Translation]

February 10, 2026

To Whom It May Concern:

		Company Name:		Honda Motor Co., Ltd
		Representative:		Toshihiro Mibe
				Director, President and Representative Executive Officer
				(Securities Code: 7267 Prime Market, TSE)
		Contact Person:		Masao Kawaguchi
				Head of Accounting and Finance Unit
				(TEL: +81-3-3423-1111)

Notice Concerning Cancellation of the Company’s Own Shares

(Cancellation of the Company’s Own Shares pursuant to Article 178 of the Company Law)

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 10, 2026, resolved that the Company will cancel its own shares pursuant to Article 178 of the Company Law.

Particulars

1. Reason for cancellation of own shares

The Company will cancel its own shares for the purpose of improving efficiency of its capital structure.

2. Details of the cancellation

(1) Class of shares to be cancelled:

Shares of common stock

(2) Total number of shares to be cancelled:

747,000,000 shares (14.1% of total number of issued shares)

(3) Scheduled date of the cancellation:

February 27, 2026

(1) Total number of shares issued after the cancellation:

4,533,000,000 shares

Reference:	The Company’s treasury stock held as of December 31, 2025
	Total number of issued shares (excluding treasury stock):	3,892,551,549 shares
	Total number of treasury stock:	1,387,448,451 shares

[Translation]

February 10, 2026

To Whom It May Concern:

		Company Name:		Honda Motor Co., Ltd
		Representative:		Toshihiro Mibe
				Director, President and Representative Executive Officer
				(Securities Code: 7267 Prime Market, TSE)
		Contact Person:		Masao Kawaguchi
				Head of Accounting and Finance Unit
				(TEL: +81-3-3423-1111)

Notice Concerning Changes in Executive Officers and Directors

Honda Motor Co., Ltd. (the “Company”) hereby announces that its Nominating Committee today made an internal decision on the following personnel changes in its Directors to become effective as of the date of the Ordinary General Meeting of Shareholders of the Company scheduled to be held in June 2026, and that its Board of Directors today decided on personnel changes in Executive Officers and to become effective as of April 1, 2026.

The personnel changes in Directors to become effective as of the date of the Ordinary General Meeting of Shareholders scheduled to be held in June 2026 shall be formally determined at that Ordinary General Meeting of Shareholders.

Particulars

1. Planned Personnel Changes in Directors

Name Current Title New Title Katsushi Inoue Director, Senior Managing Executive Officer Director

Candidate for Director to be newly appointed

Name Current Title New Title Kazuhiro Takizawa Managing Executive Officer Director, Managing Executive Officer Masao Kawaguchi Operating Executive Director, Executive Officer

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

-1-

Directors to retire and/or change executive title

Name Current Title New Title Katsushi Inoue Director, Senior Managing Executive Officer (retire) Eiji Fujimura Director, Managing Executive Officer Senior Managing Executive Officer

Eiji Fujimura is scheduled to be promoted from Managing Executive Officer to Senior Managing Executive Officer as of April 1, 2026.

2. Planned Personnel Changes in Executive Officers

Executive Officers to be promoted

Name Current Title New Title Eiji Fujimura Managing Executive Officer Senior Managing Executive Officer Minoru Kato Executive Officer Managing Executive Officer

Executive Officers to be newly appointed

Name Current Title New Title Ikuo Takeishi Managing Officer Honda R&D Co., Ltd. Senior Managing Director, Honda Racing Corporation Executive Officer Masao Kawaguchi Operating Executive Executive Officer Takashi Imai Operating Executive Executive Officer

Executive Officers to retire

Name Current Title Keiji Otsu Managing Executive Officer Yutaka Tamagawa Executive Officer Katsuto Hayashi Executive Officer

-2-

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

Name	As of April 1, 2026	As of the date of the Ordinary GeneralMeeting of Shareholders
Toshihiro Mibe	Director, President and Representative Executive Officer	Director, President and Representative Executive Officer
Noriya Kaihara	Director, Executive Vice President and Representative Executive Officer	Director, Executive Vice President and Representative Executive Officer
Eiji Fujimura	Director, Senior Managing Executive Officer*1	Senior Managing Executive Officer
Kazuhiro Takizawa	Managing Executive Officer	Director, Managing Executive Officer*2
Masao Kawaguchi	Executive Officer*2	Director, Executive Officer*2
Katsushi Inoue	Director	-
Asako Suzuki	Director	Director
Jiro Morisawa	Director	Director
Kunihiko Sakai	Director*3	Director*3
Fumiya Kokubu	Director*3	Director*3
Yoichiro Ogawa	Director*3	Director*3
Kazuhiro Higashi	Director*3	Director*3
Ryoko Nagata	Director*3	Director*3
Mika Agatsuma	Director*3	Director*3
Masayuki Igarashi	Managing Executive Officer	Managing Executive Officer
Kensuke Oe	Managing Executive Officer	Managing Executive Officer
Manabu Ozawa	Managing Executive Officer	Managing Executive Officer
Hironao Ito	Managing Executive Officer	Managing Executive Officer
Ayumu Matsuo	Managing Executive Officer	Managing Executive Officer
Minoru Kato	Managing Executive Officer*1	Managing Executive Officer
Takashi Onuma	Executive Officer	Executive Officer
Daiki Mihara	Executive Officer	Executive Officer
Toshihiro Akiwa	Executive Officer	Executive Officer
Ikuo Takeishi	Executive Officer*2	Executive Officer
Takashi Imai	Executive Officer*2	Executive Officer

*1 To be promoted

*2 To be newly appointed

*3 Outside Directors

-3-

[Translation]

February 10, 2026

To Whom It May Concern:

		Company Name:		Honda Motor Co., Ltd
		Representative:		Toshihiro Mibe
				Director, President and Representative Executive Officer
				(Securities Code: 7267 Prime Market, TSE)
		Contact Person:		Masao Kawaguchi
				Head of Accounting and Finance Unit
				(TEL: +81-3-3423-1111)

Notice Regarding Reorganization of the Company and its Consolidated Subsidiary

Honda Motor Co., Ltd. (the “Company”) announces that the Company has resolved to have Honda R&D Co., Ltd., the Company’s consolidated subsidiary, succeed to the automobile product development and SDV* development functions of the Company by company split (the “Reorganization”).

The Reorganization falls under a category of a simplified absorption-type company split which is conducted between the Company and its wholly-owned subsidiary. Therefore, some of the relevant matters and details have been omitted from this disclosure.

*SDV: Software Defined Vehicle

1. Purpose of the Reorganization

Regarding the Company’s automobile R&D functions, the Company has decided to transfer its automobile product development and SDV development functions to Honda R&D Co., Ltd. This transition is intended to shift from a separate operational structure —under which the Company develops production models and Honda R&D Co., Ltd. conducts research on future technologies—to an integrated structure in which the entire process, from the selection of technology themes through product market launches, is viewed as one integrated flow to drive end-to-end.

Through the Reorganization, the Company will strengthen its R&D foundation to respond flexibly and swiftly to rapid changes in the market environment and to continuously create compelling products.

2. Summary of the Reorganization

(1) Schedule of the Reorganization

Date of resolution by the board of directors		February 10, 2026
Date of execution of the Absorption-type Company Split Agreement		February 10, 2026
Scheduled date of the absorption-type company split (effective date)		April 1, 2026 (scheduled)
Date of registration of the absorption-type company split		April 1, 2026 (scheduled)

* The Reorganization falls under a category of a simplified absorption-type company split as prescribed in Article 784, paragraph 2 of the Companies Act, and therefore, the Company will conduct the Reorganization without obtaining a resolution at the shareholders’ meeting.

(2) Method of the Reorganization

The Reorganization is a simplified absorption-type company split in which Honda R&D Co., Ltd. will be a succeeding company and the Company will be a split company.

(3) Allotment of Consideration in relation to the Reorganization

Not applicable.

(4) Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Reorganization

Not applicable.

(5) Increase or Decrease of Stated Capital upon the Reorganization

There will be no increase/decrease in the stated capital of the Company as a result of the Reorganization.

(6) Rights and Obligations to be Succeeded by the Succeeding Company

Honda R&D Co., Ltd. will succeed to such assets, liabilities, and the contractual status relating to the Reorganization as set forth in the Absorption-Type Company Split Agreement.

(7) Prospects for Performance of Liabilities

The Company determines that there will be no concern in the Reorganization about prospects for performance of liabilities to be borne by Honda R&D Co., Ltd.

3. Outline of the Parties to the Reorganization

		Split Company(the Company)	Succeeding Company
(a)	Company name	Honda Motor Co., Ltd.	Honda R&D Co., Ltd.
(b)	Registered office	TORANOMON ALCEA TOWER, 2-2-3, Toranomon, Minato-ku, Tokyo	1-4-1, Chuo, Wako-shi, Saitama
(c)	Title and name of the representative	Toshihiro Mibe Director, President and Representative Executive Officer	Keiji Otsu, President & Representative Director
(d)	Description of business	Manufacturing, sales, and other business for the Motorcycle business operations, Automobile business operations, Power Products business operations, and other business operations.	Research, development, and other business for the Motorcycle business operations, Automobile business operations, Power Products business operations, and other business operations.
(e)	Stated capital	86,067 million yen	7,400 million yen
(f)	Date of establishment	September 24, 1948	July 1, 1960
(g)	Number of issued and outstanding shares	5,280,000,000 shares	14,800,000 shares
(h)	Account closing date	March 31	March 31

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

4. Outline of the Business to be Split or Succeeded

(1) Summary of Business to be Split or Succeeded

Automobile product development and SDV development

(2) Items and Value of Assets and Liabilities to be Split or Succeeded (fiscal year ended March 2025)

Assets		Liabilities
Item	Book value	Item	Book value
Current assets	19,361 million yen	Current liabilities	31,299 million yen
Fixed assets	70,474 million yen	Fixed liabilities	3,429 million yen
Total	89,835 million yen	Total	34,728 million yen

5. Status after the Reorganization

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

6. Future Prospects

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

End.

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