Honda Motor (NYSE: HMC) finishes ¥1.10T buyback, 746M shares repurchased

Rhea-AI Filing Summary

Honda Motor Co., Ltd. reports the result and completion of its share repurchase program authorized by its board on December 23, 2024. In the most recent acquisition period, the company bought back 22,943,700 common shares for a total of 38,565,665,858 yen between September 1 and September 10, 2025.

Under the broader authorization, Honda was permitted to repurchase up to 1,100,000,000 common shares, equal to 23.7% of its issued shares (excluding treasury stock), for up to 1,100 billion yen from January 6 to December 23, 2025 via market purchases on the Tokyo Stock Exchange. As of September 10, 2025, Honda had acquired a total of 746,480,900 shares for 1,099,999,882,688 yen, effectively reaching the yen limit of the program.

Positive

• Completion of a very large authorized buyback: Honda effectively used the full ¥1,100 billion repurchase authorization, acquiring 746,480,900 shares under a program sized at up to 23.7% of issued shares (excluding treasury stock).

Negative

• None.

Insights

Equity capital allocation analyst

Honda has effectively completed a very large, ¥1.10T share repurchase program.

Honda Motor Co., Ltd. discloses that it has completed all share acquisitions authorized by its board’s December 23, 2024 resolution. The authorization allowed repurchases of up to 1,100 billion yen and up to 1,100,000,000 common shares, representing 23.7% of issued shares excluding treasury stock, through market purchases on the Tokyo Stock Exchange.

As of September 10, 2025, Honda had acquired a cumulative 746,480,900 shares for 1,099,999,882,688 yen, essentially using the full monetary capacity of the program. The final reported tranche added 22,943,700 shares for 38,565,665,858 yen between September 1 and September 10, 2025, confirming execution late in the authorized window.

This is a very sizeable capital return in absolute yen terms and relative to the company’s share base as framed by the 23.7% limit. Future disclosures in company filings may clarify how these repurchases interact with metrics such as earnings per share, capital structure, and remaining balance sheet flexibility.

No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF SEPTEMBER 2025

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

2-3, Toranomon 2-chome, Minato-ku, Tokyo 105-8404, Japan

(Address of principal executive offices)

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

Form 20-F  *  Form 40-F    

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

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

Contents

Exhibit 1:

Notice Concerning Result and Completion of Acquisition of the Company’s Own Shares (Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company in accordance with Article 459, Paragraph 1 of the Company Law)

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

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(HONDA MOTOR CO., LTD.)

/s/ Koji Ito

Koji Ito

General Manager

Finance Division

Honda Motor Co., Ltd.

Date: September 11, 2025

[Translation]

September 11, 2025

To: Shareholders of Honda Motor Co., Ltd.

From: Honda Motor Co., Ltd.

2-3, Toranomon 2-chome,

Minato-ku, Tokyo, 105-8404

Toshihiro Mibe

Director, President and Representative Executive Officer

Notice Concerning Result and Completion of Acquisition of the Company’s Own Shares

(Acquisition of the Company’s own shares pursuant to the Articles of Incorporation of the Company

in accordance with Article 459, Paragraph 1 of the Company Law)

Honda Motor Co., Ltd. (the “Company”) acquired its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 36 of the Company’s Articles of Incorporation, which was announced on December 23, 2024, as follows.

As a result of the acquisition, all the acquisitions of the Company’s own shares that were authorized under the resolution at the meeting of the Board of Directors of the Company held on December 23, 2024 have been completed.

Particulars

1. Class of shares acquired:

Shares of common stock

2. Total number of shares acquired:

22,943,700 shares

3. Total amount of shares acquired:

38,565,665,858 yen

4. Period of acquisition:

Started on September 1, 2025 and ended on September 10, 2025 (based on a contract date)

Reference: Details of the resolution at the meeting of the Board of Directors held on December 23, 2024

(1) Class of shares to be acquired:

Shares of common stock

(2) Total number of shares to be acquired:

Up to 1,100,000,000 shares (23.7 % of total number of issued shares (excluding treasury stock))

(3) Total amount of shares to be acquired:

Up to 1,100 billion yen

(4) Period of acquisition:

Starting on January 6, 2025 and ending on December 23, 2025

(5) Method of acquisition:

Market purchases on the Tokyo Stock Exchange

Progress as of September 10, 2025

Total number of shares acquired:  746,480,900 shares

Total amount of shares acquired:  1,099,999,882,688 yen

FAQ

What share repurchase program does Honda Motor (HMC) describe in this 6-K?

Honda describes a board-authorized share repurchase program, approved on December 23, 2024, allowing the company to buy back up to 1,100,000,000 common shares (23.7% of issued shares excluding treasury stock) for up to 1,100 billion yen via market purchases on the Tokyo Stock Exchange from January 6 to December 23, 2025.

How many Honda Motor (HMC) shares were repurchased in the latest reported period?

In the most recent acquisition period, Honda repurchased 22,943,700 common shares for a total consideration of 38,565,665,858 yen between September 1 and September 10, 2025 based on contract dates.

What are the cumulative results of Honda Motor’s 2025 share buyback as of September 10, 2025?

As of September 10, 2025, Honda had cumulatively acquired 746,480,900 shares for a total amount of 1,099,999,882,688 yen under the board-authorized repurchase program.

Has Honda Motor completed the share acquisitions authorized by its board resolution?

Yes. Honda states that, as a result of the reported acquisitions, all acquisitions of the company’s own shares authorized under the December 23, 2024 board resolution have been completed.

Over what period was Honda Motor’s 2025 share repurchase authorization effective?

The board’s resolution permitted share repurchases starting on January 6, 2025 and ending on December 23, 2025, with purchases to be executed as market transactions on the Tokyo Stock Exchange.

What percentage of Honda Motor’s share base could be repurchased under this program?

The authorization covered up to 1,100,000,000 common shares, which Honda identifies as 23.7% of the total number of issued shares excluding treasury stock.