Honda Motor Co., Ltd. (HMC) takes control of Astemo with 61% equity stake

Rhea-AI Filing Summary

Honda Motor Co., Ltd. plans to acquire an additional 21% equity interest in Astemo, Ltd. from Hitachi, Ltd. for a total acquisition price of 152.3 billion yen, raising its voting rights from 40.0% to 61.0% and turning Astemo from an equity-method affiliate into a consolidated subsidiary.

Astemo, a major automotive and industrial components supplier, reported sales revenue of 2,186,537 million yen and operating profit of 67,400 million yen in the fiscal year ended March 2025, but a loss attributable to owners of the parent of 10,241 million yen. Honda sees Astemo’s hardware and software strengths as vital to its software-defined vehicle and AI development strategy. The share transfer is scheduled during the first quarter of the fiscal year ending March 31, 2027, and Honda is reviewing the impact on its consolidated results.

Insights

Equity analyst – autos and components

Honda gains control of Astemo to anchor its software-defined vehicle push.

Honda Motor Co., Ltd. will acquire an additional 21% stake in Astemo, Ltd. from Hitachi, Ltd., paying a total acquisition price of 152.3 billion yen. Its voting rights will increase from 40.0% (425,916 shares) to 61.0% (649,521 shares), changing Astemo’s status from equity-method affiliate to consolidated subsidiary. This gives Honda formal control over a large tier-one supplier closely tied to its vehicle programs.

Astemo’s recent scale is substantial, with sales revenue of 2,186,537 million yen and operating profit of 67,400 million yen in the fiscal year ended March 2025. At the same time, it recorded a loss attributable to owners of the parent of 10,241 million yen, so consolidating it will bring both its revenues and its net losses into Honda’s financial statements. Management highlights Astemo’s role in hardware and software for advanced technologies, including AI and software-defined vehicles, as a key strategic rationale.

The agreement was signed on December 16, 2025, with the share transfer scheduled during the first quarter of the fiscal year ending March 31, 2027. The company states that the impact on consolidated operating results and financial position is under review and that it will notify if there are matters that need to be announced, so the eventual financial effect will depend on Astemo’s performance and how Honda manages the integration.

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 DECEMBER 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 Equity-Method Affiliates (Transfer to Consolidated Subsidiary)

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: December 16, 2025

[Translation]

December 16, 2025

To: Shareholders of Honda Motor Co., Ltd.

From: Honda Motor Co., Ltd.

Toshihiro Mibe

Director, President and Representative Executive Officer

(Securities Code: 7267 Prime Market, TSE)

Contact: Masao Kawaguchi

Head of Accounting and Finance Unit

(TEL: +81-3-3423-1111)

Notice Concerning Equity-Method Affiliates (Transfer to Consolidated Subsidiary)

Honda Motor Co., Ltd. (the “Company”) has resolved to acquire an additional 21% equity interest in Astemo, Ltd. (“Astemo”), an equity-method affiliate, from Hitachi, Ltd. (“Hitachi”) and to make Astemo a consolidated subsidiary, as outlined below.

1. Background and Purpose of the Transaction

In January 2021, Astemo (formerly Hitachi Astemo) was formed through the management integration of four companies, namely Hitachi Automotive Systems, Ltd., and three Honda subsidiaries, Keihin Corporation, Showa Corporation and Nissin Kogyo Co., Ltd.

In October 2023, by welcoming JIC Capital, Ltd. (“JICC”, including JICC-01 Limited Partnership managed by JICC-01 G.K., which is a wholly owned subsidiary of JICC) as a new joint partner, the shareholding structure was changed to the current arrangements: 40% for Honda, 40% for Hitachi, and 20% for JICC. By leveraging its strong software development capabilities and accelerating investment in advanced technology areas, Astemo has been striving to achieve sustainable growth and solidify its position as a global mega supplier.

In the interim, the environment surrounding the automotive industry is constantly changing. In particular, it is expected that the industry will continue to see an accelerated shift toward software-defined vehicles (SDVs) — where the value of mobility products is defined more by software technologies that enhance the functionality of vehicles through autonomous driving and over-the-air updates, rather than primarily hardware technologies. In light of this trend, Honda will continue to enhance its SDV development capabilities and cost competitiveness with an even greater sense of urgency.

Astemo has strengths in both hardware and software technologies and will continue to be an important partner for Honda, and the growth of Astemo is indispensable for Honda to enhance its SDV development capabilities and cost competitiveness. In the face of the rapid and intense changes in the automotive business environment, as a parent company, it is essential for Honda to lead the transformation of Astemo so that Astemo can pursue the establishment of a business structure that enables high-speed, high-efficiency development of AI and software technologies, which will become increasingly necessary in the era of SDVs.

Based on this belief, Honda, Hitachi and JICC have agreed that Honda will acquire additional shares of Astemo, equivalent to 21% of all outstanding shares, from Hitachi, thereby changing the shareholding structure to 61% for Honda, 19% for Hitachi, and 20% for JICC.

As a parent company, Honda will lead the growth of Astemo as a global supplier, while maintaining the consideration of an IPO.

2. Overview of the transferred subsidiary

(1)		Name		Astemo, Ltd.
(2)		Location		Shin-Otemachi Building, 2-1, Otemachi 2-chome, Chiyoda-ku, Tokyo
(3)		Job title and name of representative		Kohei Takeuchi, Representative Director, President & CEO
(4)		Description of business		Development, manufacture, sales and services of automotive components, transportation related components, industrial machines and systems, etc
(5)		Stated Capital		129.1 billion JPY (as of March 31, 2025)
(6)		Date of establishment		July 1, 2009
(7)		Major Shareholder and its ratio		Hitachi, Ltd.: 40.0% Honda Motor Co., Ltd.: 40.0% JICC-01 Limited Partnership: 20.0%
(8)		Relationship between the Company and Astemo		Capital relations		The Company Holds 425,916 shares of Astemo’s common stock (ratio of voting rights held: 40.0%).
				Human relationships		Some of the Company’s employees are seconded to Astemo.
				Business relationships		Astemo has transactional relationships for products and services with the Company and its group companies.

(9) Consolidated financial results and financial position for the last three fiscal years (IFRS)

						(Millions of yen)
Fiscal year ended		March 2023				March 2024				March 2025
Equity attributable to owners of the parent			607,652				567,888				537,589
Total liabilities and equity			1,687,076				1,875,705				1,854,671
Sales revenue			1,920,067				2,190,332				2,186,537
Operating profit			7,320				67,293				67,400
Profit for the year attributable to owners of the parent			-37,826				-9,586				-10,241

3. Overview of the counterparty to the share acquisition

(1)		Name		Hitachi, Ltd.
(2)		Location		6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(3)		Job title and name of representative		Toshiaki Tokunaga, President & CEO
(4)		Business description		Development, production, sales, and provision of services for products related to digital systems & services, energy, mobility, and connective industries
(5)		Stated Capital		464,384 million yen (as of March 31, 2025)
(6)		Date of establishment		February 1, 1920
(7)		Net assets		6,031,417 million yen (as of March 31, 2025)
(8)		Total assets		13,284,813 million yen (as of March 31, 2025)
(9)		Major shareholders and ownership ratios (as of March 31, 2025)		The Master Trust Bank of Japan, Ltd. (Trust Account)			17.23%
				Custody Bank of Japan, Ltd. (Trust Account)			5.91%
				State Street Bank and Trust Company 505001 (Standing proxy: Mizuho Bank, Ltd.)			3.13%
				State Street Bank West Client – Treaty 505234 (Standing proxy: Mizuho Bank, Ltd.)			2.16%
				Moxley & Co LLC (Standing proxy: Mizuho Bank, Ltd.)			2.08%
				JP Morgan Chase Bank 385632 (Standing proxy: Mizuho Bank, Ltd.)			1.95%
				State Street Bank and Trust Company 505223(Standing proxy: Mizuho Bank, Ltd.)			1.87%
				Nippon Life Insurance Company			1.85%
				Hitachi Employees’ Shareholding Association			1.73%
				GOVERNMENT OF NORWAY (Standing proxy: Citibank, N.A.)			1.70%

(10)		Relationship between the Company and Hitachi		Capital relations		Not applicable
				Human relationships		An employee from Hitachi is seconded to the Company.
				Business relationships		Hitachi has transactional relationships for products and services with the Company and its group companies.

4. Number of shares acquired, acquisition price, and status of shares held before and after acquisition

(1)		Number of shares held before the change		425,916 shares (Number of voting rights: 425,916 units) (Ratio of voting rights held: 40.0%)
(2)		Number of shares acquired		223,605 shares (Number of voting rights: 223,605 units)
(3)		Acquisition price		Total acquisition price 152.3 billion yen (Note)
(4)		Number of shares held after the change		649,521 shares (Number of voting rights: 649,521 units) (Ratio of voting rights held: 61.0%)

(Note) The Company engaged Nomura Securities Co., Ltd., an independent financial advisor separate from the Company, Hitachi, and Astemo, to analyze the value of Astemo’s shares. Based on the analysis provided by Nomura Securities Co., Ltd., the Company determined the acquisition price through discussions and negotiations between the parties.

5. Schedule

(1)		Date of signing of the Agreement		December 16, 2025
(2)		Execution date of share transfer		During the first quarter of the fiscal year ending March 31, 2027 (Note)

(Note) The share transfer execution date may be subject to change due to procedures involving competition law authorities and other relevant factors.

6. Future Outlook

The impact of this transaction on the Company’s consolidated operating results and financial position is currently under review. The Company will promptly notify of any matters that need to be announced in the future.

FAQ

What transaction did Honda Motor (HMC) announce regarding Astemo, Ltd.?

Honda Motor Co., Ltd. resolved to acquire an additional 21% equity interest in Astemo, Ltd. from Hitachi, Ltd.. This will increase Honda’s voting rights in Astemo from 40.0% to 61.0%, changing Astemo from an equity-method affiliate to a consolidated subsidiary.

What is the acquisition price and timing of Honda Motor’s additional Astemo stake?

Honda plans to pay a total acquisition price of 152.3 billion yen to acquire 223,605 shares of Astemo from Hitachi. The agreement was signed on December 16, 2025, and the share transfer is scheduled during the first quarter of the fiscal year ending March 31, 2027.

Why is Astemo important to Honda Motor’s software-defined vehicle (SDV) strategy?

Honda describes Astemo as having strengths in both hardware and software technologies and calls its growth indispensable for enhancing Honda’s SDV development capabilities and cost competitiveness. Honda believes that, as a parent company, it must lead Astemo’s transformation so the supplier can build a structure for high-speed, high-efficiency development of AI and software technologies needed in the SDV era.

What are Astemo’s recent financial results as disclosed in the Honda Motor 6-K?

For the fiscal year ended March 2025, Astemo reported sales revenue of 2,186,537 million yen and operating profit of 67,400 million yen. Over the same period, profit for the year attributable to owners of the parent was a loss of 10,241 million yen. Total liabilities and equity were 1,854,671 million yen, and equity attributable to owners of the parent was 537,589 million yen.

What will Astemo’s shareholding structure be after Honda Motor’s acquisition?

After Honda acquires the additional shares equivalent to 21% of all outstanding shares, Astemo’s shareholding structure is expected to be 61% for Honda Motor Co., Ltd., 19% for Hitachi, Ltd., and 20% for JIC Capital, Ltd. (JICC).

How does Honda Motor describe the expected impact of this transaction on its results?

Honda states that the impact of this transaction on its consolidated operating results and financial position is currently under review. It also notes that it will promptly notify of any matters that need to be announced in the future, indicating that further information may be provided as the transaction progresses.

What business does Astemo, Ltd. conduct according to Honda Motor’s disclosure?

Astemo is engaged in the development, manufacture, sales and services of automotive components, transportation related components, industrial machines and systems, etc. Honda characterizes Astemo as a global supplier whose capabilities are important to its future mobility strategy.