Toyota (NYSE: TM) elevates Kenta Kon to CEO as Koji Sato becomes Vice Chairman

Rhea-AI Filing Summary

Toyota Motor Corporation is reorganizing its top leadership and board structure. Effective April 1, 2026, Koji Sato will move from President and CEO to Vice Chairman and Chief Industry Officer, focusing on broader industry roles, while Kenta Kon will become President and Chief Executive Officer, concentrating on internal management.

These changes are intended to speed up decision-making and align Toyota with Sato’s responsibilities as Chairman of JAMA and Vice Chair of Keidanren. Following approval at the 122nd Ordinary General Shareholders’ Meeting, Kon will also become a representative director and board member, while Sato will resign his board post and continue as Vice Chairman and Chief Industry Officer.

Insights

Corporate governance analyst

Toyota outlines a planned CEO transition and board reshuffle centered on Koji Sato and Kenta Kon.

The company is separating external industry leadership from day-to-day corporate management. Koji Sato shifts to Vice Chairman and Chief Industry Officer, reflecting his roles at JAMA and Keidanren, while Kenta Kon assumes the President and CEO roles.

The process is framed as the outcome of ongoing succession planning by an Executive Appointment Meeting that includes independent outside directors. Formal appointments depend on shareholder approval at the 122nd Ordinary General Shareholders’ Meeting and a subsequent board meeting that will assign legal representative status.

This structure concentrates internal management authority in Kon while preserving Sato’s influence on industry-wide issues. Actual operational impact will become clearer after the new leadership has been in place following April 1, 2026 and the shareholders’ meeting scheduled for June 2026.

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 February, 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 registrant’s announcement with respect to Notification of Change of Representative Directors, as filed by the registrant with the Tokyo Stock Exchange on February 6, 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: February 6, 2026

[Reference Translation]

February 6, 2026

To Whom It May Concern:

		Company Name:		TOYOTA MOTOR CORPORATION
		Name and Title of Representative:		Koji Sato, President
				(Code Number:7203;
				Prime of Tokyo Stock Exchange and Premier of Nagoya Stock Exchange)
		Name and Title of Contact Person:		Yoshihide Moriyama,
				General Manager,
				Capital Strategy & Affiliated Companies Finance Div.
				(Telephone: +81-565-28-2121)

Notification of Change of Representative Directors

At the Board of Directors meeting held on February 6, 2026, Toyota Motor Corporation (“TMC”) informally decided the following changes regarding our representative directors.

1. Changes in Duties and Responsibilities of Directors Effective the Date of the 122nd Ordinary General Shareholders’ Meeting

Name		New		Current
Koji Sato		Vice Chairman Chief Industry Officer		President, Member of the Board of Directors (Representative Director) Operating Officer Chief Executive Officer
Kenta Kon		President, Member of the Board of Directors (Representative Director) Operating Officer Chief Executive Officer		Operating Officer Chief Financial Officer Director and Chief Financial Officer of Woven by Toyota, Inc.
Yoichi Miyazaki		Executive Vice President, Member of the Board of Directors (Representative Director) Operating Officer Chief Financial Officer		Executive Vice President, Member of the Board of Directors (Representative Director) Operating Officer

[Reason for Changes]

The changes in the position of the Directors are a result of changes in the authority of representation.

The appointment of board members will become effective upon approval at the 122nd Ordinary General Shareholders’ Meeting. The formal assignment of board members with specific titles, and the appointment of board members with the legal status to represent TMC (representative directors), will be made at the board of directors meeting following the 122nd Ordinary General Shareholders’ Meeting. The resignation of board members leaving their current posts will become effective on the date of the 122nd Ordinary General Shareholders’ Meeting.

Regarding of the changes in areas of responsibility for executives effective April 1, 2026, please refer to the “TMC Announces Changes to Executive Structure” that TMC announced today.

2. Biography of the New Representative Director Nominees

Name:		Kenta Kon
Date of Birth:		August 2, 1968
Education:
Mar. 1991		Bachelor’s degree in economics, Tohoku University
Business Experience:
Apr. 1991		Joined Toyota Motor Corporation (TMC)
Jan. 2017		General Manager, Accounting Div.
Jun. 2018		Managing Officer
Jun. 2018		Deputy Chief Officer, General Administration & Human Resources Group
Jun. 2018		Deputy Chief Officer, Accounting Group
Jan. 2019		Executive Vice President, Advanced R&D and Engineering Company
Jul. 2019		Operating Officer
Jul. 2019		Chief Officer, Accounting Group
Jan. 2020		Fellow, Advanced R&D and Engineering Company
Apr. 2020		Chief Financial Officer
Jun. 2021		Member of the Board of Directors, Operating Officer
Apr. 2022		Member of the Board of Directors, Operating Officer, Executive Vice President
Apr. 2023		Member of the Board of Directors
Apr. 2023		Representative Director, Chief Financial Officer, Woven by Toyota, Inc.
Oct. 2023		Director, Chief Financial Officer, Woven by Toyota, Inc. (current)
Jan. 2025		Operating Officer (TMC) (current)
Apr. 2025		In charge of Mobility 3.0 Office (current)
Jul. 2025		Chief Financial Officer (current)
Number of TMC Common Shares Owned:
69,432 shares (as of Feb. 5, 2026)

-End

February 6, 2026

Toyota Motor Corporation

TMC Announces Changes to Executive Structure

Toyota City, Japan, February 6, 2026—Toyota Motor Corporation (TMC) announced today that it intends to implement changes to its executive structure effective April 1, 2026, and changes to its Board of Directors effective the date of its 122nd Ordinary General Shareholders’ Meeting.

1. Executive changes effective April 1

Koji Sato, President and Member of the Board of Directors, will assume the position of Vice Chairman and the newly established role of Chief Industry Officer (CIO), and Kenta Kon, Operating Officer, will assume the position of President and Chief Executive Officer.

Under this new leadership structure, Sato will focus on the broader industry, including Toyota, as Vice Chairman and CIO, while Kon will focus on internal company management as President and CEO.

This change in roles is intended to accelerate management decision-making in response to changes in the internal and external environment and to establish a structure that will enable Toyota to fully carry out its mission of contributing to society through industry.

This organizational structure was established based on the following considerations:

- As the automotive industry faces a challenging business environment, there is a growing need to accelerate practical initiatives for industry collaboration to strengthen international competitiveness. In this context, the role Sato is expected to play as Chairman of Japan Automobile Manufacturers Association, Inc. (hereinafter referred to as JAMA) is significant.

- As Vice Chair of KEIDANREN (Japan Business Federation), appointed in May 2025, Sato is also expected to promote policy proposals centered on monozukuri (manufacturing) and advance industry collaboration to enhance Japan’s industrial competitiveness.

- For Toyota to continue advancing its transformation into a mobility company, it is necessary not only to strengthen industry collaboration but also to expand partnerships beyond the industry.

- Within Toyota, improving the company’s earning power, which forms the foundation for continuing to make ever-better cars, and lowering the break-even volume are immediate priorities. Concrete actions on these issues are urgently required. To achieve this, it is necessary to lead reforms across the entire company, not through functional segmentation but by addressing the value chain as a whole. As Toyota’s CFO, Kon has been at the forefront of efforts to improve the earnings structure and has also gained cross-functional management experience at Woven by Toyota, Inc.

Personnel proposals for top management positions are regarded as an important matter and are reviewed on an ongoing basis from a long-term perspective. The Executive Appointment Meeting has therefore been considering future candidates.

In October of last year, JAMA requested that Sato, who had been addressing industry issues as Vice Chairman of JAMA, assume the position of the next Chairman and continue to serve as the industry’s coordinator.

The Board of Directors determined that contributing to the industry is Toyota’s responsibility and approved Sato’s appointment as Chairman of JAMA effective January 2026.

In response, the Executive Appointment Meeting * discussed the management impact of concurrently holding the roles of Toyota’s top executive, Chairman of JAMA, and Vice Chair of Keidanren, and considered the optimal new leadership structure in light of the current environmental changes and the individual strengths of each executive. Based on these discussions, the Executive Appointment Meeting proposed the new personnel structure at the board meeting held on February 6, and the proposal was approved.

*To ensure independence in director nominations, Toyota’s director personnel proposals are first reviewed and proposed by the Executive Appointment Meeting , composed of two independent outside directors (Shigeaki Okamoto and Kumi Fujisawa) and one internal director (Yoichi Miyazaki) and then resolved by the Board of Directors (The election of directors is formally decided upon approval at the General Shareholders’ Meeting).

Changes in Areas of Responsibility for Executives (3)

Name		New Title Effective (April 1)		Current Title
KOJI SATO		Vice Chairman, Member of the Board of Directors (Representative Director) Chief Industry Officer (newly established)		President, Member of the Board of Directors (Representative Director) Operating Officer Chief Executive Officer
KENTA KON		President Operating Officer Chief Executive Officer		Operating Officer Chief Financial Officer Director and Chief Financial Officer of Woven by Toyota, Inc.
YOICHI MIYAZAKI		Executive Vice President, Member of the Board of Directors (Representative Director) Operating Officer Chief Financial Officer		Executive Vice President, Member of the Board of Directors (Representative Director) Operating Officer

2. Changes to the Board of Directors effective the date of the 122nd Ordinary General Shareholders’ Meeting

The appointment of board members will become effective upon approval at the 122nd Ordinary General Shareholders’ Meeting. The formal assignment of board members with specific titles, and the appointment of board members with the legal status to represent TMC (representative directors), will be made at the board of directors meeting following the 122nd Ordinary General Shareholders’ Meeting. The resignation of board members leaving their current posts will become effective on the date of the 122nd Ordinary General Shareholders’ Meeting.

Member of the Board of Directors Resigning Post

Name		Following the 122nd Ordinary General Shareholders’ Meeting (scheduled for June 2026)
KOJI SATO		Vice Chairman Chief Industry Officer

New Member of the Board of Directors

Name		Following the 122nd Ordinary General Shareholders’ Meeting (scheduled for June 2026)
KENTA KON		President, Member of the Board of Directors (Representative Director) Operating Officer Chief Executive Officer

FAQ

What leadership changes did Toyota Motor Corporation (TM) announce for April 2026?

Toyota will appoint Kenta Kon as President and CEO on April 1, 2026. Koji Sato will move from President and CEO to Vice Chairman and Chief Industry Officer, separating internal management leadership from Sato’s broader industry-facing responsibilities at organizations such as JAMA and Keidanren.

What new role will Koji Sato hold at Toyota Motor Corporation (TM)?

Koji Sato will become Vice Chairman and Chief Industry Officer. He will step down as President and CEO to focus on broader industry matters, aligning his Toyota role with responsibilities as Chairman of JAMA and Vice Chair of Keidanren, while remaining deeply involved in industry coordination.

What position will Kenta Kon assume in Toyota Motor Corporation (TM)?

Kenta Kon will become President and Chief Executive Officer. Currently Operating Officer and Chief Financial Officer, he is set to take over internal company management, and, after shareholder approval, serve as President, representative director, Operating Officer, and CEO on Toyota’s Board of Directors.

When will Toyota Motor Corporation’s (TM) board changes become effective?

Board changes become effective on the date of the 122nd Ordinary General Shareholders’ Meeting. At that meeting, appointments of board members are subject to shareholder approval, followed by a board meeting that formally assigns titles and representative director status within Toyota’s governance structure.

Will Koji Sato remain on Toyota Motor Corporation’s (TM) Board of Directors?

Koji Sato will resign his board position after the 122nd Ordinary General Shareholders’ Meeting. Following that meeting, he will serve as Vice Chairman and Chief Industry Officer, while stepping down from his role as a member of the Board of Directors and representative director.

How was the new leadership structure at Toyota Motor Corporation (TM) determined?

The structure was proposed by Toyota’s Executive Appointment Meeting and approved by the Board. This committee, including two independent outside directors and one internal director, reviews top management candidates from a long-term perspective before the Board and shareholders formally decide director elections.

How many Toyota common shares does Kenta Kon own according to the filing?

Kenta Kon owns 69,432 Toyota common shares as of February 5, 2026. This shareholding reflects his alignment with shareholder interests as he prepares to assume the roles of President and Chief Executive Officer under the newly announced leadership structure.