[FWP] Honda Motor Co., Ltd. American Depositary Share, each representing three (3) shares of Free Writing Prospectus

Rhea-AI Filing Summary

On 25 June 2025, Honda Motor Co., Ltd. (HMC) filed a Free Writing Prospectus outlining the pricing of three U.S.-dollar denominated, senior unsecured note tranches that will settle on 2 July 2025 (T+5). The total offering size is $3.0 billion and all tranches carry expected investment-grade ratings of A3 (Moody’s) / A- (S&P). Proceeds will be used for capital expenditures and general corporate purposes.

• $700 million 4.436% notes due 8 July 2028 – 70 bp over the 3.875% UST due June 2028; offered at par; underwriting discount 0.25%.
• $1.3 billion 4.688% notes due 8 July 2030 – 85 bp over the 4.000% UST due May 2030; offered at par; underwriting discount 0.35%.
• $1.0 billion 5.337% notes due 8 July 2035 – 105 bp over the 4.250% UST due May 2035; offered at par; underwriting discount 0.45%.

Coupons are payable semi-annually each 8 January and 8 July, beginning 8 January 2026 (long first coupon). Each tranche includes make-whole call provisions prior to its respective Par Call Date and optional tax redemption. The notes are not listed on any exchange and are offered in minimum denominations of $2,000 (multiples of $1,000 thereafter). Joint lead managers and bookrunners are J.P. Morgan, SMBC Nikko, and Citigroup, with Morgan Stanley, Mizuho, and Nomura acting as co-managers.

Positive

• The offering carries investment-grade expected ratings (A3/A-), indicating solid credit quality and likely broad investor acceptance.

Negative

• None.

Insights

Financial Analyst

TL;DR Honda raises $3 bn in investment-grade U.S. bonds at modest spreads to fund capex; neutral credit impact.

The three-tranche deal enhances Honda’s U.S.‐dollar liquidity at competitive spreads of 70-105 bp over Treasuries, reflecting its solid A3/A- profile. The par pricing and small underwriting discounts signal healthy demand. Proceeds earmarked for capital expenditures align with ongoing electrification and mobility initiatives, though the filing does not specify projects. Optional redemption and make-whole provisions are standard for investment-grade issuers, offering financing flexibility. With no exchange listing and conventional covenants implied, the issuance appears routine and should neither materially strengthen nor weaken Honda’s balance sheet in isolation, given the company’s large scale and existing capital structure.

Issuer Free Writing Prospectus

Filed by Honda Motor Co., Ltd.

Pursuant to Rule 433

Registration Statement 333-288166

June 25, 2025

Honda Motor Co., Ltd.

Pricing Term Sheet

$700,000,000 4.436% Senior Notes due 2028

Issuer:		Honda Motor Co., Ltd.
Type of Securities:		Senior unsecured fixed rate notes
Principal Amount:		$700,000,000
Expected Security Ratings:*		A3 (Moody’s) / A- (S&P)
Use of Proceeds:		The Issuer intends to use the net proceeds of this offering for capital expenditures and general corporate purposes.
Trade Date:		June 25, 2025
Settlement Date:		July 2, 2025 (T+5)
Issue Date:		July 2, 2025
Maturity Date:		July 8, 2028
Interest Rate:		4.436% per annum, payable semi-annually in arrears
Interest Payment Dates:		January 8 and July 8 of each year, commencing on January 8, 2026 (long first coupon).
Benchmark Treasury:		3.875% due June 2028
Benchmark Spot (Price/Yield):		100-12 3/8 / 3.736%
Spread to Benchmark:		70.0 basis points
Offering Price:		100.000% of the principal amount
Underwriting Discount:		0.250% of the principal amount
Day Count Convention:		30/360
Business Day:		New York, Tokyo
Business Day Convention:		Following, unadjusted
Listing:		None
Minimum Denominations:		$2,000 and integral multiples of $1,000 in excess thereof
Optional Redemption:		The Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time prior to June 8, 2028, or the Par Call Date.
		The redemption price for the Notes to be redeemed prior to the Par Call Date will be equal to the greater of:

		(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement) plus 15.0 basis points less (b) interest accrued to the date of redemption for the Notes to be redeemed; and
		(ii)  100% of the principal amount of the Notes to be redeemed,
		Plus accrued and unpaid interest thereon to the redemption date of the Notes being redeemed.
		On or after the Par Call Date, the Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date for the Notes to be redeemed.
		See “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement.
Optional Tax Redemption:		The Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes outstanding plus accrued and unpaid interest to the redemption date upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
CUSIP:		438127AD4
ISIN:		US438127AD47
Joint Lead Managers and Joint Bookrunners:		J.P. Morgan Securities LLC
		SMBC Nikko Securities America, Inc. Citigroup Global Markets Inc.
Co-Managers:		Morgan Stanley & Co. LLC Mizuho Securities USA LLC Nomura Securities International, Inc.

Notes:

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.

Section 309B Notification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products)

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting J.P. Morgan Securities LLC toll-free at 1-866-803-9204, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 and Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No EEA or UK PRIIPs KID—No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

June 25, 2025

Honda Motor Co., Ltd.

Pricing Term Sheet

$1,300,000,000 4.688% Senior Notes due 2030

Issuer:		Honda Motor Co., Ltd.
Type of Securities:		Senior unsecured fixed rate notes
Principal Amount:		$1,300,000,000
Expected Security Ratings:*		A3 (Moody’s) / A- (S&P)
Use of Proceeds:		The Issuer intends to use the net proceeds of this offering for capital expenditures and general corporate purposes.
Trade Date:		June 25, 2025
Settlement Date:		July 2, 2025 (T+5)
Issue Date:		July 2, 2025
Maturity Date:		July 8, 2030
Interest Rate:		4.688% per annum, payable semi-annually in arrears
Interest Payment Dates:		January 8 and July 8 of each year, commencing on January 8, 2026 (long first coupon).
Benchmark Treasury:		4.000% due May 2030
Benchmark Spot (Price/Yield):		100-23 / 3.838%
Spread to Benchmark:		85.0 basis points
Offering Price:		100.000% of the principal amount
Underwriting Discount:		0.350% of the principal amount
Day Count Convention:		30/360
Business Day:		New York, Tokyo
Business Day Convention:		Following, unadjusted
Listing:		None
Minimum Denominations:		$2,000 and integral multiples of $1,000 in excess thereof
Optional Redemption:		The Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time prior to June 8, 2030, or the Par Call Date. The redemption price for the Notes to be redeemed prior to the Par Call Date will be equal to the greater of:
		(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement) plus 15.0 basis points less (b) interest accrued to the date of redemption for the Notes to be redeemed; and
		(ii)  100% of the principal amount of the Notes to be redeemed,

		Plus accrued and unpaid interest thereon to the redemption date of the Notes being redeemed.
		On or after the Par Call Date, the Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date for the Notes to be redeemed.
		See “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement.
Optional Tax Redemption:		The Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes outstanding plus accrued and unpaid interest to the redemption date upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
CUSIP:		438127AE2
ISIN:		US438127AE20
Joint Lead Managers and Joint Bookrunners:		J.P. Morgan Securities LLC
		SMBC Nikko Securities America, Inc. Citigroup Global Markets Inc.
Co-Managers:		Morgan Stanley & Co. LLC Mizuho Securities USA LLC Nomura Securities International, Inc.

Notes:

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.

Section 309B Notification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products)

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting J.P. Morgan Securities LLC toll-free at 1-866-803-9204, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 and Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No EEA or UK PRIIPs KID—No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

June 25, 2025

Honda Motor Co., Ltd.

Pricing Term Sheet

$1,000,000,000 5.337% Senior Notes due 2035

Issuer:		Honda Motor Co., Ltd.
Type of Securities:		Senior unsecured fixed rate notes
Principal Amount:		$1,000,000,000
Expected Security Ratings:*		A3 (Moody’s) / A- (S&P)
Use of Proceeds:		The Issuer intends to use the net proceeds of this offering for capital expenditures and general corporate purposes.
Trade Date:		June 25, 2025
Settlement Date:		July 2, 2025 (T+5)
Issue Date:		July 2, 2025
Maturity Date:		July 8, 2035
Interest Rate:		5.337% per annum, payable semi-annually in arrears
Interest Payment Dates:		January 8 and July 8 of each year, commencing on January 8, 2026 (long first coupon).
Benchmark Treasury:		4.250% due May 2035
Benchmark Spot (Price/Yield):		99-22+ / 4.287%
Spread to Benchmark:		105.0 basis points
Offering Price:		100.000% of the principal amount
Underwriting Discount:		0.450% of the principal amount
Day Count Convention:		30/360
Business Day:		New York, Tokyo
Business Day Convention:		Following, unadjusted
Listing:		None
Minimum Denominations:		$2,000 and integral multiples of $1,000 in excess thereof
Optional Redemption:		The Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time prior to April 8, 2035, or the Par Call Date.
		The redemption price for the Notes to be redeemed prior to the Par Call Date will be equal to the greater of:
		(i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement) plus 20.0 basis points less (b) interest accrued to the date of redemption for the Notes to be redeemed; and
		(ii)  100% of the principal amount of the Notes to be redeemed,

		Plus accrued and unpaid interest thereon to the redemption date of the Notes being redeemed.
		On or after the Par Call Date, the Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date for the Notes to be redeemed.
		See “Description of the Notes—Optional Redemption” in the Preliminary Prospectus Supplement.
Optional Tax Redemption:		The Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes outstanding plus accrued and unpaid interest to the redemption date upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
CUSIP:		438127AF9
ISIN:		US438127AF94
Joint Lead Managers and Joint Bookrunners:		J.P. Morgan Securities LLC
		SMBC Nikko Securities America, Inc. Citigroup Global Markets Inc.
Co-Managers:		Morgan Stanley & Co. LLC Mizuho Securities USA LLC Nomura Securities International, Inc.

Notes:

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.

Section 309B Notification—In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products)

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting J.P. Morgan Securities LLC toll-free at 1-866-803-9204, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 and Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No EEA or UK PRIIPs KID—No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

FAQ

How much did Honda (HMC) raise in the June 25 2025 bond offering?

Honda priced a total of $3.0 billion in senior unsecured notes across three tranches.

What are the coupon rates and maturities of Honda’s new notes?

Coupons/maturities: 4.436% due 2028, 4.688% due 2030, and 5.337% due 2035.

What will Honda use the bond proceeds for?

The company states proceeds will be used for capital expenditures and general corporate purposes.

What are the expected credit ratings of the new Honda notes?

All tranches have expected ratings of A3 by Moody’s and A- by S&P.

When will interest payments begin on the new Honda bonds?

The first semi-annual payment is due on 8 January 2026, reflecting a long first coupon period.

Are the new Honda notes listed on any exchange?

No, the pricing term sheet states "Listing: None".