Toyota Motor (NYSE: TM) to dispose 1,154,400 treasury shares for ESOP
Rhea-AI Filing Summary
Toyota Motor Corporation decided to continue its Senior Professional / Senior Management (Kanbushoku) share-based compensation plan and introduce a new Key Talent Plan for selected employees, both using an ESOP (Employee Stock Ownership Plan) trust established in fiscal 2025. The trust is a third party benefit money trust, with Mitsubishi UFJ Trust and Banking Corporation as trustee and The Master Trust Bank of Japan, Ltd. as co-trustee. The trust period runs from August 25, 2025 to August 31, 2026 and is planned to be extended to August 31, 2029, with voting rights exercised by the trustee based on instructions from an independent trust administrator.
To fund these plans, Toyota will dispose of 1,154,400 shares of its common stock as treasury stock on August 25, 2026 to an ESOP stock-grant trust account at The Master Trust Bank of Japan, Ltd. The disposal price will be the higher of 2,963.5 yen, the August 3, 2026 Tokyo Stock Exchange closing price, and the closing price on the business day immediately preceding August 7, 2026, giving an estimated total value of 3,421,064,400 yen. The company states that this represents dilution of 0.01% of issued shares and voting rights, both on a March 31, 2026 baseline and after reflecting a large tender offer repurchase, cancellation of 1,200,000,000 shares, and a prior 634,900-share treasury disposition, and that market impact is expected to be minimal.
Positive
- None.
Negative
- None.
Filing Explained
Toyota has determined a future
Key Figures
Key Terms
ESOP (Employee Stock Ownership Plan) trust financial
Disposition of Treasury Stock financial
Condition Determination Date financial
third party benefit trust financial
trust expense reserve financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How is the disposal price of Toyota Motor (TM) treasury stock determined?
How is Toyota Motor (TM)’s ESOP trust structured and who benefits?
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 August, 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 Concerning the Continuation of Share-Based Compensation Plan for Employees and Introduction of a New Share-Based Compensation Plan for Employees, as filed by the registrant with the Tokyo Stock Exchange on August 4, 2026. |
| II. | English translation of the Notice Concerning the Disposition of Treasury Stock under the Share-Based Compensation Plan for Employees, as filed by the registrant with the Tokyo Stock Exchange on August 4, 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: August 4, 2026
[Reference Translation]
August 4, 2026
| Company name: | TOYOTA MOTOR CORPORATION | |||
| Representative: |
Kenta Kon, President (Code number:7203; TSE Prime/NSE Premier) | |||
| Inquiries: |
Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div. (Telephone: 0565-28-2121) |
Notice Concerning the Continuation of Share-Based Compensation Plan for Employees and Introduction of a New Share-Based Compensation Plan for Employees
Toyota Motor Corporation (“TMC”) hereby announces that it has decided today to (i) continue the share-based compensation plan (the “Senior Professional / Senior Management (Kanbushoku) Plan,” and the eligible employees subject to such plan, the “Eligible Kanbushoku Employees”) for certain employees in Senior Professional / Senior Management (Kanbushoku) positions who satisfy certain requirements, and (ii) introduce a share-based compensation plan (the “Key Talent Plan,” and the eligible employees subject to such plan, the “Eligible Key Talent Employees”) for certain key talent who satisfy certain requirements, regardless of whether they are in Kanbushoku positions, using the ESOP (Employee Stock Ownership Plan) trust (the “Trust”) introduced in fiscal year 2025. The Senior Professional / Senior Management (Kanbushoku) Plan and the Key Talent Plan are collectively referred to as the “Plans,” and the Eligible Kanbushoku Employees and the Eligible Key Talent Employees are collectively referred to as the “Eligible Employees.”
I. Continuation of the Senior Professional / Senior Management (Kanbushoku) Plan and Introduction of the Key Talent Plan
| (1) | TMC is taking on the challenge of transforming into a mobility company, in the face of a once-in-a-century transformational period of the automobile industry. With the mission of “producing happiness for all,” TMC introduced the Plans with the expectation that they will accelerate challenges toward the future and contribute to the medium- to long-term enhancement of corporate value. |
| (2) | In order to enable the entire company to engage in these challenges with even greater unity, TMC has decided to continue the existing Senior Professional / Senior Management (Kanbushoku) Plan and introduce the Key Talent Plan. |
| (3) | In connection with the continuation and introduction of the Plans, TMC will extend the term of the existing Trust and make an additional contribution of funds to the Trust to be used for the acquisition of TMC shares by the Trust. |
II. Outline of the Plan
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TMC shall make necessary procedures such as a resolution of the board of directors regarding the continuation of the Senior Professional / Senior Management (Kanbushoku) Plan and the introduction of the Key Talent Plan. |
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TMC shall amend the stock-grant rules that are the internal rules regarding the Senior Professional / Senior Management (Kanbushoku) Plan. In addition, TMC shall establish the stock-grant rules that are the internal rules regarding the Key Talent Plan. |
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TMC shall contribute additional funds to the Trust for the beneficiaries, defined as Eligible Employees who satisfy the relevant requirements. |
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The Trust shall, in accordance with instructions from the trust administrator, utilize the money contributed to
the Trust in
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above to acquire TMC shares from TMC (via disposal of treasury shares).
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Dividends on TMC’s shares in the Trust shall be distributed in the same manner as dividends on other TMC shares. |
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For TMC shares in the Trust, throughout the trust period, the trust administrator will provide instructions for the exercise of shareholder rights, such as voting rights, and the Trust will exercise its shareholder rights in accordance with these instructions. |
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During the trust period, Eligible Kanbushoku Employees receive points based on performance and other factors under the Senior Professional / Senior Management (Kanbushoku) Plan, which will accumulate over time. In addition, Eligible Key Talent Employees receive points based on their responsibilities, roles and other factors under the Key Talent Plan, which will accumulate over time. |
| TMC shares equivalent to a certain percentage of the points accumulated shall be awarded to beneficiaries after their retirement who satisfy certain requirements. TMC shares equivalent to any remaining points shall be converted into cash within the Trust in accordance with the provisions of the trust agreement, and the beneficiaries shall receive money equivalent to the liquidation value of the TMC shares. Dividends paid on the TMC shares in the Trust will also be paid to the beneficiaries in proportion to the number of the TMC shares to be delivered from the Trust. |
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In the event that TMC shares remain upon the expiration of the trust period, TMC may continue to use the Trust as an incentive plan similar to the Plans by amending the trust agreement and entrusting additional funds. If the Trust is instead terminated, as a means of shareholder returns, it is expected that residual shares will be transferred from the Trust to TMC at no charge, and TMC will cancel the shares so acquired. |
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Dividends remaining in the Trust upon the expiration of the trust period shall be used as funds for purchasing shares in the event that the Trust is to be continued to be used. However, if the Trust is terminated due to the expiration of the trust period, TMC plans to donate the amount exceeding the trust expense reserve to an organization that has no conflict of interest. |
III. Outline of the Trust Agreement
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Senior Professional / Senior Management (Kanbushoku) Plan | Key Talent Plan | ||
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A money trust other than an individually-operated designated money trust (third party benefit trust) | |||
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To provide incentives to Eligible Kanbushoku Employees | To provide incentives to Eligible Key Talent Employees | ||
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TMC | |||
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Mitsubishi UFJ Trust and Banking Corporation (Co-trustee: The Master Trust Bank of Japan, Ltd.) | |||
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Eligible Kanbushoku Employees satisfying the beneficiary requirements | Eligible Key Talent Employees satisfying the beneficiary requirements | ||
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A third party that does not have any interest in TMC (certified public accountant) | |||
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August 25, 2025 | |||
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From August 25, 2025 to August 31, 2026 (planned to be extended to August 31, 2029 by amendment to the Trust Agreement) | |||
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The trustee will exercise the voting rights of TMC shares by following the instructions of the trust administrator that reflect the exercise of voting rights by the beneficiary candidates. | The trustee will exercise the voting rights of TMC shares by following the instructions of the trust administrator that reflect the exercise of voting rights by the beneficiary candidates. | ||
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Common stock of TMC | Common stock of TMC | ||
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The amount calculated by deducting the money remaining in the Trust from the total value of the treasury stock to be disposed in connection with the continuation and introduction of the Plans (includes trust fees and trust expenses) | |||
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To be acquired from TMC (disposition of treasury stock) | |||
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August 25, 2026 | |||
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TMC | |||
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Residual assets that can be received by TMC, as the holder of vested rights, shall be limited to the trust expense reserve, which is calculated by deducting the cost for acquiring the shares from the trust money. | |||
Exercise of voting rights
Type of acquired Shares
Amount of additional trust Money
Method of acquisition of shares
Timing of acquisition of shares
Holders of vested Rights
Residual assetsEND
[Reference Translation]
August 4, 2026
| Company name: | TOYOTA MOTOR CORPORATION | |||
| Representative: | Kenta Kon, President (Code number:7203; TSE Prime/NSE Premier) | |||
| Inquiries: | Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div. (Telephone: 0565-28-2121) |
Notice Concerning the Disposition of Treasury Stock under the Share-Based Compensation Plan for Employees
As announced in the “Notice Concerning the Continuation of Share-Based Compensation Plan for Employees and Introduction of a New Share-Based Compensation Plan for Employees” dated today, Toyota Motor Corporation (“TMC”) determined today to (i) continue the share-based compensation plan (the “Senior Professional / Senior Management (Kanbushoku) Plan,” and the eligible employees subject to such plan, the “Eligible Kanbushoku Employees”) for certain employees in Senior Professional / Senior Management (Kanbushoku) positions who satisfy certain requirements, and (ii) introduce a share-based compensation plan (the “Key Talent Plan,” and the eligible employees subject to such plan, the “Eligible Key Talent Employees”) for certain key talent who satisfy certain requirements, regardless of whether they are in Kanbushoku positions, using the ESOP (Employee Stock Ownership Plan) trust (the “Trust”) introduced in fiscal year 2025. The Senior Professional / Senior Management (Kanbushoku) Plan and the Key Talent Plan are collectively referred to as the “Plans,” and the Eligible Kanbushoku Employees and the Eligible Key Talent Employees are collectively referred to as the “Eligible Employees.”
In connection with the above, TMC hereby announces that it determined today to dispose of treasury stock (the “Disposition of Treasury Stock”). Details are set forth below.
1. Outline of the Disposal
| (1) | Disposal date | August 25, 2026 | ||
| (2) | Class of shares to be disposed | Common stock of TMC | ||
| (3) | Number of shares to be disposed | 1,154,400 shares | ||
| (4) | Disposal price | The greater of the following prices (Note 1):
• The closing price of TMC’s common stock on the Tokyo Stock Exchange, Inc. (the “Tokyo Stock Exchange”) on the business day immediately preceding the date of determination (August 3, 2026): 2,963.5 yen; and
• The closing price on the business day immediately preceding August 7, 2026 (the “Condition Determination Date”) (the “Closing Price on the Business Day Immediately Preceding the Condition Determination Date”) | ||
| (5) | Total value of the disposal | 3,421,064,400 yen (estimated amount as of today, calculated by multiplying the disposal price described in (4) above by 1,154,400 shares) | ||
| (6) | Planned destination | The Master Trust Bank of Japan, Ltd. (Note 2) (ESOP Stock-Grant Trust Account) | ||
| (7) | Others | An Extraordinary Report in accordance with the Financial Instruments and Exchange Act has been filed regarding the Disposition of Treasury Stock. | ||
Note) 1. The method for determining the disposal price for the Disposition of Treasury Stock (the purpose of setting the Condition Determination Date) is as follows.
On August 4, 2026, which is the determination date for the Disposition of Treasury Stock, TMC disclosed its financial results for the first quarter of the fiscal year ending March 31, 2027 and announced the acquisition of treasury stock and a revision to its earnings forecasts. Accordingly, in order to reflect the impact of such disclosure and announcements on the stock price and to give consideration to the interests of existing shareholders, TMC will determine the disposal price on the Condition Determination Date as the greater of (i) 2,963.5 yen, the closing price of TMC’s common stock on the Tokyo Stock Exchange on August 3, 2026, and (ii) the Closing Price on the Business Day Immediately Preceding the Condition Determination Date.
Note) 2. The planned destination, The Master Trust Bank of Japan, Ltd. (ESOP Stock-Grant Trust Account), is a trust account established by entering into a trust agreement (the “Trust Agreement”) between TMC as settlor and Mitsubishi UFJ Trust and Banking Corporation as trustee (with The Master Trust Bank of Japan, Ltd. as co-trustee). The Disposition of Treasury Stock will be conducted in order to provide benefits to Eligible Employees under the Plans and is substantially the same as allocating shares to Eligible Employees as consideration for services provided to TMC.
2. Purposes and Reasons of the Disposal
TMC has determined today to continue the Senior Professional / Senior Management (Kanbushoku) Plan and to introduce the Key Talent Plan. In connection with this, TMC has determined to conduct the Disposition of Treasury Stock to The Master Trust Bank of Japan, Ltd. (ESOP Stock-Grant Trust Account), which is a co-trustee under the stock-grant ESOP Trust Agreement entered into between TMC and Mitsubishi UFJ Trust and Banking Corporation.
The number of shares to be disposed of will be the maximum total number of TMC shares expected either to be delivered to Eligible Employees, or to be sold and monetary amounts equivalent to the proceeds from such sales paid to Eligible Employees (such delivery of shares, payment of proceeds from the sale of such shares, together with any dividends paid on such TMC shares, collectively, “Delivered, etc.” or “Delivery, etc.”), during the duration of the Trust in accordance with the stock-grant rules, stipulated respectively under the Senior Professional / Senior Management (Kanbushoku) Plan and the Key Talent Plan. The scale of dilution is 0.01% of the total number of issued shares as of March 31, 2026, which is 15,794,987,460 shares, and 0.01% of the 130,034,393 total voting rights as of March 31, 2026 (in each case, rounded to two decimal places).
In addition, TMC recently conducted an acquisition of treasury stock through a tender offer (settlement commencement date: May 25, 2026; number of shares acquired: 1,192,330,962 shares), cancellation of treasury stock (cancellation date: June 30, 2026; number of shares cancelled: 1,200,000,000 shares), and disposition of treasury stock (payment date: June 30, 2026; number of shares disposed of: 634,900 shares). Taking these into account, the number of shares to be disposed of will represent 0.01% of the total number of issued shares, which is 14,594,987,460 shares, and 0.01% of the total voting rights, which is 118,117,433 voting rights (in each case, rounded to two decimal places).
The shares of TMC allotted through the Disposition of Treasury Stock will be Delivered, etc. to Eligible Employees in accordance with the stock-grant rules stipulated respectively under the Senior Professional / Senior Management (Kanbushoku) Plan and the Key Talent Plan. Since it is not expected that the shares resulting from the Disposition of Treasury Stock will be released into the stock market all at once, TMC has determined that the impact on the secondary market is expected to be minimal and that the number of shares to be disposed of and the scale of dilution are reasonable.
| 1) | The Senior Professional / Senior Management (Kanbushoku) Plan grants points to Eligible Kanbushoku Employees based on factors such as their individual performance as well as TMC’s performance, and Delivers, etc. a number of TMC shares, etc., from the Trust corresponding to the number of points they have been awarded. TMC shares, etc. will be Delivered, etc. to Eligible Kanbushoku Employees upon their retirement, in the event of their death, if the Senior Professional / Senior Management (Kanbushoku) Plan is terminated, or if it is decided that an Eligible Kanbushoku Employee will become a resident of a country not covered by the Senior Professional / Senior Management (Kanbushoku) Plan. However, in the event of the death of an Eligible Kanbushoku Employee, if it is decided that an Eligible Kanbushoku Employee will become a resident of a country not covered by the Plan, or if an Eligible Kanbushoku Employee who has satisfied the stock-grant conditions is not a resident of Japan, all TMC shares corresponding to the number of points held by such Eligible Kanbushoku Employee at that time will be converted into cash within the Trust, and the Eligible Kanbushoku Employee will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust (in the event of death of the Eligible Kanbushoku Employee, to the Eligible Kanbushoku Employee’s heirs). |
| The vesting date will be the date on which the Eligible Kanbushoku Employee retires. In the event of death of the Eligible Kanbushoku Employee, the vesting date will be ten business days after the date on which TMC becomes aware of the death. In the event of termination of the Senior Professional / Senior Management (Kanbushoku) Plan, the vesting date will be the first business day of the second month following the month in which such event occurs. If it is decided that an Eligible Kanbushoku Employee will become a resident of a country not covered by the Senior Professional / Senior Management (Kanbushoku) Plan, the vesting date will be the date specified in the stock-grant rules. Upon retirement of an Eligible Kanbushoku Employee or termination of the Senior Professional / Senior Management (Kanbushoku) Plan, if the vesting date for Delivery, etc. of TMC shares, etc. to the Eligible Kanbushoku Employee falls before the filing date of TMC’s annual securities report for the fiscal year in which the Eligible Kanbushoku Employee becomes aware of the details of the stock-grant rules (or, if such date falls within six months after the start of TMC’s fiscal year, TMC’s semi-annual securities report for that fiscal year), TMC shares, etc. will be Delivered, etc. after such filing date, except in cases of retirement for legitimate reasons or organizational restructuring. Accordingly, as it is not anticipated that TMC shares will be delivered to Eligible Kanbushoku Employees from the Trust prior to the expiration of the period specified in Article 2-12, Item 1 of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act, no transfer restrictions will be imposed on TMC shares delivered to Eligible Kanbushoku Employees. In addition, if an Eligible Kanbushoku Employee retires as a result of becoming a director or operating officer of TMC, any TMC shares delivered under the Plan must be continuously held until their resignation as a director or operating officer. |
| 2) | The Key Talent Plan grants points to Eligible Key Talent Employees based on factors such as their responsibilities or roles, and Delivers, etc. a number of TMC shares, etc., from the Trust corresponding to the number of points they have been awarded. TMC shares, etc. will be Delivered, etc. to Eligible Key Talent Employees upon their retirement, in the event of their death, if the Key Talent Plan is terminated, or if it is decided that an Eligible Key Talent Employee will become a resident of a country not covered by the Key Talent Plan. However, in the event of voluntary retirement, points for which three years have not yet elapsed from the date that the points were granted will be deducted from the accumulated points. In addition, in the event of the death of an Eligible Key Talent Employee, if it is decided that an Eligible Key Talent Employee will become a resident of a country not covered by the Plan, or if an Eligible Key Talent Employee who has satisfied the stock-grant conditions is not a resident of Japan, all TMC shares corresponding to the number of points held by such Eligible Key Talent Employee at that time will be converted into cash within the Trust, and the Eligible Key Talent Employee will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust (in the event of death of the Eligible Key Talent Employee, to the Eligible Key Talent Employee’s heirs). |
| The vesting date will be the date on which the Eligible Key Talent Employee retires. In the event of death of the Eligible Key Talent Employee, the vesting date will be ten business days after the date on which TMC becomes aware of the death. In the event of termination of the Key Talent Plan, the vesting date will be the first business day of the second month following the month in which such event occurs. If it is decided that an Eligible Key Talent Employee will become a resident of a country not covered by the Key Talent Plan, the vesting date will be the date specified in the stock-grant rules. Upon retirement of an Eligible Key Talent Employee or termination of the Key Talent Plan, if the vesting date for Delivery, etc. of TMC shares, etc. to the Eligible Key Talent Employee falls before the filing date of TMC’s annual securities report for the fiscal year in which the Eligible Key Talent Employee becomes aware of the details of the stock-grant rules (or, if such date falls within six months after the start of TMC’s fiscal year, TMC’s semi-annual securities report for that fiscal year), TMC shares, etc. will be Delivered, etc. after such filing date, except in cases of retirement for legitimate reasons or organizational restructuring. Accordingly, as it is not anticipated that TMC shares will be delivered to Eligible Key Talent Employees from the Trust prior to the expiration of the period specified in Article 2-12, Item 1 of the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act, no transfer restrictions will be imposed on TMC shares delivered to Eligible Key Talent Employees. In addition, if an Eligible Key Talent Employee retires as a result of becoming a director or operating officer of TMC, any TMC shares delivered under the Plan must be continuously held until their resignation as a director or operating officer. |
[Outline of the Trust Agreement]
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Senior Professional / Senior Management (Kanbushoku) Plan | Key Talent Plan | ||
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A money trust other than an individually-operated designated money trust (third party benefit trust) | |||
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To provide incentives to Eligible Kanbushoku Employees | To provide incentives to Eligible Key Talent Employees | ||
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TMC | |||
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Mitsubishi UFJ Trust and Banking Corporation (Co-trustee: The Master Trust Bank of Japan, Ltd.) | |||
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Eligible Kanbushoku Employees satisfying the beneficiary requirements | Eligible Key Talent Employees satisfying the beneficiary requirements | ||
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A third party that does not have any interest in TMC (certified public accountant) | |||
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August 25, 2025 | |||
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From August 25, 2025 to August 31, 2026 (planned to be extended to August 31, 2029 by amendment to the Trust Agreement) | |||
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The trustee will exercise the voting rights of TMC shares by following the instructions of the trust administrator that reflect the exercise of voting rights by the beneficiary candidates. | The trustee will exercise the voting rights of TMC shares by following the instructions of the trust administrator that reflect the exercise of voting rights by the beneficiary candidates. | ||
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Common stock of TMC | Common stock of TMC | ||
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The amount calculated by deducting the money remaining in the Trust from the total value of the disposal described in (5) of “1. Outline of the Disposal” above (includes trust fees and trust expenses) | |||
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To be acquired from TMC (disposition of treasury stock) | |||
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August 25, 2026 | |||
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TMC | |||
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Residual assets that can be received by TMC, as the holder of vested rights, shall be limited to the trust expense reserve, which is calculated by deducting the cost for acquiring the shares from the trust money. | |||
3. Basis and specifics of the calculation of the disposal value
In order to eliminate arbitrariness, the disposal price is the greater of (i) 2,963.5 yen, the closing price of TMC’s common stock on the Tokyo Stock Exchange on August 3, 2026 (the business day immediately preceding the determination date for the Disposition of Treasury Stock), and (ii) the Closing Price on the Business Day Immediately Preceding the Condition Determination Date. This method of determining the disposal price of treasury stock is a reasonable method in consideration of the interests of existing shareholders. In addition, the disposal price is determined to be the same as the market share price. Therefore, TMC considers it highly objective and reasonable as a basis for calculation, and considers that the disposal price to be determined on the Condition Determination Date does not constitute a particularly favorable price.
END