Toyota Motor (NYSE: TM) revises OneStream split and preferred share capital plan

Rhea-AI Filing Summary

Toyota Motor Corporation filed a Form 6-K to correct and update details of a previously announced simplified absorption-type company split involving its subsidiary OneStream Co., Ltd. The split transfers part of Toyota’s logistics optimization system business, including the “OneStream” system, to OneStream.

The update explains that OneStream’s capital stock is now expected to be JPY 150,000,000 as of June 29, 2026, when the company split takes effect. OneStream also approved issuing new Class A preferred shares by third-party allotment, and payments made between June 30 and July 31, 2026 could further increase its capital stock.

Key Figures

OneStream capital stock: JPY 150,000,000 Split effective date: June 29, 2026 Preferred share subscription period start: June 30, 2026 +2 more

5 metrics

OneStream capital stock JPY 150,000,000 Expected as of June 29, 2026 after company split

Split effective date June 29, 2026 Effective date of simplified absorption-type company split

Preferred share subscription period start June 30, 2026 Start of period to pay for new Class A preferred shares

Preferred share subscription period end July 31, 2026 End of period to pay for new Class A preferred shares

Shareholder approval date May 28, 2026 Date OneStream approved Class A preferred share issuance

Key Terms

simplified absorption-type company split, Class A preferred shares, third-party allotment, capital stock, +1 more

5 terms

simplified absorption-type company split regulatory

"Notice Concerning Company Split (Simplified Absorption-Type Company Split)"

Class A preferred shares financial

"issue new Class A preferred shares by way of a third-party allotment"

Class A preferred shares are a specific type of company stock that gives holders a higher claim than ordinary shareholders on dividends and on company assets if the business winds down, often with a fixed dividend payment and limited or no voting rights. Think of them as a priority ticket in line: they offer more steady income and protection than common shares but usually less potential for big price gains and less influence over company decisions, which matters to investors balancing income, risk and control.

third-party allotment financial

"issue Class A preferred stocks by way of a third-party allotment"

capital stock financial

"The capital stock of OneStream is expected to change to JPY 150,000,000"

Capital stock is the total set of shares that represent ownership in a company, including different classes such as common and preferred stock. Think of it as the number and types of slices in a company’s ownership pie: it matters to investors because it determines voting power, entitlement to dividends, and how a company’s value is divided per share, so changes in capital stock can dilute holdings or alter per‑share metrics.

logistics optimization system technical

"development and operation of the logistics optimization system “OneStream”"

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

Japan

(Address of Principal Executive Offices)

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

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

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

Material Contained in this Report:

I. English translation of the Notice of Partial Changes and Corrections to the “Notice Concerning Company Split (Simplified Absorption-Type Company Split)”, as filed by the registrant with the Tokyo Stock Exchange on May 28, 2026.

SIGNATURES

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

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

Date: May 28, 2026

[Reference Translation]

May 28, 2026

		Company name:		TOYOTA MOTOR CORPORATION
		Representative:		Yoichi Miyazaki, Executive Vice President
				(Code number: 7203; TSE Prime/NSE Premier)
		Inquiries:		Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div.
				(Telephone: 0565-28-2121)

(Changes and Corrections to Disclosed Matters) Notice of Partial Changes and Corrections to the “Notice Concerning Company Split (Simplified Absorption-Type Company Split)”

This notice relates to the “Notice Concerning Company Split (Simplified Absorption-Type Company Split)” dated May 20, 2026, a statement that we, Toyota Motor Corporation (“TMC”), previously released to disclose relevant matters (the “Timely Disclosure”). In the Timely Disclosure, we announced that, effective June 29, 2026 (subject to possible changes), TMC would cause OneStream Co., Ltd. (“OneStream”) to succeed part of the business TMC was engaged in, including the development and operation of the logistics optimization system “OneStream,” the provision of services to customers related to such system, and businesses incidental thereto, by way of a company split (simplified absorption-type company split), in which TMC would be the splitting company and OneStream would be the successor company (the “Absorption-Type Company Split”).

In connection with the above, as at the date hereof, OneStream adopted a resolution at its shareholders’ meeting to issue Class A preferred stocks by way of a third-party allotment for the purpose of further growth of the logistics optimization system business. As a result, the amount of capital stock of OneStream is now expected to change following the Absorption-Type Company Split. Furthermore, certain items of the Timely Disclosure require correction. We hereby provide the changes and corrections to the Timely Disclosure as described below:

Description

Underlines are supplied to indicate that those parts are the change or corrections.

4. Details of the Absorption-Type Company Split

[Before correction]

(as of March 31, 2026)

Splitting Company Successor Company

[After correction]

		Splitting Company		Successor Company
		(as of March 31, 2026)		(as of April 1, 2026)

6. Status After the Absorption-Type Company Split

[Before changes and corrections]

There will be no changes to TMC’s or OneStream’s name, address, title and name of its representative, business description, capital stock, or fiscal year-end as a result of the Absorption-Type Company Split.

[After changes and corrections]

There will be no changes to TMC’s or OneStream’s name, address, title and name of its representative, business description, capital stock, or fiscal year-end as a result of the Absorption-Type Company Split, except for the amount of the capital stock of OneStream. The capital stock of OneStream is expected to change to JPY 150,000,000 as of June 29, 2026, when the Absorption-Type Company Split takes effect. Furthermore, OneStream adopted a resolution to issue new Class A preferred shares by way of a third-party allotment at its shareholders’ meeting on May 28, 2026. If the payment required for subscription to such new shares is made during the prescribed period of subscription that begins on June 30, 2026 and ends on July 31, 2026, there will be a corresponding increase in the amount of the capital stock of OneStream, accordingly.

End

FAQ

What change did Toyota Motor Corporation (TM) disclose about the OneStream company split?

Toyota updated its earlier company split notice, stating that OneStream’s capital stock is now expected to be JPY 150,000,000 as of June 29, 2026, when the simplified absorption-type company split transferring the OneStream logistics business takes effect.

How will OneStream’s capital stock change according to the new Toyota (TM) disclosure?

OneStream’s capital stock is expected to become JPY 150,000,000 on June 29, 2026. Additional capital increases may occur if investors pay for newly issued Class A preferred shares during the June 30 to July 31, 2026 subscription period approved by shareholders.

What type of shares will OneStream issue in Toyota Motor Corporation’s (TM) update?

OneStream plans to issue new Class A preferred shares by way of a third-party allotment. This issuance was approved at the shareholders’ meeting on May 28, 2026 and is intended to support further growth of the logistics optimization system business operated under the OneStream brand.

Does the Toyota (TM) update change the structure of the company split with OneStream?

The update does not change the basic structure of the simplified absorption-type company split. Toyota remains the splitting company and OneStream the successor, taking over the logistics optimization system business and related services under the same previously announced June 29, 2026 effective date.

What is the subscription period for OneStream’s new preferred shares in Toyota’s (TM) filing?

The subscription period for OneStream’s new Class A preferred shares runs from June 30, 2026 to July 31, 2026. If payments for these shares are completed within this timeframe, OneStream’s capital stock will increase further beyond the JPY 150,000,000 level expected at the split’s effective date.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 NOTICE OF PARTIAL CHANGES AND CORRECTIONS TO "NOTICE CONCERNING COMPANY SPLIT" 11.2 KB