Toyota raises FY2027 operating profit outlook to ¥3.9T

Q: How much did TM earn in the first half of FY2027?

Net income attributable to Toyota Motor Corporation was ¥2,236.4 billion for the six months ended September 30, 2026, up 26.1% from the first half of FY2026. Sales revenue was ¥26,962.4 billion, up 9.5%.

Q: What is TM's FY2027 forecast for income and dividends?

Toyota's FY2027 operating-income forecast is ¥3,900 billion, up from its previous forecast of ¥3,400 billion. Its net-income-attributable forecast is ¥3,570 billion and its sales-revenue forecast is ¥53,500 billion. The full-year dividend forecast is ¥100 per common share, compared with ¥95 in FY2026.

Q: How many shares of common stock will TM retire?

Toyota resolved to retire 1,200,000,000 shares of common stock. Retirement is scheduled for the last day of the fiscal quarter in which repurchases under board resolutions dated August 4, 2026 and November 5, 2026 are completed.

Toyota's revised FY2027 outlook raises operating income while lowering sales revenue; its full-year dividend forecast is ¥100 per share.

Available on EDGAR 11/05/2026 - 06:06 AM EST Accepted by SEC EDGAR 11/05/2026 - 06:04 AM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

6-K

Rhea-AI Filing Summary

Toyota Motor Corporation (TM) reported FY2027 first-half sales revenue of ¥26,962.4 billion, up 9.5% year over year, and operating income of ¥2,191.1 billion, up 9.2%. Net income attributable to Toyota rose 26.1% to ¥2,236.4 billion. Operating cash flow was ¥1,603.9 billion, down ¥1,340.6 billion from the prior-year half, while cash and cash equivalents fell 25.1% to ¥9,484.4 billion at September 30, 2026.

Toyota raised its FY2027 operating-income forecast to ¥3,900 billion from ¥3,400 billion and its attributable-net-income forecast to ¥3,570 billion from ¥3,250 billion, while lowering its sales-revenue forecast to ¥53,500 billion from ¥54,000 billion. The full-year dividend forecast is ¥100 per common share versus ¥95 in FY2026. Toyota increased its share-repurchase authorization by ¥300 billion to up to ¥1,300 billion for FY2027 and resolved to retire 1,200,000,000 shares of common stock. Retirement is scheduled for the last day of the fiscal quarter in which repurchases under board resolutions dated August 4 and November 5, 2026 are completed.

Toyota lost control of Hino following the business integration, recording a ¥95.445 billion loss, and completed the sale of its shares in Toyota Industries Corporation. Organizational and executive changes are effective January 1, 2027.

4 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

Major point. Forward-looking: it has not happened yet and may not happen.FY2027 operating-income forecast increased ¥500 billion to ¥3,900 billion.
Moderate pointFirst-half revenue increased 9.5% to ¥26,962.4 billion.
Moderate pointFirst-half operating income rose 9.2% to ¥2,191.1 billion.
Moderate pointFirst-half attributable net income rose 26.1% to ¥2,236.4 billion.

Negative

Moderate pointFirst-half operating cash flow decreased ¥1,340.6 billion year over year.

Filing Explained

Toyota reports ¥3,851,890 million in treasury-stock repurchases for the six months ended September 30, 2026; reported outstanding shares were 15,794,987 thousand on March 31, 2026 and 14,594,987 thousand on September 30, 2026.

Key Figures

Sales revenue: ¥26,962.4 billion Operating income: ¥2,191.1 billion Net income attributable to Toyota Motor Corporation: ¥2,236.4 billion +5 more

8 metrics

Sales revenue ¥26,962.4 billion FY2027 first half; up 9.5% year over year

Operating income ¥2,191.1 billion FY2027 first half; up 9.2% year over year

Net income attributable to Toyota Motor Corporation ¥2,236.4 billion FY2027 first half; up 26.1% year over year

Net cash provided by operating activities ¥1,603.9 billion FY2027 first half; decreased ¥1,340.6 billion from FY2026 first half

FY2027 operating-income forecast ¥3,900 billion Raised from the previous forecast of ¥3,400 billion

FY2027 sales-revenue forecast ¥53,500 billion Reduced from the previous forecast of ¥54,000 billion

FY2027 full-year dividend forecast ¥100 per common share Compared with ¥95 per common share in FY2026

Common shares resolved for retirement 1,200,000,000 shares Retirement scheduled for the last day of the fiscal quarter in which specified repurchases are completed

Key Terms

assets held for sale, loss of control, treasury stock, comprehensive income, +1 more

5 terms

assets held for sale financial

"were reclassified as held for sale"

Assets held for sale are things a company has decided to sell and has reclassified on its balance sheet to show they are being marketed rather than used in daily operations — like putting a house on the market instead of living in it. This matters to investors because these items are measured based on expected sale proceeds (which can reveal likely gains or losses), stop being treated as regular operating assets, and signal upcoming cash inflows or a change in strategy that can affect the company’s financial health and stock value.

loss of control financial

"loss of ¥95,445 million associated with the loss of control"

treasury stock financial

"resolved to retire its treasury stock"

Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.

comprehensive income financial

"Total other comprehensive income, net of tax"

Comprehensive income is the total change in a company’s value in a reporting period that comes from everyday operations plus other gains or losses not shown on the regular profit-and-loss statement. Think of net income as the visible money earned this year and comprehensive income as that money plus hidden adjustments—such as currency swings, unrealized gains or losses on investments, and pension revaluations—that also affect shareholders’ stake and help investors see the fuller financial picture.

equity method financial

"investments accounted for using the equity method"

An equity method investment is an accounting approach used when a company owns enough of another business to influence its decisions but not control it (commonly around 20–50% ownership). Instead of counting only dividends, the investor records its share of the other company’s profits and losses on its own income statement and adjusts the investment’s value on the balance sheet—like tracking a friend’s joint project by noting your share of their gains or setbacks. For investors, this matters because it can significantly affect reported earnings, asset values, and the apparent strength of a company’s financial results.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did TM earn in the first half of FY2027?

Net income attributable to Toyota Motor Corporation was ¥2,236.4 billion for the six months ended September 30, 2026, up 26.1% from the first half of FY2026. Sales revenue was ¥26,962.4 billion, up 9.5%.

What is TM's FY2027 forecast for income and dividends?

Toyota's FY2027 operating-income forecast is ¥3,900 billion, up from its previous forecast of ¥3,400 billion. Its net-income-attributable forecast is ¥3,570 billion and its sales-revenue forecast is ¥53,500 billion. The full-year dividend forecast is ¥100 per common share, compared with ¥95 in FY2026.

How many shares of common stock will TM retire?

Toyota resolved to retire 1,200,000,000 shares of common stock. Retirement is scheduled for the last day of the fiscal quarter in which repurchases under board resolutions dated August 4, 2026 and November 5, 2026 are completed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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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 November, 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 translations of the original Japanese-language documents, as filed with the Tokyo Stock Exchange on November 5, 2026, with respect to the Changes to Organizational Structure and Executive and Senior Professional/Senior Management Employee Positions.

II.	English translations of the original Japanese-language documents, as filed with the Tokyo Stock Exchange on November 5, 2026, with respect to the registrant’s results of operations for the second quarter of FY2027 ended September 30, 2026.

III.	English translations of the second quarter of FY2027 Presentation Documents, as filed by the registrant with the Tokyo Stock Exchange on November 5, 2026.

IV.

English translations of the original Japanese-language documents, as filed with the Tokyo Stock Exchange on November 5, 2026, with respect to the Notice Concerning Partial Amendment to the Matters Relating to the Repurchase of Shares, Repurchase of Shares and Tender Offer for Own Shares, and Partial Amendment to the Matters Relating to the Retirement of Treasury Shares.

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: November 5, 2026

November 5, 2026

TMC Announces Changes to Organizational Structure and Executive

and Senior Professional/Senior Management Employee Positions

Toyota City, Japan, November 5, 2026—Toyota Motor Corporation (TMC) today announced the following organizational and executive and senior professional/senior management employee changes, effective January 1, 2027.

1.	Organizational changes

(1)

Developing people and strengthening the management foundation

●

Toyota Philosophy and Education Group (newly established)

Returning to the fundamental principle that “monozukuri (manufacturing) is about developing people,” we will establish a new Toyota Philosophy and Education Group, recognizing people development as a key management priority that will shape Toyota’s future.

Akio Toyoda, Chairman of the Board of Directors, will spearhead this initiative as head of the group, personally engaging in education to pass on to the next generation—through hands-on, practical experience—the lessons learned amid numerous challenges, as well as the Toyota philosophy, skills, and conduct inherited from our predecessors.

We will transform real-world work into a learning environment, harnessing each individual’s unique qualities to foster talent capable of thinking independently, grappling with challenges, taking on new endeavors, and acting “for the sake of others.”

●

Kanri Group (newly established)

●

General Administration & Human Resources Group (abolished)

●

Accounting Group (abolished)

Toyota will integrate and reorganize the functions of the General Administration & Human Resources Group and the Accounting Group to establish the Kanri Group.

The name “Kanri” reflects a shift away from the traditional concept of management. The Japanese character “kan” (看), meaning “to watch over,” combines the elements for “hand” and “eye,” reflecting the philosophy of closely observing, standing alongside, supporting, and at times leading colleagues at the genba.

Rather than simply managing people, resources, and finances in the traditional sense, the Kanri Group aims to make greater use of expertise in general administration, human resources, and accounting at the genba. As a service-oriented organization supporting the company, the genba, and its people, the group aims to be a cheering squad that helps colleagues find fulfillment in their work and supports them in taking on new challenges.

●

External & Public Affairs Group (reorganized)

To enhance corporate value, some public relations and IR functions will be integrated to centralize information provided to the media and investors, thereby strengthening corporate communications capabilities.

Some of the public relations functions of Toyota, Lexus International Company, and GAZOO Racing Company will be integrated to consolidate and optimize product and technology communications shared across the brands.

External affairs and research functions will be integrated to strengthen corporate intelligence capabilities to address an increasingly uncertain global environment.

(2)

Strengthening Execution Capabilities in Engineering and Business Development

●

Toyota Robotics (newly established)

Building on the engineering expertise and genba capabilities developed through its automotive business, Toyota will position robotics as a key pillar of its future business, enabling it to continue creating what people need in each era. Toyota aims to introduce robots into society not as machines that take away people’s jobs, but as partners that stand alongside them and expand their potential.

To accelerate these efforts, Toyota will establish Toyota Robotics as a company-wide organization under direct corporate oversight.

Takefumi Shiga, Operating Officer and Chief Production Officer, will also head Toyota Robotics, bringing together robotics-related expertise, personnel, and functions spread across the company. Working closely with development departments and drawing on the challenges and needs of the manufacturing genba, the organization will accelerate the practical application, commercialization, and deployment of robots on the front lines, while creating new value toward a society in which people and robots coexist.

●

Carbon Neutral Engineering Development Center (abolished)

The Carbon Neutral Engineering Development Center will be abolished, and its functions will be integrated into the Powertrain Company. The technical expertise, activities, and human resources developed by the center will be integrated into powertrain planning, advanced development, and mass production development, with a focus on hybrid systems.

This reorganization will accelerate efforts to achieve carbon neutrality by taking an integrated approach from technology exploration and development through to implementation in products and regions, helping Toyota provide customers with a diverse range of options.

●

Frontier Research Center (abolished)

The Frontier Research Center will be abolished, and its functions will be integrated into the Advanced R&D and Engineering Company and the Software Development Center. This will more closely connect the center’s research and exploration of future technologies with the organizations responsible for technology development and implementation in society.

By pursuing these research and exploration activities in conjunction with related technologies and businesses, rather than within a separate organization, Toyota will accelerate efforts to translate research outcomes into new forms of mobility and social value.

(3)

Further Advancing Regional Management

Guided by the philosophy of “management based on products and regions,” leaders who know their regions best will further advance regional management by putting customers and the genba first, thinking independently, making swift decisions, and taking action.

Toyota will appoint new CEOs for the North America, China, and Asia regions, as well as a new Business Planning & Operation President. The next generation of leaders will lead Toyota’s transformation into a mobility company in each region, while the Business Planning & Operation functions will bring together expertise and strengths across regions to support regional initiatives. This approach aims to achieve the best outcomes for each region while strengthening Toyota’s overall competitiveness.

●

India & Middle East Region (newly established)

●

East Asia & Oceania Region (newly established)

●

India-Middle East-East Asia & Oceania Region (abolished)

The India, Middle East, East Asia & Oceania Region will be divided into two new regions: the India & Middle East Region and the East Asia & Oceania Region. This will replace the existing structure covering a broad geographic area with one that allows each region to engage more closely with its local operations, taking into account differences in market conditions, stages of growth, and business challenges. The new structure will enable swift decision-making at the genba and accelerate efforts to become the best-in-town.

The India & Middle East Region will strengthen its business foundation for future growth through initiatives such as launching a new plant in India and coordinating businesses and functions within the region.

The East Asia & Oceania Region will work closely with customers and the sales and production genba in each country and region, promoting products, services, and business operations tailored to each market.

2. Executive and Senior Professional/Senior Management Employee Changes


Name	Current	New
Akio Toyoda	Chairman of the Board of Directors	Chairman of the Board of Directors Toyota Philosophy and Education Group (Chief Officer)
Takefumi Shiga	Operating Officer Chief Production Officer Production Engineering Group (Chief Officer)	Operating Officer Chief Production Officer Production Engineering Group (Chief Officer) In charge of Toyota Robotics
Takahiro Imura	Operating Officer Production Group (Chief Officer)	Senior Fellow
Tetsuo Ogawa	Operating Officer North America Region (Chief Executive Officer) Toyota Motor North America, Inc.	Senior Fellow
Tatsuro Ueda	Operating Officer China Region (Chief Executive Officer) Toyota Motor (China) Investment Co., Ltd.	Senior Fellow
Masahiko Maeda	Asia Region (Chief Executive Officer) Toyota Motor Asia	Senior Fellow
Nobuhiko Koga	Frontier Research Center (President) Toyota Central R&D Labs., Inc.	Toyota Central R&D Labs., Inc.
Chika Kako	Advanced R&D and Engineering Company (Executive Vice President) Higashi-Fuji Technical Center (General Manager)	Advanced R&D and Engineering Company (Fellow)
Isao Nakanishi	Business Development Group (Chief Officer)	Business Development Group (Chief Officer) Advanced R&D and Engineering Company (Fellow) Higashi-Fuji Technical Center (General Manager)
Motonobu Kawamura	Business Planning Div. (General Manager)	Business Planning & Operation (President)
Mark Templin	Toyota Motor North America, Inc.	North America Region (Chief Executive Officer) Toyota Motor North America, Inc.
Hiroshi Nanbu	Business Planning & Operation (President)	Toyota Motor North America, Inc.
Keiji Kaita	Carbon Neutral Engineering Development Center (President)	Toyota Motor Europe NV/SA
Sukenaga Ota	Lexus Sales and Engagement Promotion Div. (General Manager)	China Region (Chief Executive Officer) Toyota Motor (China) Investment Co., Ltd.
Masando Hashimoto	Toyota Motor Philippines Corporation	Asia Region (Chief Executive Officer) Toyota Motor Asia
Hao Tien	Asia Region (Deputy Chief Executive Officer) Sales Financial Business Group (Deputy Chief Officer) Toyota Motor Asia	Toyota Motor Asia


Masakazu Yoshimura	India, Middle East, East Asia & Oceania Region (Chief Executive Officer)	India & Middle East Region (Chief Executive Officer)
Takanori Azuma	Accounting Group (Chief Officer) India, Middle East, East Asia & Oceania Region In charge of Taiwan (Senior General Manager) In charge of Engineering Management Div.	East Asia & Oceania Region (Chief Executive Officer) In charge of Engineering Management Div. Toyota Philosophy and Education Group*
Hideki Fujii	General Administration & Human Resources Group (Fellow)	Toyota Philosophy and Education Group (Fellow)
Yoshinori Ohno	Chief Risk Officer Chief Compliance Officer General Administration & Human Resources Group (Chief Officer)	Chief Risk Officer Chief Compliance Officer Kanri Group (Chief Officer) Toyota Philosophy and Education Group*
Toshihiko Ubukata	Toyota Motor East Japan, Inc.	Kanri Group (Fellow)
Kazuaki Shingo	Advisor	Chief Quality Officer Customer First Promotion Group (Chief Officer)
Shinji Miyamoto	Chief Quality Officer Customer First Promotion Group (Chief Officer)	Customer First Promotion Group (Fellow)
Keiko Yanagi	Customer First Promotion Group (Deputy Chief Officer)	Customer First Promotion Group (Fellow)
Yoshio Nakamura	Production Group (Deputy Chief Officer)	Production Group (Chief Officer)

*	Serves as acting Chief Officer as necessary

3.	Organizational Structures as of January 1, 2027

* Denotes change to responsibility (does not include organizational name changes)

Vice Chairman


Name		Responsibility
Koji Sato		Vice Chairman Chief Industry Officer

Operating Officers


	Name	Responsibility
	Kenta Kon	President Chief Executive Officer In charge of Mobility 3.0 Office
	Hiroki Nakajima	Executive Vice President Chief Technology Officer
	Yoichi Miyazaki	Executive Vice President Chief Financial Officer
	Simon Humphries	Operating Officer Chief Branding Officer In charge of Brand Creation Office
*	Takefumi Shiga	Operating Officer Chief Production Officer Production Engineering Group (Chief Officer) In charge of Toyota Robotics

Executive Fellows / Senior Fellows


	Name	Responsibility
	Koji Kobayashi	Executive Fellow (Banto)
	Shigeki Tomoyama	Executive Fellow Japan Business Group (Chief Executive Officer)
	Gill A. Pratt	Chief Scientist and Executive Fellow for Research Toyota Research Institute, Inc.
*	Takahiro Imura	Senior Fellow
	Masashi Asakura	Senior Fellow
*	Tetsuo Ogawa	Senior Fellow
*	Tatsuro Ueda	Senior Fellow
*	Masahiko Maeda	Senior Fellow

CxOs


CxO		Name
Chief Industry Officer		Koji Sato
Chief Executive Officer		Kenta Kon
Chief Technology Officer		Hiroki Nakajima
Chief Financial Officer		Yoichi Miyazaki
Chief Branding Officer		Simon Humphries
Chief Production Officer		Takefumi Shiga
Chief Risk Officer		Yoshinori Ohno
Deputy Chief Risk Officer		Christopher Yang
Chief Compliance Officer		Yoshinori Ohno
Deputy Chief Compliance Officer		Christopher Yang
Chief Quality Officer		* Kazuaki Shingo

In-house Companies


Company	President	Executive Vice President	Fellow
Advanced R&D and Engineering Company	Hirofumi Inoue	—	* Chika Kako * Isao Nakanishi
Software Development Center	Akihiro Sarada	Toshihiro Izumi (Yoshifumi Kato / DENSO Corporation)	Koichi Shirozu Kenichi Murata
Vehicle Development Center	Takahiro Ishijima	—	Kiyoto Morimoto Satoshi Mikutsu
Toyota Compact Car Company	Tsukasa Takahashi	—	—
Mid-size Vehicle Company	Yasushi Ueda	—	—
CV Company	Takanori Kimata	—	—
Lexus International Co.	Takashi Watanabe	—	—
Powertrain Company	Takashi Uehara	—	—
GAZOO Racing Company	Tomoya Takahashi	—	—

Regions


Region	Chief Executive Officer / Chief Officer	Deputy Chief Executive Officer / Deputy Chief Officer
Business Planning & Operation	* Motonobu Kawamura (President)	—
North America Region	* Mark Templin	—
Europe Region	Yoshihiro Nakata	—
Japan Business Group	Shigeki Tomoyama	Kenichi Kitaaki Yasuhiro Arima
China Region	* Sukenaga Ota	—
Asia Region	* Masando Hashimoto	—
* India & Middle East Region	* Masakazu Yoshimura	—
* East Asia & Oceania Region	* Takanori Azuma	—
Latin America & Caribbean Region	Rafael Chang	—

Business Groups


Business Group	Chief Officer	Deputy Chief Officer	Fellow
Hydrogen Factory	Mitsumasa Yamagata (President)	—	—
TPS Group	Ryuji Aiba	—	—
Business Development Group	Isao Nakanishi	—	—
External & Public Affairs Group	Hiroyuki Ueda	Yoji Matsuyama	Yutaka Shimazaki
* Toyota Philosophy and Education Group	* Akio Toyoda	—	* Hideki Fujii
* Kanri Group	* Yoshinori Ohno	—	* Toshihiko Ubukata
Digital Information and Communication Group	Keiji Yamamoto	Toshiyuki Hibi Hideharu Matsuoka	—
Sales Financial Business Group	Hiroyoshi Korosue	—	—
Purchasing Group	Kazunari Kumakura	Arata Ito	—
Customer First Promotion Group	* Kazuaki Shingo	Koichi Ito	* Shinji Miyamoto * Keiko Yanagi
Production Engineering Group	Takefumi Shiga	Motoki Watanabe	—
Production Group	Yoshio Nakamura	—	—
Head Office	—	—	Yoshiyuki Yamashita Shigehisa Kitazawa

FINANCIAL SUMMARY

(All financial information has been prepared in accordance with IFRS Accounting Standards)

FY2027 Semi-Annual

(April 1, 2026 through September 30, 2026)

English translation from the original Japanese-language document

TOYOTA MOTOR CORPORATION

FY2027 Semi-Annual Consolidated Financial Results

(All financial information has been prepared in accordance with IFRS Accounting Standards)

English translation from the original Japanese-language document

November 5, 2026


Company name	:	Toyota Motor Corporation
Stock exchanges on which the shares are listed	:	Tokyo and Nagoya Stock Exchanges in Japan
Code number	:	7203
URL	:	https://global.toyota/jp/
Representative	:	Kenta Kon, President
Contact person	:	Katsuhiro Mori, General Manager, Accounting Division Tel. (0565)28-2121
Filing date of semi-annual securities report	:	November 12, 2026
Payment date of cash dividends	:	November 26, 2026
Supplemental materials prepared for financial results	:	yes
Earnings announcement for financial results	:	yes

(Amounts are rounded to the nearest million yen)

1.	Consolidated Results for FY2027 First Half (April 1, 2026 through September 30, 2026)

(1)	Consolidated financial results (For the six months ended September 30)


	(% of change from previous first half)
	Sales revenues				Operating income				Income before income taxes				Net income				Net income attributable to Toyota Motor Corporation				Comprehensive income
	Million yen		%		Million yen		%		Million yen		%		Million yen		%		Million yen		%		Million yen		%
FY2027 first half		26,962,462		9.5		2,191,124		9.2		2,954,403		19.2		2,305,496		24.9		2,236,446		26.1		2,173,301		-7.4
FY2026 first half		24,630,753		5.8		2,005,692		-18.6		2,478,127		-9.3		1,845,135		-1.1		1,773,426		-7.0		2,348,135		45.5


	Earnings per share attributable to Toyota Motor Corporation – Basic		Earnings per share attributable to Toyota Motor Corporation – Diluted
	Yen		Yen
FY2027 first half		185.97		185.97
FY2026 first half		136.07		136.07

(2)	Consolidated financial position


	Total assets		Total shareholders’ equity		Toyota Motor Corporation shareholders’ equity		Ratio of Toyota Motor Corporation shareholders’ equity
	Million yen		Million yen		Million yen		%
FY2027 first half		101,980,759		38,306,382		37,447,031		36.7
FY2026		105,522,331		41,020,068		39,918,854		37.8

2.	Cash Dividends


	Annual cash dividends per common share
	End of first quarter		End of second quarter		End of third quarter		Year-end		Total
	Yen		Yen		Yen		Yen		Yen
FY2026		—		45.00		—		50.00		95.00
FY2027		—		50.00
FY2027 (forecast)						—		50.00		100.00


(Note)		Revisions to the forecast of cash dividends since the latest announcement: none

3.	Forecast of Consolidated Results for FY2027 (April 1, 2026 through March 31, 2027)


	(% of change from FY2026)
	Sales revenues				Operating income				Income before income taxes				Net income attributable to Toyota Motor Corporation				Earnings per share attributable to Toyota Motor Corporation – Basic
	Million yen		%		Million yen		%		Million yen		%		Million yen		%		Yen
Full-year		53,500,000		5.6		3,900,000		3.6		4,960,000		-3.7		3,570,000		-7.2	299.95


(Note)		Revisions to the forecast of consolidated results since the latest announcement: yes

Notes

(1)	Significant changes in the scope of consolidation during the period: yes

Excluded: 70 companies (Hino Motors, Ltd. and its consolidated subsidiaries)

(2)	Changes in accounting policies and changes in accounting estimates

(i)

Changes in accounting policies required by IFRS Accounting Standards: none

(ii)

Changes other than (2)-(i) above: none

(iii)

Changes in accounting estimates: none

(3)	Number of shares issued and outstanding (common stock)

(i)

Number of shares issued and outstanding at the end of each period (including treasury stock):

FY2027 first half 14,594,987,460 shares, FY2026 15,794,987,460 shares

(ii)

Number of treasury stock at the end of each period:

FY2027 first half 2,816,740,147 shares, FY2026 2,761,602,986 shares

(iii)

Average number of shares issued and outstanding in each period:

FY2027 first half 12,025,798,623 shares, FY2026 first half 13,033,161,110 shares

(Note)

Toyota Motor Corporation has adopted a share-based compensation plan using a Stock-Granting Employee Stock Ownership Plan (ESOP) Trust. Toyota Motor Corporation shares held by the Trust are included in both the number of shares of treasury stock at the end of the fiscal period, as well as the shares of treasury stock to be deducted when calculating the average number of shares during the period.

These semi-annual consolidated financial results are not subject to certified public accountant’s or audit firm’s review.

Cautionary Statement with Respect to Forward-Looking Statements, and Other Information

This report contains forward-looking statements that reflect the plans and expectations of Toyota Motor Corporation and its consolidated subsidiaries (“Toyota”). These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Toyota’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. These factors include, but are not limited to: (i) changes in economic conditions, market demand, and the competitive environment affecting the automotive markets in Japan, North America, Europe, Asia and other markets in which Toyota operates; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar, the euro, the Australian dollar, the Canadian dollar and the British pound, fluctuations in stock prices, and interest rates fluctuations; (iii) changes in funding environment in financial markets and increased competition in the financial services industry; (iv) Toyota’s ability to market and distribute effectively; (v) Toyota’s ability to realize production efficiencies and to implement capital expenditures at the levels and times planned by management; (vi) changes in the laws and regulations, as well as other government actions, in the markets in which Toyota operates that affect Toyota’s operations, particularly laws, regulations and government actions relating to vehicle safety including remedial measures such as recalls, environmental protection, vehicle emissions and vehicle fuel economy, and tariffs and other trade policies, as well as current and future litigation and other legal proceedings, government proceedings and investigations; (vii) political and economic instability in the markets in which Toyota operates; (viii) Toyota’s ability to timely develop and achieve market acceptance of new products that meet customer demand; (ix) any damage to Toyota’s brand image; (x) Toyota’s reliance on various suppliers for the provision of supplies; (xi) increases in prices of raw materials; (xii) Toyota’s reliance on various digital and information technologies, as well as information security; (xiii) fuel shortages or interruptions in electricity, transportation systems, labor strikes, work stoppages or other interruptions to, or difficulties in, the employment of labor in the major markets where Toyota purchases materials, components and supplies for the production of its products or where its products are produced, distributed or sold; (xiv) the impact of natural calamities, epidemics, political and economic instability, fuel shortages or interruptions in social infrastructure, wars, terrorism and labor strikes, including their negative effect on Toyota’s vehicle production and sales; (xv) the impact of climate change and the transition towards a low-carbon economy; and (xvi) the ability of Toyota to hire or retain sufficient human resources.

A discussion of these and other factors which may affect Toyota’s actual results, performance, achievements or financial position is contained in Toyota Motor Corporation’s annual report on Form 20-F, which is on file with the United States Securities and Exchange Commission.

In order to convey top management’s aspirations and the company’s direction to all those whose lives are touched by Toyota, Toyota communicates what Toyota is really like through “Toyota Times.”

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TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

TABLE OF CONTENTS


Financial Results and Position			2
1. Consolidated Financial Results for FY2027 First Half			2
2. Consolidated Financial Position for FY2027 First Half			4
Unaudited Condensed Semi-Annual Consolidated Financial Statements			5
1. Unaudited Condensed Semi-Annual Consolidated Statement of Financial Position			5
2. Unaudited Condensed Semi-Annual Consolidated Statement of Income and Unaudited Condensed Semi-Annual Consolidated Statement of Comprehensive Income			7
3. Unaudited Condensed Semi-Annual Consolidated Statement of Changes in Equity			9
4. Unaudited Condensed Semi-Annual Consolidated Statement of Cash Flows			10
5. Notes to Unaudited Condensed Semi-Annual Consolidated Financial Statements			11
(1) Going Concern Assumption			11
(2) Segment Information			12
(3) Assets Held for Sale			15
(4) Significant Subsequent Events			16

Supplemental Material for Financial Results for FY2027 First Half

—1—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

Financial Results and Position

1. Consolidated Financial Results for FY2027 First Half

Financial Results

Consolidated vehicle unit sales in Japan and overseas decreased by 25 thousand units, or 0.5%, to 4,758 thousand units in FY2027 first half (the first half ended September 30, 2026) compared with FY2026 first half (the first half ended September 30, 2025). Vehicle unit sales in Japan increased by 54 thousand units, or 5.6%, to 1,024 thousand units in FY2027 first half compared with FY2026 first half. Meanwhile, overseas vehicle unit sales decreased by 79 thousand units, or 2.1%, to 3,734 thousand units in FY2027 first half compared with FY2026 first half.

The results of operations for FY2027 first half were as follows:


Sales revenues	26,962.4 billion yen	(an increase of 2,331.7 billion yen or 9.5% compared with FY2026 first half)

Operating income	2,191.1 billion yen	(an increase of 185.4 billion yen or 9.2% compared with FY2026 first half)

Income before income taxes	2,954.4 billion yen	(an increase of 476.2 billion yen or 19.2% compared with FY2026 first half)

Net income attributable to Toyota Motor Corporation	2,236.4 billion yen	(an increase of 463.0 billion yen or 26.1% compared with FY2026 first half)

The changes in operating income were as follows:


Marketing efforts		an increase of 165.0 billion yen

Effects of changes in exchange rates		an increase of 685.0 billion yen

Cost reduction efforts		a decrease of 340.0 billion yen

Increase or decrease in expenses and expense reduction efforts		a decrease of 20.0 billion yen

Other		a decrease of 304.6 billion yen

—2—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

Segment Operating Results

(1) Automotive:

Sales revenues for the automotive operations segment increased by 1,880.5 billion yen, or 8.5%, to 23,981.1 billion yen in FY2027 first half compared with FY2026 first half, and operating income increased by 112.7 billion yen, or 7.6%, to 1,598.2 billion yen in FY2027 first half compared with FY2026 first half. The increase in operating income was mainly due to the effects of changes in exchange rates.

(2) Financial services:

Sales revenues for the financial services operations segment increased by 431.7 billion yen, or 18.5%, to 2,762.0 billion yen in FY2027 first half compared with FY2026 first half, and operating income increased by 21.9 billion yen, or 4.9%, to 472.3 billion yen in FY2027 first half compared with FY2026 first half. The increase in operating income was mainly due to increase in loan balance.

(3) All other:

Sales revenues for all other businesses increased by 203.0 billion yen, or 27.6%, to 938.9 billion yen in FY2027 first half compared with FY2026 first half, and operating income increased by 60.1 billion yen, or 87.3%, to 129.0 billion yen in FY2027 first half compared with FY2026 first half.

Geographic Information

(1) Japan:

Sales revenues in Japan increased by 1,239.2 billion yen, or 11.8%, to 11,752.5 billion yen in FY2027 first half compared with FY2026 first half, and operating income increased by 136.2 billion yen, or 12.2%, to 1,253.3 billion yen in FY2027 first half compared with FY2026 first half. The increase in operating income was mainly due to the effects of changes in exchange rates.

(2) North America:

Sales revenues in North America increased by 1,453.6 billion yen, or 13.9%, to 11,922.1 billion yen in FY2027 first half compared with FY2026 first half, and operating income increased by 234.0 billion yen to 166.1 billion yen in FY2027 first half compared with FY2026 first half. The increase in operating income was mainly due to the decrease in expenses and expense reduction efforts.

(3) Europe:

Sales revenues in Europe increased by 609.1 billion yen, or 19.4%, to 3,755.6 billion yen in FY2027 first half compared with FY2026 first half, and operating income increased by 18.4 billion yen, or 9.2%, to 219.2 billion yen in FY2027 first half compared with FY2026 first half. The increase in operating income was mainly due to marketing efforts.

(4) Asia:

Sales revenues in Asia increased by 225.8 billion yen, or 5.1%, to 4,677.3 billion yen in FY2027 first half compared with FY2026 first half. However, operating income decreased by 7.1 billion yen, or 1.6%, to 437.1 billion yen in FY2027 first half compared with FY2026 first half. The decrease in operating income was mainly due to the increase in expenses and others.

(5) Other (Central and South America, Oceania, Africa and the Middle East):

Sales revenues in other regions increased by 331.0 billion yen, or 14.2%, to 2,658.2 billion yen in FY2027 first half compared with FY2026 first half. However, operating income decreased by 0.9 billion yen, or 0.5%, to 200.9 billion yen in FY2027 first half compared with FY2026 first half. The decrease in operating income was mainly due to the effects of marketing activities.

—3—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

2. Consolidated Financial Position for FY2027 First Half

Financial Position

The financial position for FY2027 first half was as follows:

Total assets decreased by 3,541.5 billion yen, or 3.4%, to 101,980.7 billion yen at the end of FY2027 first half compared with the end of FY2026. Liabilities decreased by 827.8 billion yen, or 1.3%, to 63,674.3 billion yen at the end of FY2027 first half compared with the end of FY2026. Shareholders’ equity decreased by 2,713.6 billion yen, or 6.6%, to 38,306.3 billion yen at the end of FY2027 first half compared with the end of FY2026.

Overview of Cash Flow

Cash and cash equivalents decreased by 3,175.1 billion yen, or 25.1%, to 9,484.4 billion yen at the end of FY2027 first half compared with the end of FY2026.

The increases or decreases for each cash flow activity compared with FY2026 first half are as follows:

Cash flows from operating activities

Net cash flows from operating activities resulted in an increase in cash by 1,603.9 billion yen for FY2027 first half. Net cash provided by operating activities decreased by 1,340.6 billion yen from 2,944.6 billion yen for FY2026 first half.

Cash flows from investing activities

Net cash flows from investing activities resulted in a decrease in cash by 535.3 billion yen for FY2027 first half. Net cash used in investing activities decreased by 2,982.2 billion yen from 3,517.5 billion yen for FY2026 first half.

Cash flows from financing activities

Net cash flows from financing activities resulted in a decrease in cash by 4,207.8 billion yen for FY2027 first half. Net cash used in financing activities increased by 3,845.8 billion yen from 362.0 billion yen for FY2026 first half.

—4—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

Unaudited Condensed Semi-Annual Consolidated Financial Statements

1. Unaudited Condensed Semi-Annual Consolidated Statement of Financial Position


	Yen in millions
	March 31, 2026			September 30, 2026
Assets
Current assets
Cash and cash equivalents		12,659,622			9,484,484
Trade accounts and other receivables		3,795,986			3,992,002
Receivables related to financial services		13,478,474			13,803,471
Other financial assets		3,982,445			4,742,012
Inventories		5,134,996			5,502,113
Income tax receivable		235,425			256,847
Other current assets		1,520,330			1,602,353

Subtotal		40,807,277			39,383,283

Assets held for sale		2,016,804			—

Total current assets		42,824,081			39,383,283

Non-current assets
Investments accounted for using the equity method		5,342,548			5,479,308
Receivables related to financial services		25,488,182			25,796,075
Other financial assets		11,135,799			10,625,490
Property, plant and equipment
Land		1,351,625			1,353,576
Buildings		6,284,907			6,665,074
Machinery and equipment		17,509,377			17,462,542
Vehicles and equipment on operating leases		9,705,647			9,920,198
Construction in progress		1,719,808			1,476,037

Total property, plant and equipment, at cost		36,571,364			36,877,427

Less - Accumulated depreciation and impairment losses		(19,504,000	)		(19,727,538	)

Total property, plant and equipment, net		17,067,365			17,149,889

Right of use assets		901,232			872,524
Intangible assets		1,392,755			1,314,755
Deferred tax assets		555,596			557,933
Other non-current assets		814,773			801,502

Total non-current assets		62,698,250			62,597,476

Total assets		105,522,331			101,980,759

—5—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary


	Yen in millions
	March 31, 2026			September 30, 2026
Liabilities
Current liabilities
Trade accounts and other payables		5,856,945			5,892,462
Short-term and current portion of long-term debt		17,581,104			17,554,663
Accrued expenses		2,112,571			2,049,839
Other financial liabilities		2,384,008			2,488,148
Income taxes payable		711,675			542,097
Liabilities for quality assurance		2,097,943			2,152,345
Provisions		431,191			501,524
Other current liabilities		1,735,034			1,818,514

Subtotal		32,910,472			32,999,592

Liabilities directly associated with assets held for sale		694,547			—

Total current liabilities		33,605,019			32,999,592

Non-current liabilities
Long-term debt		25,624,365			25,645,156
Other financial liabilities		1,157,413			1,177,630
Retirement benefit liabilities		1,022,483			993,367
Deferred tax liabilities		1,584,505			1,267,270
Provisions		498,463			544,972
Other non-current liabilities		1,010,015			1,046,388

Total non-current liabilities		30,897,244			30,674,784

Total liabilities		64,502,263			63,674,377

Shareholders’ equity
Common stock		397,050			397,050
Additional paid-in capital		456,742			367,024
Retained earnings		38,709,858			38,539,051
Other components of equity		4,544,019			3,986,585
Other comprehensive income associated with assets held for sale		266,596			—
Treasury stock		(4,455,410	)		(5,842,678	)

Total Toyota Motor Corporation shareholders’ equity		39,918,854			37,447,031

Non-controlling interests		1,101,214			859,351

Total shareholders’ equity		41,020,068			38,306,382

Total liabilities and shareholders’ equity		105,522,331			101,980,759

—6—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

2. Unaudited Condensed Semi-Annual Consolidated Statement of Income and

Unaudited Condensed Semi-Annual Consolidated Statement of Comprehensive Income

Unaudited Condensed Semi-Annual Consolidated Statement of Income


	Yen in millions
	For the first half ended September 30, 2025			For the first half ended September 30, 2026
Sales revenues
Sales of products		22,324,109			24,231,768
Financial services		2,306,644			2,730,695

Total sales revenues		24,630,753			26,962,462

Costs and expenses
Cost of products sold		19,001,590			20,465,943
Cost of financial services		1,464,512			1,826,024
Selling, general and administrative		2,158,959			2,479,372

Total costs and expenses		22,625,061			24,771,338

Operating income		2,005,692			2,191,124

Share of profit (loss) of investments accounted for using the equity method		272,624			358,362
Other finance income		292,746			1,007,861
Other finance costs		(25,010	)		(492,457	)
Foreign exchange gain (loss), net		(52,787	)		(145,384	)
Other income (loss), net		(15,138	)		34,897

Income before income taxes		2,478,127			2,954,403

Income tax expense		632,993			648,907

Net income		1,845,135			2,305,496

Net income attributable to
Toyota Motor Corporation		1,773,426			2,236,446
Non-controlling interests		71,709			69,050

Net income		1,845,135			2,305,496


	Yen
Earnings per share attributable to Toyota Motor Corporation
Basic		136.07			185.97

Diluted		136.07			185.97

—7—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

Unaudited Condensed Semi-Annual Consolidated Statement of Comprehensive Income


	Yen in millions
	For the first half ended September 30, 2025			For the first half ended September 30, 2026
Net income		1,845,135			2,305,496
Other comprehensive income, net of tax
Items that will not be reclassified to profit (loss)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		391,463			186,239
Remeasurements of defined benefit plans		(9,750	)		(9,078	)
Share of other comprehensive income of equity method investees		(13,531	)		26,402

Total of items that will not be reclassified to profit (loss)		368,181			203,563

Items that may be reclassified subsequently to profit (loss)
Exchange differences on translating foreign operations		182,985			(333,335	)
Net changes in revaluation of financial assets measured at fair value through other comprehensive income		27,957			(61,366	)
Share of other comprehensive income of equity method investees		(76,123	)		58,944

Total of items that may be reclassified subsequently to profit (loss)		134,819			(335,758	)

Total other comprehensive income, net of tax		503,001			(132,195	)

Comprehensive income		2,348,135			2,173,301

Comprehensive income for the period attributable to
Toyota Motor Corporation		2,258,145			2,117,333
Non-controlling interests		89,990			55,968

Comprehensive income		2,348,135			2,173,301

—8—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

3. Unaudited Condensed Semi-Annual Consolidated Statement of Changes in Equity

For the first half ended September 30, 2025


	Yen in millions
	Common stock		Additional paid-in capital			Retained earnings			Other components of equity			Treasury stock			Toyota Motor Corporation shareholders’ equity			Non- controlling interests			Total shareholders’ equity
Balances at April 1, 2025		397,050		492,368			35,841,218			3,610,133			(4,415,943	)		35,924,826			954,088			36,878,913

Comprehensive income
Net income		—		—			1,773,426			—			—			1,773,426			71,709			1,845,135
Other comprehensive income, net of tax		—		—			—			484,719			—			484,719			18,281			503,001

Total comprehensive income		—		—			1,773,426			484,719			—			2,258,145			89,990			2,348,135

Transactions with owners and other
Dividends paid		—		—			(652,446	)		—			—			(652,446	)		(95,069	)		(747,515	)
Repurchase of treasury stock		—		—			—			—			(39,959	)		(39,959	)		—			(39,959	)
Reissuance of treasury stock		—		1,358			—			—			508			1,866			—			1,866
Equity transactions and other		—		(312	)		—			—			—			(312	)		15,826			15,514

Total transactions with owners and other		—		1,046			(652,446	)		—			(39,451	)		(690,852	)		(79,242	)		(770,095	)

Reclassification to retained earnings		—		—			99,619			(99,619	)		—			—			—			—

Balances at September 30, 2025		397,050		493,414			37,061,816			3,995,233			(4,455,394	)		37,492,119			964,835			38,456,954

For the first half ended September 30, 2026


	Yen in millions
	Common stock		Additional paid-in capital			Retained earnings			Other components of equity			Other comprehensive income associated with assets held for sale			Treasury stock			Toyota Motor Corporation shareholders’ equity			Non- controlling interests			Total shareholders’ equity
Balances at April 1, 2026		397,050		456,742			38,709,858			4,544,019			266,596			(4,455,410	)		39,918,854			1,101,214			41,020,068

Comprehensive income
Net income		—		—			2,236,446			—			—			—			2,236,446			69,050			2,305,496
Other comprehensive income, net of tax (Note 1)		—		—			—			(119,113	)		—			—			(119,113	)		(13,082	)		(132,195	)

Total comprehensive income		—		—			2,236,446			(119,113	)		—			—			2,117,333			55,968			2,173,301

Transactions with owners and other
Dividends paid		—		—			(651,697	)		—			—			—			(651,697	)		(59,996	)		(711,692	)
Repurchase of treasury stock		—		—			—			—			—			(3,851,890	)		(3,851,890	)		—			(3,851,890	)
Reissuance of treasury stock		—		1,662			—			—			—			1,129			2,791			—			2,791
Retirement of treasury stock (Note 3)		—		(3,019	)		(2,460,473	)		—			—			2,463,492			—			—			—
Equity transactions and other (Note 1,2)		—		(88,361	)		—			—			—			—			(88,361	)		(237,835	)		(326,196	)

Total transactions with owners and other		—		(89,718	)		(3,112,169	)		—			—			(1,387,268	)		(4,589,156	)		(297,831	)		(4,886,987	)

Reclassification to retained earnings (Note 1)		—		—			704,916			(704,916	)		—			—			—			—			—

Transfer from other comprehensive income associated with assets held for sale (Note 1)		—		—			—			266,596			(266,596	)		—			—			—			—

Balances at September 30, 2026		397,050		367,024			38,539,051			3,986,585			—			(5,842,678	)		37,447,031			859,351			38,306,382

(Note 1)

The change primarily includes the impact of the disposition of shares in Toyota Industries Corporation and the deconsolidation of Hino Motors, Ltd.

(Note 2)

The change primarily includes the impact of the acquisition of shares in Toyota Motor Hamura, Inc.

(Note 3)

The change includes a reclassification from retained earnings to additional paid-in capital.

—9—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

4. Unaudited Condensed Semi-Annual Consolidated Statement of Cash Flows


	Yen in millions
	For the first half ended September 30, 2025			For the first half ended September 30, 2026
Cash flows from operating activities
Net income		1,845,135			2,305,496
Depreciation and amortization		1,131,414			1,288,088
Interest income and interest costs related to financial services, net		(392,440	)		(439,802	)
Share of profit (loss) of investments accounted for using the equity method		(272,624	)		(358,362	)
Income tax expense		632,993			648,907
Changes in operating assets and liabilities, and other		(232,255	)		(1,612,553	)
Interest received		1,339,585			1,499,811
Dividends received		295,880			310,356
Interest paid		(805,043	)		(903,058	)
Income taxes paid, net of refunds		(598,035	)		(1,134,959	)

Net cash provided by (used in) operating activities		2,944,609			1,603,924

Cash flows from investing activities
Additions to fixed assets excluding equipment leased to others		(957,692	)		(899,729	)
Additions to equipment leased to others		(1,405,941	)		(1,490,212	)
Proceeds from sales of fixed assets excluding equipment leased to others		15,008			14,790
Proceeds from sales of equipment leased to others		686,709			788,953
Additions to intangible assets		(151,495	)		(145,344	)
Additions to public and corporate bonds and stocks		(1,233,188	)		(2,395,036	)
Proceeds from sales of public and corporate bonds and stocks and upon maturity of public and corporate bonds		1,919,732			4,880,576
Other, net		(2,390,660	)		(1,289,322	)

Net cash provided by (used in) investing activities		(3,517,528	)		(535,325	)

Cash flows from financing activities
Increase (decrease) in short-term debt		(249,899	)		(64,601	)
Proceeds from long-term debt		6,061,836			7,111,557
Payments of long-term debt		(5,404,003	)		(6,540,060	)
Dividends paid to Toyota Motor Corporation common shareholders		(652,446	)		(651,697	)
Dividends paid to non-controlling interests		(95,069	)		(59,996	)
Repurchase of treasury stock		(39,959	)		(3,851,890	)
Other, net		17,474			(151,187	)

Net cash provided by (used in) financing activities		(362,065	)		(4,207,873	)

Effect of exchange rate changes on cash and cash equivalents		65,502			(35,865	)

Net increase (decrease) in cash and cash equivalents		(869,482	)		(3,175,138	)

Cash and cash equivalents at beginning of period		8,982,404			12,659,622

Cash and cash equivalents at end of period		8,112,922			9,484,484

—10—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

5. Notes to Unaudited Condensed Semi-Annual Consolidated Financial Statements

(1) Going Concern Assumption

None

—11—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

(2) Segment Information

(i) Outline of reporting segments

The operating segments reported below are the segments of Toyota for which separate financial information is available and for which operating income/loss amounts are evaluated regularly by executive management in deciding how to allocate resources and in assessing performance.

The major portions of Toyota’s operations on a worldwide basis are derived from the Automotive and Financial services business segments. The Automotive segment designs, manufactures and distributes sedans, minivans, compact cars, SUVs, trucks and related parts and accessories. The Financial services segment consists primarily of financing and vehicle leasing operations to assist in the merchandising of Toyota’s products as well as other products. The All other segment includes telecommunications and other businesses.

(ii) Segment operating results

For the first half ended September 30, 2025:


	Yen in millions
	Automotive		Financial services		All other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		22,000,056		2,306,644		324,053		—			24,630,753
Inter-segment revenues and transfers		100,504		23,689		411,793		(535,985	)		—

Total		22,100,559		2,330,333		735,846		(535,985	)		24,630,753
Operating expenses		20,615,083		1,879,874		666,986		(536,882	)		22,625,061

Operating income (loss)		1,485,476		450,459		68,861		896			2,005,692

For the first half ended September 30, 2026:


	Yen in millions
	Automotive		Financial services		All other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		23,865,191		2,730,695		366,577		—			26,962,462
Inter-segment revenues and transfers		115,940		31,378		572,341		(719,658	)		—

Total		23,981,130		2,762,072		938,918		(719,658	)		26,962,462
Operating expenses		22,382,927		2,289,692		809,912		(711,193	)		24,771,338

Operating income (loss)		1,598,203		472,381		129,006		(8,465	)		2,191,124

Accounting policies applied by each segment are in conformity with those of Toyota’s condensed semi-annual consolidated financial statements. Transfers between industry segments are made at individually negotiated prices.

—12—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

(iii) Geographic information

For the first half ended September 30, 2025:


	Yen in millions
	Japan		North America			Europe		Asia		Other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		5,155,251		10,284,525			3,039,153		3,895,951		2,255,874		—			24,630,753
Inter-segment revenues and transfers		5,358,041		183,985			107,361		555,573		71,331		(6,276,291	)		—

Total		10,513,292		10,468,510			3,146,514		4,451,524		2,327,204		(6,276,291	)		24,630,753
Operating expenses		9,396,132		10,536,375			2,945,768		4,007,238		2,125,276		(6,385,728	)		22,625,061

Operating income (loss)		1,117,161		(67,865	)		200,746		444,285		201,928		109,436			2,005,692

For the first half ended September 30, 2026:


	Yen in millions
	Japan		North America		Europe		Asia		Other		Inter-segment Elimination/ Unallocated Amount			Consolidated
Sales revenues
Revenues from external customers		5,296,528		11,753,152		3,627,093		3,696,800		2,588,891		—			26,962,462
Inter-segment revenues and transfers		6,456,062		168,993		128,538		980,551		69,362		(7,803,507	)		—

Total		11,752,590		11,922,145		3,755,631		4,677,350		2,658,253		(7,803,507	)		26,962,462
Operating expenses		10,499,207		11,755,957		3,536,427		4,240,179		2,457,267		(7,717,698	)		24,771,338

Operating income (loss)		1,253,383		166,188		219,204		437,171		200,986		(85,808	)		2,191,124

“Other” consists of Central and South America, Oceania, Africa and the Middle East.

The above amounts are aggregated by region based on the location of the country where Toyota Motor Corporation or consolidated subsidiaries are located. Transfers between geographic areas are made at individually negotiated prices.

—13—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

(iv) Sales revenues by location of external customers


	Yen in millions
	For the first half ended September 30,
	2025		2026
Japan		3,739,050		3,836,002
North America		10,321,494		11,803,198
Europe		3,004,242		3,580,968
Asia		3,865,728		3,855,319
Other		3,700,239		3,886,975

Total		24,630,753		26,962,462

“Other” consists of Central and South America, Oceania, Africa and the Middle East, etc.

—14—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

(3) Assets Held for Sale

(i) The business integration of Mitsubishi Fuso Truck and Bus Corporation and Hino Motors, Ltd.

At the end of the year ended March 31, 2026, the assets, liabilities, and related other comprehensive income of Hino Motors, Ltd. (“Hino”) (automotive segment) and its consolidated subsidiaries were reclassified as held for sale, and were presented as assets held for sale, liabilities directly associated with assets held for sale, and other comprehensive income associated with assets held for sale. For the first half ended September 30, 2026, Toyota lost control of Hino as a result of the business integration. The loss of ¥95,445 million associated with the loss of control is included in “Other finance costs” in the condensed semi-annual consolidated statement of income.

(ii) Review of capital relationship with Toyota Industries Corporation

At the end of the year ended March 31, 2026, Toyota reclassified its holdings of Toyota Industries Corporation (“Toyota Industries”) (automotive segment) shares and related other comprehensive income as held for sale. Accordingly, investments accounted for using the equity method were included in assets held for sale, and related other comprehensive income was included in other comprehensive income associated with assets held for sale. For the first half ended September 30, 2026, Toyota completed the sale of its shares in Toyota Industries.

—15—

TOYOTA MOTOR CORPORATION FY2027 Semi-Annual Financial Summary

(4) Significant Subsequent Events

Retirement of treasury stock

At the Meeting of the Board of Directors held on Nov 5, 2026, TMC resolved to retire its treasury stock pursuant to Article 178 of the Companies Act.


Details of matters relating to retirement
Class of stock to be retired		Shares of common stock of TMC
Total number of shares to be retired		1,200,000,000 shares
Scheduled date of retirement		The last day of the fiscal quarter in which the completion date of the repurchase of shares pursuant to the resolutions of the board of directors’ meetings held on August 4, 2026 and November 5, 2026 falls.

—16—

Supplemental Material for Financial Results for FY2027 First Half (Consolidated)

< IFRS >


	FY2026																		FY2027									FY2027
	1Q (2025/4-6)			2Q (2025/7-9)			First Half 6 months (2025/4-9)			3Q (2025/10-12)			4Q (2026/1-3)			12 months (‘25/4-‘26/3)			1Q (2026/4-6)			2Q (2026/7-9)			First Half 6 months (2026/4-9)			Forecast 12 months (‘26/4-‘27/3)
Vehicle Production (thousands of units)		2,301			2,321			4,622			2,362			2,309			9,293			2,355			2,282			4,637	^(Note 1)
(Japan) –including Daihatsu & Hino		994			1,013			2,007			1,076			1,065			4,149			1,023			1,032			2,055
[Daihatsu & Hino]		[210	]		[211	]		[422	]		[242	]		[243	]		[907	]		[195	]		[180	]		[374	]
(Overseas) –including Daihatsu & Hino		1,306			1,308			2,615			1,286			1,243			5,144			1,332			1,250			2,582
[Daihatsu & Hino]		[86	]		[101	]		[188	]		[111	]		[105	]		[404	]		[105	]		[102	]		[207	]
North America		557			524			1,081			511			458			2,050			550			497			1,047
Europe		197			185			382			217			216			815			194			168			362
Asia		423			466			888			459			455			1,802			454			450			903
Central and South America		101			97			197			66			78			342			107			97			204
Africa		30			37			67			33			36			135			27			39			66
Vehicle Sales (thousands of units)		2,411			2,372			4,783			2,519			2,293			9,595			2,395			2,364			4,758			9,700	^(Note 1)
(Japan) –including Daihatsu & Hino		481			488			970			546			565			2,082			524			500			1,024			2,100
[Daihatsu & Hino]		[130	]		[134	]		[264	]		[148	]		[158	]		[570	]		[118	]		[114	]		[231	]		[500	]
(Overseas) –including Daihatsu & Hino		1,930			1,883			3,813			1,972			1,728			7,513			1,870			1,864			3,734			7,600
[Daihatsu & Hino]		[48	]		[48	]		[96	]		[53	]		[54	]		[203	]		[39	]		[39	]		[78	]		[140	]
North America		794			739			1,533			784			616			2,934			792			737			1,530			3,000
Europe		298			275			573			308			302			1,183			307			282			589			1,220
Asia		421			432			853			471			434			1,759			439			418			857			1,740
Central and South America		129			132			261			103			110			475			139			134			273			550
Oceania		78			76			154			73			61			289			68			80			149			330
Africa		60			77			138			69			68			275			61			76			137			290
Middle East		147			151			298			161			134			594			63			135			198			470
Other		2			1			3			1			1			5			1			1			2
Total Retail Unit Sales (thousands of units) [Toyota, Daihatsu and Hino]		2,829			2,814			5,643			2,964			2,677			11,283			2,714			2,667			5,381			10,990	^(Note 1)

Supplemental 1

Supplemental Material for Financial Results for FY2027 First Half (Consolidated)

< IFRS >


	FY2026																		FY2027									FY2027
	1Q (2025/4-6)			2Q (2025/7-9)			First Half 6 months (2025/4-9)			3Q (2025/10-12)			4Q (2026/1-3)			12 months (‘25/4-‘26/3)			1Q (2026/4-6)			2Q (2026/7-9)			First Half 6 months (2026/4-9)			Forecast 12 months (‘26/4-‘27/3)
Foreign Exchange Rates
Yen to US Dollar Rate		145			147			146			154			157			151			160			159			159			as premise:157
Yen to Euro Rate		164			172			168			179			184			175			185			183			184			as premise:182
Number of Employees		389,144			390,024			390,024			390,241			390,927			390,927			367,990			367,173			367,173	^(Note 2)
Sales Revenues (billions of yen)		12,253.3			12,377.4			24,630.7			13,456.8			12,597.3			50,684.9			13,525.4			13,437.0			26,962.4			53,500.0
Geographic Information
Japan		5,210.7			5,302.5			10,513.2			5,812.3			5,748.4			22,074.1			5,824.5			5,928.0			11,752.5
North America		5,314.2			5,154.2			10,468.5			5,676.8			4,934.2			21,079.6			6,105.7			5,816.3			11,922.1
Europe		1,561.6			1,584.8			3,146.5			1,798.7			1,755.9			6,701.1			1,879.8			1,875.7			3,755.6
Asia		2,134.3			2,317.1			4,451.5			2,481.7			2,338.0			9,271.3			2,336.3			2,341.0			4,677.3
Other		1,127.4			1,199.7			2,327.2			1,161.3			1,270.4			4,758.9			1,272.1			1,386.0			2,658.2
Elimination		-3,095.1			-3,181.1			-6,276.2			-3,474.1			-3,449.9			-13,200.4			-3,893.3			-3,910.1			-7,803.5
Business Segment
Automotive		11,039.6			11,060.8			22,100.5			12,072.7			11,244.4			45,417.7			12,012.7			11,968.3			23,981.1
Financial Services		1,136.1			1,194.2			2,330.3			1,257.0			1,269.7			4,857.1			1,400.6			1,361.4			2,762.0
All Other		342.8			392.9			735.8			432.3			483.2			1,651.4			469.9			469.0			938.9
Elimination		-265.3			-270.6			-535.9			-305.2			-400.0			-1,241.2			-357.9			-361.7			-719.6
Operating Income (billions of yen)		1,166.1			839.5			2,005.6			1,191.0			569.4			3,766.2			1,063.4			1,127.6			2,191.1			3,900.0
(Operating Income Ratio) (%)		(9.5	)		(6.8	)		(8.1	)		(8.9	)		(4.5	)		(7.4	)		(7.9	)		(8.4	)		(8.1	)		(7.3	)
Geographic Information
Japan		645.0			472.1			1,117.1			679.3			524.5			2,321.0			540.1			713.2			1,253.3
North America		-21.1			-46.7			-67.8			162.8			-287.5			-192.5			185.4			-19.2			166.1
Europe		96.9			103.7			200.7			123.9			33.0			357.7			107.2			111.9			219.2
Asia		215.7			228.5			444.2			190.7			234.7			869.8			208.3			228.8			437.1
Other		94.0			107.8			201.9			56.2			70.7			328.9			92.5			108.4			200.9
Elimination		135.4			-26.0			109.4			-22.1			-6.1			81.1			-70.2			-15.6			-85.8
Business Segment
Automotive		911.4			574.0			1,485.4			934.9			356.6			2,777.0			719.9			878.2			1,598.2
Financial Services		222.2			228.2			450.4			212.9			188.3			851.7			275.6			196.7			472.3
All Other		37.4			31.3			68.8			46.8			16.3			132.0			81.6			47.3			129.0
Elimination		-5.0			5.8			0.8			-3.7			8.1			5.3			-13.7			5.3			-8.4
Share of Profit (Loss) of Investments Accounted for Using the Equity Method (billions of yen)		141.0			131.5			272.6			165.2			114.8			552.7			210.6			147.6			358.3			600.0
Income before Income Taxes (billions of yen)		1,252.1			1,225.9			2,478.1			1,710.3			964.5			5,152.9			1,963.8			990.5			2,954.4			4,960.0
(Income before Income Taxes Ratio) (%)		(10.2	)		(9.9	)		(10.1	)		(12.7	)		(7.7	)		(10.2	)		(14.5	)		(7.4	)		(11.0	)		(9.3	)
Net Income Attributable to Toyota Motor Corporation (billions of yen)		841.3			932.0			1,773.4			1,257.4			817.2			3,848.0			1,477.0			759.4			2,236.4			3,570.0
(Net Income Ratio) (%)		(6.9	)		(7.5	)		(7.2	)		(9.3	)		(6.5	)		(7.6	)		(10.9	)		(5.7	)		(8.3	)		(6.7	)
Dividends
Cash Dividends (billions of yen)		—			586.5			586.5			—			651.6			1,238.2			—			588.9			588.9	^(Note 3)
Cash Dividends per Share (yen)		—			45			45			—			50			95			—			50			50			100
Payout Ratio (%)		—			33.0			33.0			—			31.4			32.1			—			26.8			26.8			33.3
Value of Shares Repurchased (billions of yen) [actual purchase]		39.9			—			39.9			—			—			39.9			3,656.8			195.0			3,851.8	^(Note 4)
Value of Shares Repurchased (billions of yen) [based on resolution]		—			—			—			—			3,656.8			3,656.8			1,000.0			300.0			1,300.0	^(Note 4) ^(Note 5)
Number of Outstanding Shares (thousands)		15,794,987			15,794,987			15,794,987			15,794,987			15,794,987			15,794,987			14,594,987			14,594,987			14,594,987

Supplemental 2

Supplemental Material for Financial Results for FY2027 First Half (Consolidated)

< IFRS >


	FY2026												FY2027							FY2027
	1Q (2025/4-6)		2Q (2025/7-9)		First Half 6 months (2025/4-9)		3Q (2025/10-12)		4Q (2026/1-3)		12 months (‘25/4-‘26/3)		1Q (2026/4-6)		2Q (2026/7-9)		First Half 6 months (2026/4-9)			Forecast 12 months (‘26/4-‘27/3)
R&D Expenses (billions of yen)		355.8		354.4		710.3		372.9		439.5		1,522.8		383.2		412.9		796.2			1,600.0	^(Note 6)
Depreciation Expenses (billions of yen)		327.5		344.3		671.9		360.6		386.3		1,418.9		377.8		376.4		754.3			1,650.0	^(Note 7)
Geographic Information
Japan		143.5		155.5		299.1		164.2		179.0		642.4		163.6		165.4		329.0
North America		108.7		109.4		218.2		112.3		118.2		448.8		119.3		125.2		244.5
Europe		23.3		25.9		49.3		28.9		28.1		106.4		28.7		25.0		53.8
Asia		42.7		43.1		85.9		44.4		46.7		177.1		50.6		45.8		96.4
Other		9.2		10.1		19.3		10.6		14.1		44.1		15.4		14.9		30.3
Capital Expenditures (billions of yen)		392.4		530.4		922.8		594.2		873.4		2,390.6		410.5		471.9		882.4			2,300.0	^(Note 7)
Geographic Information
Japan		193.8		254.4		448.3		249.1		401.7		1,099.2		199.8		200.6		400.4
North America		125.4		165.2		290.6		165.4		215.8		671.9		105.6		139.8		245.5
Europe		18.8		17.5		36.3		30.0		43.9		110.2		33.4		19.3		52.8
Asia		28.5		62.1		90.6		114.2		159.2		364.2		42.3		67.0		109.4
Other		25.8		31.0		56.8		35.3		52.6		144.8		29.0		45.1		74.2
Total Liquid Assets (billions of yen)		17,016.3		17,709.5		17,709.5		18,005.8		17,418.0		17,418.0		14,727.6		15,171.5		15,171.5	^(Note 8)
Total Assets (billions of yen)		93,468.1		97,574.8		97,574.8		102,344.5		105,522.3		105,522.3		102,635.1		101,980.7		101,980.7
Toyota Motor Corporation Shareholders’ Equity (billions of yen)		36,040.2		37,492.1		37,492.1		38,974.6		39,918.8		39,918.8		37,308.8		37,447.0		37,447.0
Return on Equity (%)												10.1
Return on Asset (%)												3.9
Number of Consolidated Subsidiaries (including Structured Entities)												602
Number of Associates and Joint Ventures Accounted for Using the Equity Method												159

Cautionary Statement with Respect to Forward-Looking Statements

This report contains forward-looking statements that reflect Toyota’s plans and expectations.

These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Toyota’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements.

These factors include, but are not limited to: (i) changes in economic conditions, market demand, and the competitive environment affecting the automotive markets in Japan, North America, Europe, Asia and other markets in which Toyota operates; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar, the euro, the Australian dollar, the Canadian dollar and the British pound, fluctuations in stock prices, and interest rates fluctuations; (iii) changes in funding environment in financial markets and increased competition in the financial services industry; (iv) Toyota’s ability to market and distribute effectively; (v) Toyota’s ability to realize production efficiencies and to implement capital expenditures at the levels and times planned by management; (vi) changes in the laws and regulations, as well as other government actions, in the markets in which Toyota operates that affect Toyota’s operations, particularly laws, regulations and government actions relating to vehicle safety including remedial measures such as recalls, environmental protection, vehicle emissions and vehicle fuel economy, and tariffs and other trade policies, as well as current and future litigation and other legal proceedings, government proceedings and investigations; (vii) political and economic instability in the markets in which Toyota operates; (viii) Toyota’s ability to timely develop and achieve market acceptance of new products that meet customer demand; (ix) any damage to Toyota’s brand image; (x) Toyota’s reliance on various suppliers for the provision of supplies; (xi) increases in prices of raw materials; (xii) Toyota’s reliance on various digital and information technologies, as well as information security; (xiii) fuel shortages or interruptions in electricity, transportation systems, labor strikes, work stoppages or other interruptions to, or difficulties in, the employment of labor in the major markets where Toyota purchases materials, components and supplies for the production of its products or where its products are produced, distributed or sold; (xiv) the impact of natural calamities, epidemics, political and economic instability, fuel shortages or interruptions in social infrastructure, wars, terrorism and labor strikes, including their negative effect on Toyota’s vehicle production and sales; (xv) the impact of climate change and the transition towards a low-carbon economy; and (xvi) the ability of Toyota to hire or retain sufficient human resources.

(Note 1)

FY2026 actual results include Hino-brand vehicles (vehicle production: 109 thousands of vehicles; vehicle sales: 104 thousands of vehicles; total retail unit sales: 109 thousands of vehicles).

FY2027 actual results and forecast do not include Hino-brand vehicles (vehicle production and vehicle sales, however, include a portion of Hino-brand vehicles manufactured by Toyota’s consolidated subsidiaries).

(Note 2)

Shows the number of employees as of the end of each period (excluding loan employees from Toyota to outside Toyota and including loan employees from outside Toyota to Toyota)

(Note 3)

2Q= Interim Dividend, 4Q= Year-end Dividend, FY= Annual Dividend

(Note 4)

Excluding shares constituting less than one unit that were purchased upon request and the commission fees incurred for the repurchase

(Note 5)

States the maximum value of shares resolved to be repurchased if before the completion of the repurchase period, or the actual purchase price of shares repurchased pursuant to that resolution if after the completion of the repurchase period.

(Note 6)

Figures for R&D expenses are R&D activity related expenditures incurred during the reporting period and do not conform to “R&D Expenses” on Toyota’s Consolidated Statement of Income

(Note 7)

Figures for depreciation expenses and capital expenditures do not include vehicles in operating lease or right of use assets

(Note 8)

Cash and cash equivalents, time deposits, public and corporate bonds and its investment in monetary trust funds, excluding in each case those relating to financial services

Supplemental 3

FY2027 Second Quarter Financial Results Toyota Motor Corporation LEXUSNX November 5, 2026

Cautionary Statement with Respect to Forward-Looking Statements and Caution Concerning Insider Trading This presentation contains forward-looking statements that reflect the plans and expectations of Toyota Motor Corporation and its consolidated subsidiaries (“Toyota”). These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Toyota’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. These factors include, but are not limited to: (i) changes in economic conditions, market demand, and the competitive environment affecting the automotive markets in Japan, North America, Europe, Asia and other markets in which Toyota operates; (ii) fluctuations in currency exchange rates (particularly with respect to the value of the Japanese yen, the U.S. dollar, the euro, the Australian dollar, the Canadian dollar and the British pound), stock prices and interest rates; (iii) changes in funding environment in financial markets and increased competition in the financial services industry; (iv) Toyota’s ability to market and distribute effectively; (v) Toyota’s ability to realize production efficiencies and to implement capital expenditures at the levels and times planned by management;(vi) changes in the laws and regulations, as well as other government actions, in the markets in which Toyota operates that affect Toyota’s operations, particularly laws, regulations and government actions relating to vehicle safety including remedial measures such as recalls, environmental protection, vehicle emissions and vehicle fuel economy, and tariffs and other trade policies, as well as current and future litigation and other legal proceedings, government proceedings and investigations; (vii) political and economic instability in the markets in which Toyota operates; (viii) Toyota’s ability to timely develop and achieve market acceptance of new products that meet customer demand; (ix) any damage to Toyota’s brand image; (x) Toyota’s reliance on various suppliers for the provision of supplies; (xi) increases in prices of raw materials; (xii) Toyota’s reliance on various digital and information technologies, as well as information security; (xiii) fuel shortages or interruptions in electricity, transportation systems, labor strikes, work stoppages or other interruptions to, or difficulties in, the employment of labor in the major markets where Toyota purchases materials, components and supplies for the production of its products or where its products are produced, distributed or sold; (xiv) the impact of natural calamities, epidemics, political and economic instability, fuel shortages or interruptions in social infrastructure, wars, terrorism and labor strikes, including their negative effect on Toyota’s vehicle production and sales; (xv) the impact of climate change and the transition towards a low-carbon economy; and (xvi) the ability of Toyota to hire or retain sufficient human resources. A discussion of these and other factors which may affect Toyota’s actual results, performance, achievements or financial position is contained in Toyota Motor Corporation’s annual report on Form 20-F, which is on file with the United States Securities and Exchange Commission. Caution concerning Insider Trading Under Japanese securities laws and regulations (the Regulations ), subject to certain exceptions, any person who receives certain material information relating to the business, etc. of Toyota which may be contained in this document is prohibited from trading in Toyota's shares or certain other transactions related to such shares (as set forth in the Regulations) until such material information is deemed to be made public. Under the Regulations, material information is deemed to be made public when (i) such material information is notified to a stock exchange and is disclosed by ways of electromagnetic means as prescribed by the ordinance of the Cabinet Office (posting on the TDnet (Timely Disclosure Network) information service) or (ii) twelve (12) hours have elapsed since a listed company, such as Toyota, disclosed such material information to at least two (2) media sources as prescribed by the Regulations. 2

FY2027 Second Quarter Results Summary Despite a challenging competitive environment, continued improvement efforts led to a YoY increase in profit and an upward revision to the FY2027 forecast. Operating income 2.2 trillion yen (+0.2 trillion yen YoY) Actual - Mitigated the impact on earnings through swift responses to changes in the external environment, (First Half) including the situation in the Middle East. - Supported by strong demand, vehicle sales remained resilient, led by HEVs Operating income 3.9 trillion yen (+0.5 trillion yen from the previous forecast, +0.1 trillion yen YoY) - Mitigated the impact of rising materials prices and production disruptions caused by earthquakes FY2027 and floods through recovery efforts at production sites and optimized global supply, thereby Forecast maintaining consolidated vehicle sales. - In addition to reduced tariff-related costs, through the accumulation of improvement efforts, including the expansion of value chain earnings, we expect year-on-year profit growth, and have revised our forecast upward. - We will maintain our policy to increase dividends in a stable manner to reward our long-term shareholders. Return to Interim : 50 yen (+5 yen YoY) / Full-year (forecast) : 100 yen (+5 yen YoY) - Share repurchase authorization : Increase by 300 billion yen (FY total：1.3 trillion yen) Share- - Share cancellation : Additional 1 billion shares of treasury stock (FY total：1.2 billion shares) holders We have reduced the level of treasury stock holdings and will pursue capital policies focused on enhancing capital efficiency 3

FY2027 Second Quarter Financial Performance 4

Consolidated Vehicle Sales (FY2027 First Half) (thousands of vehicles) * 4,783 4,758 5,000 99.5% Japan 970 1,024 105.6% 4,000 N. America Europe 3,000 1,533 1,530 99.8% Asia Other 2,000 102.8% 573 589 Central and South America, 853 100.5% 857 1,000 Oceania, Africa, 88.8% 854 758 Middle East, etc. 0 2025.4-9 2026.4-9 YoY Reference (retail) Toyota and Lexus Vehicle Sales 5,267 5,059 96.0% [46.7%] [55.6%] Electrified Vehicle [%] 2,461 2,811 114.2% HEV 2,262 2,450 108.3% PHEV 98 130 133.2% BEV 101 231 227.4% FCEV 0 0 90.8% Total Retail Vehicle Sales 5,643 5,381 95.4% * 2025.4-9 actual results include Hino-brand vehicles (consolidated vehicle sales: 51 thousand vehicles; total retail vehicle sales: 53 thousand vehicles). 5

Consolidated Financial Summary (FY2027 First Half) 10/28 (billions of yen) Change 2025.4-9 2026.4-9 Sales Revenues 24,630.7 26,962.4 +2,331.7 Operating Income 2,005.6 2,191.1 +185.4 Margin 8.1% 8.1% Other Income 472.4 763.2 +290.8 Share of Profit (Loss) of Investments * 272.6 358.3 +85.7 Accounted for Using the Equity Method Income before Income Taxes 2,478.1 2,954.4 +476.2 Net Income Attributable to 1,773.4 2,236.4 +463.0 Toyota Motor Corporation Margin 7.2% 8.3% US $ 146 yen 159 yen +13 yen FOREX Rates € 168 yen 184 yen +16 yen * Regarding Japan: 286.3 (+102.6 year on year), China: 28.6 (-19.4 year on year), Other: 43.2 (+2.4 year on year) 6

Analysis of Consolidated Operating Income (FY2027 First Half) 作成中 Excluding the overall impact of foreign exchange (billions of yen) rates and swap valuation gains/losses, etc.： -195.0 +685.0 -340.0 -20.0 -304.6 +165.0 ・台数/構成：△1,950 ・価格改定：+2,450・無償修理費増：△2,450 Increase or 2,191.1 Marketing Cost ・市況影響：+1,650 ・販売諸費用：+1,300・LG等向け補償金：△1,300 2,005.6 Decrease in Other *4 ・原価改善：△150 ・VC収益：+1,500※総合投資相当：+100 Efforts *2 Reduction Expenses and Effects of ※総合投資相当：△500 ※総合投資相当：+50 Efforts Expense Reduction FOREX Which includes: Efforts *3 Rates *1 Middle East Impact -85.0 ■為替・その他除きでは+3,250億円の増益 Which includes: ■台数減少（連販950万台→936万台）/構成悪化△1,950億円、 Materials Prices -465.0 生産台数減少に伴う課題解消申し入れ見送りによる原価改善△200億円 (Which includes Middle East Impact -125.0) 無償修理費増△2,450億円、LG等向け補償金△1,300億円等による減益があるも Cost Reduction +125.0 市況リスク未実現の追い風+1,650億円に加え、価格改定+2,450億円（中国リスクの未実現・為替改定除く+1,000億円ほどが改善努力と想定）販売諸費用の抑制+1,300億円、VC+1,500億円（ +1,000億円ほどが改善努力と想定）等により、 2025.4-9 2026.4-9 期首時点比で収益改善を実現 159 yen/US$ 146 yen/US$ Operating Income (+185.4) 184 yen/ € 168 yen/ € *1 Details *2 Details *3 Details *4 Details Transactional (Imports/Exports) +590.0 Volume, Model Mix -115.0 Labor Cost -105.0 Valuation Gains / Losses from Swaps, etc. -43.0 - US $ +340.0 Value Chain +70.0 Depreciation Expenses -75.0 Unrealized Profit Adjustment -236.3 - € +85.0 - Financial Services +20.0 R&D Expenses -95.0 Other -25.3 - Other +165.0 Expenses, etc. +255.0 - Accessories / Spare Parts / +50.0 Used Vehicle / Connected, etc. Translational FOREX Impact Concerning +95.0 Overseas Subsidiaries, etc. Other +210.0 7

Geographic Operating Income (FY2027 First Half) 作成中 Operating Income (billions of yen) (excluding Valuation Gains/Losses relating to Swaps, etc.) [ ] Margin Consolidated Vehicle Sales (thousands of vehicles) Europe Japan N. America Asia Other Incl. China (excl. investments accounted for using the equity method of associates and joint ventures) (99.8%) 1,533 1,530 (105.6%) 1,024 970 (100.5%) 853 857 854 (88.8%) 758 (102.8%) 589 573 +138.7 +13.2 -11.1 +16.7 1,257.2 1,118.4 +262.2 [10.6%] [10.7%] 215.8 207.7 199.1 194.4 132.0 445.1 434.0 [8.1%] [5.5%] [8.6%] [6.2%] [1.1%] [9.3%] -134.1 [10.0%] [-1.3%] 2025.4-9 2026.4-9 2025.4-9 2026.4-9 2025.4-9 2026.4-9 2025.4-9 2026.4-9 2025.4-9 2026.4-9 Operating Income including Valuation Gains/Losses relating to Swaps, etc. (billions of yen) 1,117.1 1,253.3 -67.8 166.1 200.7 219.2 444.2 437.1 201.9 200.9 8

China Business / Financial Services (FY2027 First Half) (Ref.) China Business Financial Services Operating Income of Consolidated Subsidiaries (billions of yen) Operating Income (billions of yen) Share of Profit of Investments Accounted for Using the Equity＊ Excluding Valuation Gains/Losses relating to Swaps, etc. Method of Associates and Joint Ventures (billions of yen) Toyota and Lexus Vehicle Retail Sales (thousands of vehicles) 914 (74.9%) 685 442.3 -57.1 122.2 Effects of +64.9 377.3 Marketing Effects of Activities, etc. Increase in Loan Balance, etc. 65.0 -19.4 Effects of 48.0 Marketing Activities, etc. 28.6 2025.4-9 2026.4-9 Operating Income including Valuation Gains/Losses relating to Swaps, etc. (billions of yen) 2026.4-9 2025.4-9 450.4 472.3 9

FY2027 Financial Forecasts 10

FY2027 Forecast: Consolidated Vehicle Sales (thousands of vehicles) *2 *1 *1 100.0% 9,595 9,700 9,700 10,000 2,082 2,070 2,100 Japan 101.4% 8,000 N. America 99.3% 2,934 3,020 3,000 6,000 Europe Asia 4,000 100.0% 1,183 1,220 1,220 Other 1,780 1,740 1,759 97.8% 2,000 Central and South America, 1,610 1,640 Oceania, 1,637 101.9% Africa, 0 Middle East, etc. New Forecast FY2026 Results Previous Forecast vs. Previous 2026.4-2027.3 2025.4-2026.3 2026.4-2027.3 Forecast Reference (retail) Toyota and Lexus Vehicle Sales 10,500 10,300 98.1% 10,477 [56.2%] [55.7%] [48.1%] Electrified Vehicles [%] 5,905 5,741 97.2% 5,040 HEV 5,088 5,008 98.4% 4,620 PHEV 284 269 94.7% 175 BEV 533 463 87.0% 243 FCEV 1 1 98.5% 1 *1 *1 *2 Total Retail Vehicle Sales 11,180 10,990 98.3% 11,283 *1 FY2027 forecast does not include Hino-brand vehicles (consolidated vehicle sales, however, include certain Hino-brand vehicles manufactured by Toyota's consolidated subsidiaries). 11 *2 FY2026 actual results include Hino-brand vehicles (consolidated vehicle sales: 104 thousand vehicles; total retail vehicle sales: 109 thousand vehicles).

作成中 FY2027 Forecast: Consolidated Financial Summary FY2026 Results Previous Forecast New Forecast (billions of yen) Change 2025.4-2026.3 2026.4-2027.3 2026.4-2027.3 Sales Revenues 50,684.9 54,000.0 53,500.0 -500.0 Operating Income 3,766.2 3,400.0 3,900.0 +500.0 Margin 7.4% 6.3% 7.3% Other Income 1,386.7 1,170.0 1,060.0 -110.0 Share of Profit (Loss) of Investments 552.7 580.0 600.0 +20.0 Accounted for Using the Equity Method Income before Income Taxes 5,152.9 4,570.0 4,960.0 +390.0 Net Income Attributable to 3,848.0 3,250.0 3,570.0 +320.0 Toyota Motor Corporation Margin 6.0% 6.7% 7.6% Dividend per share ±0 yen 100 yen 100 yen 95 yen US $ 151 yen 160 yen 157 yen -3 yen FOREX Rates € 175 yen 181 yen 182 yen +1 yen 12 ＊第3 四半期実績：米ドル143円/ ユーロ155円、'24年1月以降の前提為替レート：米ドル140円/ ユーロ150円＊第3 四半期実績：米ドル153円/ ユーロ165円、'25年1月以降の前提為替レート：米ドル150円/ ユーロ160円

＜修正履歴＞「作成中」テキストを外してから、 Analysis of FY2027 Forecast: Consolidated Operating Income 修正をした場合は、 (vs. FY2026 Results) 完了の日付と時刻の入力をお願いします（Teamsのチャットに、事前連絡いれてます (billions of yen) か？完了後は、チャットに完了の投稿をお願いしま +125.0 -326.2 +735.0 す） 3,900.0 3,766.2 -505.0 Increase or 修正①： Other Decrease in +1,085.0 修正②： -980.0 Expenses and Effects of Middle Expense Reduction FOREX East Impact Efforts Rates Materials Improvement Prices Efforts Marketing Efforts +860.0 Cost Reduction +225.0 FY2026 Results FY2027 New Forecast 2025.4-2026.3 2026.4-2027.3 Operating Income (+133.8) 151 yen/US$ 157 yen/US$ 175 yen/€ 182 yen/€ 13

Shareholder Return 14

Dividends and Dividend Forecast ■ Our dividend policy is to “increase dividends in a stable and continuous manner” to reward our long-term shareholders. ■ Interim: 50 yen (+5 yen YoY) ■ Full-year forecast: 100 yen (+5 yen YoY) 100［ Forecast ］ +5 100 95 90 90 (yen) 80 75 50 70 Year-end Dividend 50［ Forecast ］ 60 50 60 Interim Dividend 45 50 +5 35 40 30 45 50 20 40 30 25 10 0 2025.3 2027.3 2023.3 2024.3 2026.3 Total Amount of Dividends 588.9 342.1 405.4 525.9 586.5 Interim (billions of yen) Total Amount of Dividends - Full-Year 816.9 1,011.7 1,178.4 1,238.2 (billions of yen) 15

ご参考ご参考 2026/3期 Q4決算 2023/3期 Q2決算 Share Repurchases ◼ Share repurchase authorization ：Increase by 300 billion yen in response to shareholders’ requests to sell their shares (FY total：up to 1.3 trillion yen) ◼ Treasury stock cancellation : Additional 1 billion shares (FY total：1.2 billion shares, approximately 3.5 trillion yen in market value as of the end of September 2026) ◼ We have reduced the level of treasury stock holdings and will pursue capital policies focused on enhancing capital efficiency. *1 Share Repurchase History （billions of yen） 1,80 3,600 0 1,60 3,400 0 1,400 1,200 +300.0 1,000 *3 3,656.8 Memo（坂爪） 800 24/3月期に5.2億株分の自己株式の消却を行った際には、期ご参考末日時点の株価での概算額も記載していました。 1,300.0 600 *2 2024/3期 Q4決算 1,099.9 EPSが向上することを伝える為、発行済み株式総数への影響度 ◼株価水準を踏まえ、自己株式取得を機動的に実施も記載してみました。 400 最適な資本構成の実現とROE改善を通じて、中長期的な企業価値向上を図る 200 299.9 199.9 0 2023.3 2024.3 2025.3 2026.3 2027.3 ◼取得枠：１兆円（上限・全額市場買付） *1 Based on resolutions for each fiscal year. Memo（坂爪） *2 Amount includes share repurchases conducted in response to requests from shareholders to sell their holdings. BOD資料に記載のある27/3月期見通し「37.0」兆円 ◼自己株式消却：２億株/0.5兆円相当(2026年6月末時点時価) 16 *3 Amount acquired through the tender offer conducted as part of the privatization of Toyota Industries Corporation. は、本件の自己株取得に加え、中間配当での減額分も考慮されているかと思いますので、 IRプレゼン上は金額は未記載にしております。

Progress with Business Structure Reform 17

Overview of Growth Strategy — Transformation into a Mobility Company - Accelerate the growth of our new vehicle and value chain businesses with an unwavering commitment to our product-centered and region-centered management - Develop across new fields, including robotics, that utilize the strengths we have cultivated in car manufacturing New vehicle business Value chain businesses Robotics Accelerate implementation of factory automation (FA) 1.0–3.0 Expand into other industries and areas starting with internal demand Enhance the appeal of our Expansion of products and brand power Customer Base Expand technology portfolio FA 1.0 FA 2.0 FA 3.0 Automation centered on rule- Synchronization and automation of Human–robot collaboration based robots Improvement of production and logistics systems Customer Value Supply capabilities FY 2026/3 supporting expanding Sales volume: 10.5 million vehicles demand Operating income: 3.8 trillion yen Monozukuri evolution Value chain services Product lineup New business areas (space and land, sea, and air) & SDV Enhance cost Five-brand strategy competitiveness Feature upgrades Global full lineup Reform business structure One-stop services Multi-pathway Space (Lunar Cruiser and satellite communications) (maintenance, finance, and insurance) Foundation of product-centered and region-centered management Land, sea, and air (Lexus Journey and Joby Aviation) → Expansion of customer base and value chain Unwavering Core Creation of ever-better cars / Best-in-town / Mobility for All / Carbon neutrality by 2050 / Human Centered The Foundation People development and a genba-centered approach 18

New Vehicle Business — Enhancement of Earnings Power Produce well-made products and deliver quickly to meet the diverse needs of customers worldwide. Progress with Business Structure Reform Expansion of Global Sales Volume 1. Enhancing product value through the five-brand strategy Global sales volume Covering a wide 10.50 mil vehicles range of customers with a diverse vehicle lineup led by Century 2. Enhancing earning power Full utilization of production capacity 2025 2030 Aim to maximize Electrified Vehicle Sales Volume (thousands of vehicles) margin per unit FCEV 1 27/3 PHEV 269 BEV 463 HEV 5,008 PHEV 175 BEV 243 FCEV 1 26/3 HEV 4,620 19

Strategy for Key Region — (1) North America Despite tariff-driven losses in North America, we aim to restore profitability by leveraging our strengths in products, sales, and production operations. Despite tariff-driven losses in North America, we aim to restore profitability by leveraging our strengths in products, sales, and production operations. Further Strengthening of Profitability Return to a Strong Growth Trajectory Our Enduring Competitiveness 1. Expanding HEV production in North America 1. Improvement of employee retention and utilization Operating Income in North America - Increasing utilization of TBMNC Turnover rate (%) Utilization rate (%) Note: Excluding the impact of valuation gains/losses from interest rate swaps (bn yen) 2. Transferring production of Tacoma to TMMTX #2 -50% 25 96.4 94.3 92.5 19 532.5 524.9 12 Recover 23/3 24/3 25/3 23/3 24/3 25/3 (FY) (FY) operating 362.7 income levels 2. Expansion of HEV demand 270.9 15.6% Market12.7% HEV ratio 7.8% BEV ratio 5.8% 104.3 Gas price (U.S. average: EIA Tariff impact 74.6 3.82 3. Promotion of automation through expanded (USD/gallon) 3.10 2025 Avg. Jan.-Sep. 2026 Avg. introduction of robots Rising material costs 3. Reduction of incentives and days in inventory Days of Inventory Indiana plant shut down (days) 42 -70% All HEV Operating Income including valuation gains/losses 資材高騰 11 6 relating to swaps, etc. (billions of yen) -298.6 End of End of 506.3 108.8 -192.5 Sep. 2026 253.2 401.3 565.7 -74.7 2019 20/3 21/3 22/3 23/3 24/3 25/3 26/3 (FY) Incentive per unit 100 40 -60% Windshield installation Parts picking (index) 20 (FY20/3) (FY26/3) HEV

Strategy for Key Region — (2) China Continuously introduce new Chinese-developed NEVs and launch response measures in 2027. Turning Lessons from China into New Challenges Return to Growth Trajectory Strong Performance Amid NEV Expansion Toyota’s Share of the Chinese Market Sales Volume and Powertrain Mix in China 1. Fully utilize joint venture partner assets Sales volume NEV market Excluding NEV market Toyota’s Share GAC FAW NEVs BYD HEVs ICE vehicles Stabilization in market share through the introduction of vehicles tailored to local needs *Local chief engineers fully 2. Conduct development via Chinese RCEs* responsible for stages spanning from design to development 9.1% Market Sales feedback Improvement 7.8% Secure new customers through promotion of NEVs Accelerate development cycles 3. Select suppliers based on level of competitiveness Adopt products and technologies regardless of country of origin or whether they come from the Toyota Group 4. Shorten lead times 12 months 24 months 36 months Japan bZ5 Simultaneous multi-process production (Chinese development speed) Lexus bZ4X bZ3X bZ7 reduces lead times by 18 Shanghai 22/3 23/3 24/3 25/3 26/3 26/9 months 23/3 26/3 27/3 31/3 21 21

Strategy for Key Region — (3) Asia and Global South Accelerating electrification and advancing “Mobility for All” with the new platform. Sharing China’s Learnings Across Asia and the Global South Transforming into a Multi-Pathway Platform - Expanding the lessons learned in China across Asia - Covering the key A, B, and C segments with and Japanese suppliers a single platform - Leveraging the procurement base built through - Supporting all powertrains, including BEVs the IMV project to expand into the Global South - Enhancing cost competitiveness by consolidating volumes - Leveraging regional R&D capabilities to develop Multi-Pathway Platform products tailored to local customer needs “Innovative Multi-Pathway Vehicles” China One platform for HEV Expanding China learnings A, B, & C segments to other regions BEV 60万台 PHEV Expansion from Asia to the Global South ICE/ CN fuel Toyota’s Sales Mix in the Global South Composition of Asia Segment 1,500k units BEV 23% 600k units The A, B & C segments 60% A, B, & C Segments IMV series Other 22

Value Chain Businesses — Formula for Growth Building on our customer base that has grown worldwide, we will expand value chain profits in a stable manner to an annual level of 150 billion yen. Value Chain Profit Formula for Growth Increase in Expansion of Extension of retention rate owned vehicles + 150 billion yen retention period /year Vehicles owned Retention rate Retention period 2.1 trillion yen (Vehicles) 180 million + 150 billion yen 150 million 120 million /year 1.0 trillion yen 2021/3 2026/3 2031/3 Year Year Year Year Year Year Year Year Year Year ・・・・・・ 1 2 3 4 5 1 2 3 4 5 Maximization of Customer and Vehicle Lifetime Value through Value Chain Initiatives 2031/3 2021/3 2026/3 Leasing & Low-price financing parts Number of 120 million 150 million 180 million Vehicles Owned *EW: Extended Warranty, PPM：Prepaid Maintenance, SAWA：Service Activated Warranty, PHYD：Pay How You Drive 23

A New Growth Pillar Seed stage Growth stage Mature stage Major Investment Targets *Figures in parentheses are committed amounts Advanced and Emerging Advanced and Emerging Technologies Technologies AI Robotics (100.0bn yen) Toyota Invention Partners Quantum Technologies Advanced Mirai Creation semiconductors (40.0bn yen) Electrification Automation Space Woven Capital Toyota Ventures (250.0bn yen) (120.0bn yen) Innovative Energy Technologies Collaboration Committed amount: 100 companies 510.0 billion yen partners: Use investments to stay ahead of the curve in technology, talent, and business opportunities, translating them into greater competitiveness for Toyota 24 （1,000億円） Toyota Invention Partners

Robotics Business — Toyota’s Vision Contributing to Happiness for All Through Robots That Stand by People and Grow with Them “” Using robotics to expand human potential Development, Deployment, by empowering “people to take action and embrace and Vision challenges for others” Factory Automation (FA) Areas Lifestyle Areas New services that integrate A safe, secure, and trusted partner human-centered Monozukuri with robots people can relate to 25 Master Genba and TPS Delivery Robots Tasks inside the house Lifestyle partners craftsmanship 25 匠の技能現場・TPS

Robotics Business — Toyota’s Strengths in Commercialization Productivity that combines FA 1.0–3.0 × Provision of robotics solutions that enhance employee sense of purpose FA 1.0 FA 2.0 FA 3.0 FA Areas Automation centered on rule-based robots Synchronization and automation of production Human–robot collaboration and logistics systems Strengths Just-in-time production system × Traffic control system Plant management platform Reduce lead times by 50% at plants where systems have been implemented Arene Expand knowledge of automated driving software platform to robotics Core Robotics Model Provide highly reliable robots through the QDR approach to Hardware Learn effectively from craftspeople and automobile manufacturing teach humans Toyota Production High-quality data from 60 plants and for Smart automation of processes that Genba 18,000 craftspeople worldwide eliminate unnecessary labor System 26

Robotics Business — Pathway to Commercialization Launch of business centered on internal FA in accordance with demand by Toyota Motor Corporation, Toyota Group companies, and suppliers. Acceleration of business growth through provision of solutions in the manufacturing industry, other industries, and lifestyle domains. Estimated Scale of Replacement Demand Projected Sales Growth (Toyota Motor Corporation, Toyota Group companies, and suppliers) Number of robots introduced Investment in reforms of aging facilities Cumulative total of trillion yen per year 1.0 robots 400,000 2031/3 2036/3 Period: 2028–2040 Expansion into new industries and daily life Robot breakdown: Toyota Motor Corporation and Toyota Group companies (150,000 units) and suppliers (250,000 units) (total of in-house production and purchased units) Internal use Launch Toyota Robotics as a new organization responsible for business promotion (January 2027) Transform robotics into a new core business through the business foundation we established in the automobile industry and the combined power of the Toyota Group 27

Capital Strategies — ROE Transformation into a Mobility Company Transformation into a Mobility Company Realize sustainable growth while stringently balancing shareholders’ equity, resulting in enhanced ROE Improving capital efficiency New business areas New vehicles Net Income businesses Land, sea, Robotics and air …… Value chain businesses Growth in sales revenues through investments in growth fields (transformation into a mobility company) ROE Capital expenditures Execute share buybacks Growth investments R&D expenses Stable and continuous increase of dividends Shareholders’ Equity Growth Returns Toyota stringently maintains balance, maintaining equity at an appropriate level Business continuity in times of emergency (also taking credit ratings into account) 28

Capital Strategies — Capital Allocation Capital Allocation Capital Allocation Implement investments after securing cash reserves and ensuring financial soundness. Shareholder returns are based on stable and continuous increases in dividends, and surplus funds are utilized in the execution of flexible share buybacks. Capital Allocation Policy for Determining Use of Funds April 1, 2021–March 31, 2026 April 1, 2026–March 31, 2031（Forecast） Securing of cash reserves + maintenance of (cumulative total over five years) (cumulative total over five years) 1 financial soundness to maintain credit ratings Capital expenditures and R&D expenses for Shareholder 11~14 returns 2 38 trillion yen sustainable growth 7 Growth investment Growth investments aimed at transforming 3 into a mobility company 16 *2 Capital expenditures , *3 R&D expenses , etc. 22 Stable and continuous dividend increases 4 As of March 31, 2026 As of March 31, 2031 15 Funds for ensuring business *1 Net liquid assets Flexibly conduct share buybacks by utilizing continuity in times of emergency (also taking credit rating in account) 5 surplus funds 7 2 4 *1 Cash and cash equivalents, time deposits, public and corporate bonds and its investment in monetary trust funds, excluding in each case those relating to financial services *2 Capital expenditures do not include vehicles in operating lease or right of use assets. *3 R&D activity related expenditures 29

色情報※カラーモデル：すべてRGB (Ref.) Analysis of FY2027 Forecast: Consolidated Operating Income ＜グラフ＞ (vs. FY2026 Results) 赤：235緑：010青：030 Excluding the overall impact of foreign exchange 赤：135緑：135青：135 rates and swap valuation gains/losses, etc： -275.0 (billions of yen) -1,100.0 +735.0 ＜ご留意頂きたい点＞ +125.0 -326.2 ・下の【内訳】は本番資料の +700.0 3,900.0 3,766.2 文章形式から表形式に変更。 Increase or PPT上で修正が可能。 Other *4 Effects of Decrease in Cost Marketing FOREX Expenses and Reduction Efforts *2 Rates *1 Expense Reduction Efforts Efforts *3 Which includes: Materials Prices-1,325.0 (Which includes Middle East impact -345.0) Which includes; Cost Reduction+225.0 Middle East impact -160.0 FY2026 Results FY2027 New Forecast 2025.4-2026.3 2026.4-2027.3 Operating Income (+133.8) 157 yen/US$ 151 yen/US$ 182 yen/€ 175 yen/€ *1 Details *2 Details *3 Details *4 Details Transactional (Imports/Exports) +585.0 Volume, Model Mix +20.0 Labor Cost -210.0 Valuation Gains / Losses from Swaps, etc. -110.0 - US $ +275.0 Value Chain +150.0 Depreciation Expenses -180.0 Unrealized profit adjustment -165.0 - Financial Services - € +85.0 +65.0 R&D Expenses -70.0 Other -51.2 - Other +225.0 Expenses, etc. +585.0 - Accessories / Spare Parts / +85.0 Used Vehicle / Connected, etc. Translational FOREX Impact Concerning +150.0 Overseas Subsidiaries, etc. Other +530.0 30 内訳内訳内訳内訳 △ -米ドル△△△ -ユーロ△△△ -その他通貨

＜修正履歴＞「作成中」テキストを外してから、 (Ref.) Analysis of FY2027 Forecast: Consolidated Operating Income 修正をした場合は、 (vs. Previous Forecast) 完了の日付と時刻の入力をお願いしま Excluding the overall impact of foreign exchange す（Teamsのチャットに、事前連絡いれてます (billions of yen) rates and swap valuation gains/losses, etc： +510.0 か？ +365.0 -30.0 3,900.0 完了後は、チャットに完了の投稿をお願いしま +140.0す） Other *4 3,400.0 +5.0 +20.0 Increase or Marketing Cost 修正①： Effects of Decrease in Efforts *2 Reduction 修正②： FOREX Expenses and Efforts Rates *1 Expense Reduction Efforts *3 Which includes: Materials Prices±0 (Which includes Middle East impact ±0) Which includes: Cost Reduction+5.0 Middle East impact +5.0 FY2027 New Forecast FY2027 Previous Forecast 2026.4-2027.3 2026.4-2027.3 Operating Income (+500.0) 160 yen/US$ 157 yen/US$ 181 yen/€ 182 yen/€ *1 Details *2 Details *3 Details *4 Details Transactional (Imports/Exports) ±0.0 Volume, Model Mix +80.0 Labor Cost +25.0 Valuation Gains / Losses from Swaps, etc. -15.0 - US $ -115.0 Value Chain +25.0 Depreciation Expenses ±0.0 Unrealized profit adjustment ±0.0 - € +10.0 - Financial Services ±0.0 R&D Expenses ±0.0 Other -15.0 - Other +105.0 Expenses, etc. +340.0 - Accessories / Spare Parts / +25.0 Used Vehicle / Connected, etc. Translational FOREX Impact Concerning +20.0 Overseas Subsidiaries, etc. Other +35.0 31

(Ref.) Consolidated Vehicle Sales (3 months) （thousands of vehicles） * 99.7% 2,500 2,364 2,372 Japan 488 102.3% 500 N.America 2,000 Europe 99.8% 1,500 739 737 Asia Other 102.6% 1,000 275 282 Central and 432 96.7% South America, 418 500 Oceania, Africa, 97.5% 437 426 Middle East, etc. 0 2025.7-9 2026.7-9 YoY Reference (retail) Toyota and Lexus Vehicle Sales 2,624 2,507 95.6% [46.0%] [55.9%] Electrified Vehicles [%] 1,207 1,401 116.1% HEV 1,102 1,212 110.0% PHEV 51 72 141.3% BEV 54 117 215.5% FCEV 0 0 89.8% Total Retail Vehicle Sales 2,814 2,667 94.8% * 2025.7-9 actual results include Hino-brand vehicles (consolidated vehicle sales: 25 thousand vehicles; total retail vehicle sales: 27 thousand vehicles). 32

(Ref.) Consolidated Financial Summary (3 months) 作成中 (billions of yen) Change 2025.7-9 2026.7-9 Sales Revenues 12,377.4 13,437.0 +1,059.6 Operating Income 839.5 1,127.6 +288.1 Margin 6.8% 8.4% Other Income 386.4 -137.1 -523.5 Share of Profit (Loss) of Investments * 131.5 147.6 +16.0 Accounted for Using the Equity Method Income before Income Taxes 1,225.9 990.5 -235.4 Net Income Attributable to 932.0 759.4 -172.6 Toyota Motor Corporation Margin 7.5% 5.7% US $ 147 yen 159 yen +12 yen FOREX Rates € 172 yen 183 yen +11 yen * Regarding Japan: 111.4 (+24.3 year on year), China: 12.5 (-12.0 year on year), Other: 23.5 (+3.7 year on year) 33

(Ref.) Analysis of Consolidated Operating Income (3 months) Excluding the overall impact of foreign exchange (billions of yen) rates and swap valuation gains/losses, etc.： +10.0 作成中作成中 -61.9 +170.0 -255.0 +340.0 1,127.6 Other *4 +95.0 Increase or 839.5 Decrease in Marketing Cost Effects of Expenses and Efforts *2 Reduction FOREX Expense Reduction Efforts Rates *1 Efforts *3 Which includes: Which includes: Middle East Impact -35.0 Materials Prices -325.0 (Which includes Middle East Impact -100.0) Cost Reduction +70.0 2025.7-9 2026.7-9 147 yen/US$ 159 yen/US$ Operating Income (+288.1) 172 yen/€ 183 yen/€ * *1 1 D De et ta aiills s * *2 2 D De et ta aiills s * *3 3 D De et ta aiills s * *4 4 D De et ta aiills s T Tr ra an nsa sact ctiio on na all ( (IIm mp po or rtts/ s/E Ex xp po or rtts) s) + +2 25 55 5..0 0 V Vo ollu um me e,, M Mo od de ell M Miix x - -5 55 5..0 0 L La ab bo or r C Co ost st - -5 50 0..0 0 V Va allu ua attiio on n G Ga aiin ns s // L Lo osse sses s ffr ro om m S Sw wa ap ps, s, e ettc. c. - -5 54 4..6 6 - - U US S $ $ + +1 14 40 0..0 0 V Va allu ue e C Ch ha aiin n + +4 40 0..0 0 D De ep pr re eci cia attiio on n E Ex xp pe en nse ses s - -3 35 5..0 0 U Un nr re ea alliize zed d P Pr ro offiitt A Ad djju ust stm me en ntt + +1 12 2..0 0 - Financial Services - - € € + +2 25 5..0 0 - Financial Services + +1 15 5..0 0 R R& &D D E Ex xp pe en nse ses s - -6 60 0..0 0 O Otth he er r - -1 19 9..3 3 - Other +90.0 Expenses, etc. +315.0 - Other +90.0 Expenses, etc. +315.0 - - A Acce ccesso ssor riie es s // S Sp pa ar re e P Pa ar rtts s // + +2 25 5..0 0 Used Vehicle / Connected, etc. Used Vehicle / Connected, etc. T Tr ra an nsl sla attiio on na all F FO OR RE EX X IIm mp pa act ct C Co on nce cer rn niin ng g +85.0 +85.0 O Ov ve er rse sea as s S Su ub bsi sid diia ar riie es, s, e ettc. c. Other +110.0 Other +110.0 34

(Ref.) Geographic Operating Income (3 months) 10/28 Operating Income (billions of yen) (excluding Valuation Gains/Losses relating to Swaps, etc.) [ ] Margin Consolidated Vehicle Sales (thousands of vehicles) N.America Japan Europe Asia Other Incl. China (excl. investments accounted for using the equity method of associates and joint ventures) (99.8%) 739 737 500 (102.3%) 488 437 （97.5%） 432 (96.7%) 426 418 (102.6%) 282 275 +243.4 475.0 718.5 -2.6 +0.1 +14.1 [9.0%] [12.1%] +77.2 114.8 100.7 94.4 97.0 [8.3%] 224.5 [8.4%] 224.4 [5.0%] [6.1%] 6.7 -70.4 [9.6%] [9.7%] [0.1%] [-1.4%] 2025.7-9 2026.7-9 2025.7-9 2026.7-9 2025.7-9 2026.7-9 2025.7-9 2026.7-9 2025.7-9 2026.7-9 Operating Income including Valuation Gains/Losses relating to Swaps, etc. (billions of yen) 472.1 713.2 -46.7 -19.2 103.7 111.9 228.5 228.8 107.8 108.4 35

(Ref.) China Business / Financial Services (3 months) (Ref.) China Business Financial Services Operating Income of Consolidated Subsidiaries (billions of yen) Operating Income (billions of yen) Share of Profit of Investments Accounted for Using the Equity ＊ Excluding Valuation Gains/Losses relating to Swaps, etc. Method of Associates and Joint Ventures (billions of yen) Toyota and Lexus Vehicle Retail Sales (thousands of vehicles) 464 361 (77.8%) -43.6 212.5 67.1 189.3 +23.2 23.5 -12.0 24.6 2025.7-9 2026.7-9 12.5 Operating Income including Valuation Gains/Losses relating to Swaps, etc. (billions of yen) 2025.7-9 2026.7-9 228.2 196.7 36

(Ref.) Transition of Financial Performance Sales Net Income Attributable to Consolidated Vehicle Operating Income (trillions of yen) (billions of yen) 1 (thousands of vehicles) Revenues Toyota Motor Corporation Sales * Operating Margin (%) 53.5 (billions of yen) 11.9 Net Margin (%) 9,700 50.6 9,595 9,443 9,362 48.0 10.0 8,822 11.0 45.0 9.9 7.3 7.4 7.3 7.6 6.7 6.6 5,352.9 4,795.5 37.2 4,944.9 4,765.0 3,766.2 3,900.0 3,848.0 3,570.0 2,725.0 2,451.3 2023.3 2024.3 2025.3 2026.3 2027.3 2023.3 2024.3 2025.3 2026.3 2027.3 2023.3 2024.3 2025.3 2026.3 2027.3 2023.3 2024.3 2025.3 2026.3 2027.3 2 6 Total Liquid Assets* Total Shareholder Return R&D Expenses* Capital Expenditures (billions of yen) (billions of yen) (billions of yen) (billions of yen) 7 Dividend per Share (yen) Ratio to Sales Revenues (%) Depreciation Expenses* 2,390.6 17,418.0 Interest- (Forecast ) 2,300.0 100 95 16,702.4 90 75 3.3 Bearing 60 3.0 2,134.8 15,171.5 3.0 15,079.5 *3 2.8 2.7 Debt 2,010.8 4,895.1 Share 1,600.0 *4*5 11,313.7 Repurchase 1,522.8 Net Liquid 1,605.8 15,288.3 Assets 1,326.4 1,650.0 14,465.0 1,241.6 12,993.2 1,202.3 1,418.9 1,360.5 12,651.6 2,111.7 1,248.4 Dividend 1,185.0 1,378.4 9,027.7 1,116.9 1,238.2 1,178.4 1,011.7 816.9 2023.3 2024.3 2025.3 2026.3 2027.3 2023.3 2024.3 2025.3 2026.3 2026.9 2023.3 2024.3 2025.3 2026.3 2027.3 2023.3 2024.3 2025.3 2026.3 2027.3 *1 FY2026 actual results include Hino-brand vehicles (104 thousand vehicles), while the FY2027 forecast does not include Hino-brand vehicles (consolidated vehicle sales, Forecast however, include certain Hino-brand vehicles manufactured by Toyota's consolidated subsidiaries). *2 Cash and cash equivalents, time deposits, public and corporate bonds and its investment in monetary trust funds, excluding in each case those relating to financial services. *3 Not including lease liabilities. *4 Excluding shares constituting less than one unit that were purchased upon request and the commission fees incurred for the repurchase. *5 States the maximum value of shares resolved to be repurchased if before the completion of the repurchase period, or the actual purchase price of shares repurchased pursuant to that resolution if after the completion of the repurchase period. *6 Figures for R&D expenses are R&D activity related expenditures incurred during the reporting period and do not conform to research and development costs on Toyota's Consolidated Statement of Income. *7 Figures for depreciation expenses and capital expenditures do not include vehicles in operating lease or right of use assets. 37

Toyota & Lexus (Ref.) FY2027 Forecast: Vehicle Production and Retail Sales FY2026 Results Previous Forecast New Forecast (thousands of vehicles) Change 2025.4-2026.3 2026.4-2027.3 2026.4-2027.3 Japan 3,450 3,400 -50 3,242 *1 Vehicle 生産 Overseas 6,550 6,400 -150 6,651 Production Total 10,000 9,800 -200 9,893 Japan 1,475 1,500 1,550 +50 *1 Retail Overseas Vehicle 9,003 9,000 8,750 -250 Sales Total 10,477 10,500 10,300 -200 *2 *3 *1 *2 Total Retail Vehicle Sales 11,180 10,990 -190 11,283 *1 Including vehicles by Toyota’s unconsolidated entities *2 FY2027 forecast does not include Hino-brand vehicles *3 FY2026 actual results include Hino-brand vehicles (109 thousand vehicles). 38

Customers Total Retail Vehicle Sales Toyota and Lexus Vehicle Sales Distributors or Dealers outside consolidation Consolidated Vehicle Sales * (Ref.) Definitions of Consolidated and Retail Vehicle Sales Toyota- and Lexus- brand vehicles Number of vehicles produced for wholesale by Toyota’s unconsolidated entities (e.g. joint ventures in China, etc.) Number of vehicles produced for wholesale by Toyota Motor Corporation and its consolidated subsidiaries Daihatsu- brand vehicles * There are a limited number of exceptional cases where sales are made other than in accordance with the flowchart above. 39

This press release may not be published, distributed or diffused in the United States of America.

This press release is not an extension into the United States of the tender offer mentioned herein.

Please see the important notice at the end of this press release.

LOGO

(Reference Translation)

November 5, 2026

To Whom It May Concern:


		Company Name:		TOYOTA MOTOR CORPORATION

		Name and Title of Representative:		Kenta Kon, 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 Number: 0565-28-2121)

Notice Concerning Partial Amendment to the Matters Relating to the Repurchase of Shares, Repurchase of Shares and

Tender Offer for Own Shares, and Partial Amendment to the Matters Relating to the Retirement of Treasury Shares

TOYOTA MOTOR CORPORATION (the “Company”) hereby announces that, with regard to the matters relating to the repurchase of shares which were resolved, pursuant to Article 156, Paragraph 1 of the Companies Act of Japan (Act No. 86 of 2005, as amended; the “Companies Act”) as applied by replacing certain terms under Article 165, Paragraph 3 of the Companies Act, and the retirement of treasury shares which was resolved, pursuant to Article 178 of the Companies Act, at the meeting of the board of directors held on August 4, 2026, it has resolved, at the meeting of the board of directors held on November 5, 2026, to partially amend the matters relating to the repurchase of shares (an increase in the share repurchase limits and the addition of a specific repurchase method), to repurchase its shares and conduct a tender offer for own shares (the “Tender Offer”), and to partially amend the matters relating to the retirement of treasury shares.

I.	Partial Amendment to the Matters Relating to the Repurchase of Shares

1.	Reason for the amendment

With the aim of improving capital efficiency by carrying out flexible share repurchases in light of the market’s valuations and current price level of the Company’s common stock, the Company has been conducting a repurchase of shares pursuant to the resolution of the meeting of the board of directors held on August 4, 2026. The Company is amending the total number of shares to be repurchased, the total repurchase price, and the method of repurchase in order to conduct the Tender Offer described below in “II. Repurchase of Shares and Tender Offer for Own Shares.”

(Note) Not for distribution in or into the United States.

2.	Details of the amendment to the matters relating to the repurchase

Amended portions are indicated by underlines.


	Before amendment (resolution of the meeting of the board of directors held on August 4, 2026)	After amendment (resolution of the meeting of the board of directors held on November 5, 2026)
(1) Class of shares to be repurchased	Shares of common stock of the Company	Shares of common stock of the Company
(2) Total number of shares to be repurchased	500 million shares (maximum) (represents 4.22% of the total number of issued shares (excluding treasury shares))	610 million shares (maximum) (represents 5.18% of the total number of issued shares (excluding treasury shares))
(3) Total repurchase price	1,000 billion yen (maximum)	1,300 billion yen (maximum)
(4) Period of repurchase	From August 5, 2026 to August 4, 2027	From August 5, 2026 to August 4, 2027
(5) Method of repurchase	Open market purchases	Open market purchases and a tender offer for own shares

(Note)

The ratio to the total number of issued shares (excluding treasury shares) in “(2) Total number of shares to be repurchased” before the amendment is the ratio (rounded to the second decimal place) to 11,842,234,260 shares, which is the total number of issued shares (excluding treasury shares) as of June 30, 2026, and the ratio to the total number of issued shares (excluding treasury shares) in “(2) Total number of shares to be repurchased” after the amendment is the ratio (rounded to the second decimal place) to 11,779,620,513 shares, which is the total number of issued shares (excluding treasury shares) as of September 30, 2026.

II.	Repurchase of Shares and Tender Offer for Own Shares

1.	Purpose of the purchase, etc.

The Company, as stated in the “Dividends” section posted on its website, regards the enhancement of shareholders’ interests as one of its important management policies, and remains committed to improving its corporate structure and increasing its corporate value in order to achieve sustainable growth. With regard to dividends, the Company strives to increase its dividend payments on a stable and continuous basis.

In order to continue to survive intense competition and to transform itself into a mobility company, the Company will use retained earnings to invest in next-generation growth drivers, including environmental technologies to realize a carbon-neutral society and safety technologies for the safety and security of customers, and to create benefits for all stakeholders, including employees, business partners, and local communities.

The Company’s basic policy is to pay dividends of surplus (jouyokin no haitou) twice a year as an interim dividend and a year-end dividend, and the Company resolves to pay these dividends at a meeting of the board of directors pursuant to the Articles of Incorporation.

In the fiscal year ended March 31, 2026, the Company paid an interim dividend of 45 yen per share and a year-end dividend of 50 yen per share, with a payout ratio (consolidated) of 32.1%.

The Company’s Articles of Incorporation provide that the Company may, pursuant to Article 165, Paragraph 2 of the Companies Act, repurchase its shares by a resolution of the board of directors without a resolution of the general meeting of shareholders. The purpose of this provision is to implement a flexible capital policy that is responsive to the business environment. During the past five years to date, the Company has repurchased its shares through market purchases on the Tokyo Stock Exchange, Inc. (the “TSE”), off-auction trading, and tender offers, as shown in the table below:

(Note) Not for distribution in or into the United States.


Date of resolution	Cumulative repurchase period	Cumulative number of shares repurchased	Cumulative total repurchase price
November 4, 2021 (at the meeting of the board of directors held on that date)	November 5, 2021 - March 7, 2022	70,355,500 shares	149,999,840,600 yen
March 23, 2022 (at the meeting of the board of directors held on that date)	March 24, 2022 - May 10, 2022	46,225,900 shares	99,999,829,781 yen
May 11, 2022 (at the meeting of the board of directors held on that date)	June 17, 2022 - November 1, 2022	90,270,600 shares	185,684,676,616 yen
November 1, 2022 (at the meeting of the board of directors held on that date)	November 2, 2022 - March 16, 2023	79,158,400 shares	149,999,952,100 yen
May 10, 2023 (at the meeting of the board of directors held on that date)	May 18, 2023 - October 30, 2023	64,590,700 shares	149,999,927,050 yen
November 1, 2023 (at the meeting of the board of directors held on that date)	November 2, 2023 - April 24, 2024	32,097,200 shares	99,999,796,450 yen
May 8, 2024 (at the meeting of the board of directors held on that date) (Notes 1 and 2)	May 9, 2024 - April 15, 2025	436,859,275 shares	1,199,999,856,557 yen
June 3, 2025 (written resolution in lieu of a resolution of the board of directors) (Note 3)	March 31, 2026 - June 30, 2026	1,192,330,962 shares	3,656,879,060,454 yen

(Note 1)

The shares repurchased pursuant to the resolution of the meeting of the board of directors held on May 8, 2024 include the 290,122,375 shares (total repurchase price: 806,830,324,875 yen) repurchased through a tender offer (period of repurchase, etc.: from July 24, 2024 to August 26, 2024) conducted pursuant to the resolution of the meeting of the board of directors held on July 23, 2024.

(Note 2)

The shares repurchased pursuant to the resolution of the meeting of the board of directors held on May 8, 2024 include the 29,673,300 shares (total repurchase price: 77,655,026,100 yen) repurchased through the off-auction own share repurchase trading system (ToSTNeT-3) conducted on September 25, 2024, pursuant to the resolution of the meeting of the board of directors held on September 24, 2024.

(Note 3)

These are the 1,192,330,962 shares (total repurchase price: 3,656,879,060,454 yen) repurchased through a tender offer (period of repurchase, etc.: from March 31, 2026 to April 27, 2026) conducted pursuant to the written resolution dated June 3, 2025 in lieu of a resolution of the board of directors, the resolution of the meeting of the board of directors held on January 14, 2026, and the written resolution dated March 30, 2026 in lieu of a resolution of the board of directors.

(Note) Not for distribution in or into the United States.

The Company has been continuously repurchasing its shares to date as shown in the table above, and in light of the market’s valuations and current price level of the Company’s common stock and with the aim of further improving capital efficiency, the Company resolved at the meeting of the board of directors held on August 4, 2026 to conduct a repurchase of shares with the total number of shares to be repurchased set at 500,000,000 shares (representing 4.22% of the total number of issued shares (excluding treasury shares) as of the date of the resolution), the total repurchase price set at 1,000 billion yen, and the period of repurchase set to run from August 5, 2026 to August 4, 2027, and is currently conducting such repurchase of shares (Note 4).

(Note 4)

The Company has repurchased 63,766,500 shares of its common stock (total repurchase price: 195,000,372,200 yen) during the period from August 5, 2026 to September 30, 2026.

Meanwhile, the Company has several shareholders who hold the Company’s common stock as policy-held shares (the “Policy Holding Shareholders”). In particular, the respective non-life insurance companies that are shareholders of the Company have announced policies to reduce their policy-held shares.

Under these circumstances, in early September 2026, the Company began considering repurchasing a portion of the Company’s common stock held by the Policy Holding Shareholders, as treasury shares, because if the Policy Holding Shareholders sell the Company’s common stock in the market, a certain number of the Company’s common stock would be released into the market, causing a temporary deterioration in the supply and demand for the Company’s common stock and a possible negative impact on the stock price, and if the Company repurchases the Company’s common stock as treasury shares, it would contribute to the improvement of the Company’s capital efficiency, including earnings per share (EPS) and return on equity (ROE).

With regard to the specific method of the repurchase of shares, the Company took into consideration the transparency of transactions and the status of transactions in the market, and concluded that it is appropriate to conduct the repurchase of shares by way of a tender offer for the following reasons: (i) a tender offer will provide shareholders other than the Prospective Tendering Shareholders (as defined below) with a certain period of time to consider the offer, and will also give them the opportunity to decide, based on market price trends, whether to accept the Company’s repurchase of shares; (ii) a purchase made through statutory tender offer procedures will ensure the transparency of transactions; (iii) a tender offer is an off-market transaction with relatively little impact on the liquidity of the Company’s common stock in the market; and (iv) the purchase of own shares through a market purchase or off-auction trading requires that the purchase price be set at the market price, does not permit a purchase at a certain discount from the market price, and is therefore not a superior option to a tender offer.

Accordingly, the Company approached, on September 17, 2026, Mitsui Sumitomo Insurance Company, Limited (“Mitsui Sumitomo Insurance”), a shareholder of the Company, Aioi Nissay Dowa Insurance Co., Ltd. (“Aioi Nissay Dowa”), a shareholder of the Company, and MS&AD Insurance Group Holdings, Inc. (“MS&AD”), which is the parent company of Mitsui Sumitomo Insurance and Aioi Nissay Dowa, regarding the tendering of a portion of the 153,128,935 shares of the Company’s common stock held by Mitsui Sumitomo Insurance (shareholding ratio (Note 5): 1.30%) and the 8,342,020 shares of the Company’s common stock held by Aioi Nissay Dowa (shareholding ratio: 0.07%) and, on September 18, 2026, approached Tokio Marine & Nichido Fire Insurance Co., Ltd. (“Tokio Marine & Nichido”), a shareholder of the Company, regarding the tendering of a portion of the 127,661,870 shares of the Company’s common stock held by Tokio Marine & Nichido (shareholding ratio: 1.08%), in the event a tender offer aimed at repurchasing the Company’s shares is conducted. The Company received, on September 18, 2026, a response from MS&AD stating that Mitsui Sumitomo Insurance and Aioi Nissay Dowa would tender a portion of the Company’s common stock held by Mitsui Sumitomo Insurance and Aioi Nissay Dowa and, on September 24, 2026, a response from Tokio Marine & Nichido stating that Tokio Marine & Nichido would tender a portion of the Company’s common stock it holds. In addition, on September 30, 2026, Sompo Japan Insurance Inc. (“Sompo Japan”; together with Mitsui Sumitomo Insurance, Aioi Nissay Dowa, and Tokio Marine & Nichido, the “Prospective Tendering Shareholders”), a shareholder of the Company, informed the Company that it intended to sell a portion of the 25,472,540 shares of the Company’s common stock it holds (shareholding ratio: 0.22%) (this includes the 1,650,000 shares of the Company’s common stock contributed to the retirement benefit trust set up by Sompo Japan, in respect of which Sompo Japan retains the right to instruct the exercise of voting rights). Accordingly, after confirming with Sompo Japan the feasible methods for the sale, on October 8, 2026, the Company approached Sompo Japan regarding tendering in a tender offer aimed at repurchasing the Company’s shares, in the event such tender offer is conducted. On October 9, 2026, the Company received a response from Sompo Japan stating that it would tender a portion of the Company’s common stock it holds.

(Note) Not for distribution in or into the United States.

(Note 5)

The “shareholding ratio” is the ratio (rounded to the second decimal place) to the number of shares (11,779,620,513 shares) calculated by deducting the number of treasury shares held by the Company as of September 30, 2026 (2,815,366,947 shares) (excluding 1,373,200 shares of the Company’s common stock held by the ESOP (employee stock ownership plan) trust used for the Company’s share-based compensation plan) from the total number of issued shares (14,594,987,460 shares) as of that day as described in the “FY2027 Semi-Annual Consolidated Financial Results” published by the Company on November 5, 2026 (the “Financial Results”). The same applies hereinafter.

Subsequently, the Company began considering the specific terms of the Tender Offer, and in determining the purchase price of the Tender Offer (the “Tender Offer Price”), the Company considered that it would be desirable to: (i) use the market price of the Company’s common stock as a basis, from the perspective of emphasizing the clarity and objectivity of the basis; and (ii) repurchase the shares at a price discounted to a certain extent from the market price to prevent the outflow of assets from the Company to the extent possible, from the perspective of respecting the interests of the shareholders who will continue to hold the Company’s common stock without tendering in the Tender Offer. In addition, on October 9, 2026, the Company made a proposal to MS&AD, Tokio Marine & Nichido, and Sompo Japan regarding the tendering of 108,750,741 shares (shareholding ratio: 0.92%) (the “Shares Proposed for Tender”), comprising 60,729,315 shares (shareholding ratio: 0.52%), a portion of the Company’s common stock held by Mitsui Sumitomo Insurance (153,128,935 shares) (shareholding ratio: 1.30%), 3,308,326 shares (shareholding ratio: 0.03%), a portion of the Company’s common stock held by Aioi Nissay Dowa (8,342,020 shares) (shareholding ratio: 0.07%), 38,298,600 shares (shareholding ratio: 0.33%), a portion of the Company’s common stock held by Tokio Marine & Nichido (127,661,870 shares) (shareholding ratio: 1.08%), and 6,414,500 shares (shareholding ratio: 0.05%) (this includes the 1,650,000 shares of the Company’s common stock contributed to the retirement benefit trust set up by Sompo Japan, in respect of which Sompo Japan retains the right to instruct the exercise of voting rights), a portion of the Company’s common stock held by Sompo Japan (25,472,540 shares) (shareholding ratio: 0.22%) (this includes the 1,650,000 shares of the Company’s common stock contributed to the retirement benefit trust set up by Sompo Japan, in respect of which Sompo Japan retains the right to instruct the exercise of voting rights), in the Tender Offer if the Company conducts a tender offer at a price discounted 10% from the lower of: (i) the closing price of the Company’s common stock on the TSE Prime Market on November 4, 2026, i.e., the business day immediately preceding the date of the board of directors’ meeting at which a resolution was made to conduct the Tender Offer; and (ii) the simple average closing price of the Company’s common stock for the past one month up to the same day. In respect of the discount rate, in order to grasp the status of the discount rate in a certain number of recent similar projects, among the 59 cases of tender offers for own shares for which settlement was completed between October 2024 and September 2026 (the “Reference Cases”), in 52 cases (excluding a total of 7 cases involving share repurchases through tender offers conducted as part of going-private transactions, cases in which a premium was set, and cases in which the tender offer price was determined using a share valuation report) (of which a discount rate of 8% (the figures are rounded to the nearest whole number in calculating the discount rates for the Reference Cases) or more and less than 10% was set in 1 case, a discount rate of 10% was set in 47 cases, and a discount rate of 11% or more was set in 4 cases), the most common discount rate was 10%. By reference to this, the Company considered a discount rate of 10% was typical and at a reasonable level, and determined that it is appropriate to set the discount rate at 10% in the Tender Offer. Furthermore, with respect to the price of the Company’s common stock that serves as the basis for the discount, the Company considered that while adopting a smoothed value, such as the average stock price over a certain period, is considered to eliminate the influence of extraordinary factors including temporary stock price fluctuations, and thus provides an objective and reasonable basis for calculation, in order to reduce the possibility of the market price falling below the Tender Offer Price due to fluctuations during the period for repurchase, etc. of the Tender Offer (the “Tender Offer Period”), the Tender Offer Price needs to be at a level that is at a discount even to the latest market stock price. Accordingly, the Company considered it reasonable, and thus determined, to set the price at the lower of: (i) the closing price of the Company’s common stock on the TSE Prime Market on the business day immediately preceding the date of the meeting of the board of directors at which the Tender Offer Price would be finally determined; and (ii) the simple average closing price of the Company’s common stock on the TSE Prime Market for the past one month up to the immediately preceding business day. As a result, the Company received a response from MS&AD on October 14, 2026, from Tokio Marine & Nichido on October 16, 2026, and from Sompo Japan on October 14, 2026, confirming that, if the Company conducts the Tender Offer on such terms, the Prospective Tendering Shareholders will tender in the Tender Offer the Shares Proposed for Tender they respectively hold as of today.

(Note) Not for distribution in or into the United States.

Based on the considerations and discussions above, the Company resolved at the meeting of the board of directors held on November 5, 2026: (i) to repurchase the shares pursuant to Article 156, Paragraph 1 of the Companies Act as applied by replacing certain terms under Article 165, Paragraph 3 of the Companies Act and the Company’s Articles of Incorporation; (ii) to conduct the Tender Offer as the specific method thereof; (iii) given that the closing price of the Company’s common stock was 3,028 yen on November 4, 2026, i.e., the business day immediately preceding the date of the resolution of the Company’s board of directors meeting, and the simple average closing price of the Company’s common stock was 3,030 yen for the past one month up to the same date (rounded to the nearest yen; the same applies hereinafter for the calculation of the simple average closing price), to set the Tender Offer Price at 2,725 yen (rounded to the nearest yen; the same applies hereinafter for the calculation of the Tender Offer Price), which is calculated by applying a 10% discount rate to 3,028 yen, which is the lower price of the two; and (iv) from the perspective of minimizing the outflow of funds within the scope of the purpose of conducting the Tender Offer, namely repurchasing the shares from the Prospective Tendering Shareholders, to set the number of shares to be purchased in the Tender Offer at 108,750,741 shares (shareholding ratio: 0.92%), which was the number of shares that MS&AD, Tokio Marine & Nichido, and Sompo Japan responded that they would tender, and, in light of the possibility that, if the number of tendered shares exceeds the number of shares to be purchased, adjustment to the pro rata allocation to conform to the applicable trading unit may result in the number of shares actually purchased exceeding the planned number of shares to be purchased, to set the maximum number of shares to be purchased at 108,750,841 shares (shareholding ratio: 0.92%), which is calculated by adding one unit (100 shares) to the number of shares to be purchased.

In addition, taking into account the discussions with the Prospective Tendering Shareholders, the Company reviewed the relationship with the repurchase of shares being conducted pursuant to the resolution of the meeting of the board of directors held on August 4, 2026 and as a result, the Company came to believe that repurchasing the Company’s common shares from Policy Holding Shareholders through the Tender Offer does not necessarily coincide with the purpose of the repurchase of shares conducted pursuant to the resolution of the meeting of the board of directors held on August 4, 2026 and furthermore, that it will contribute to further returning profits to shareholders and improving capital efficiency. Accordingly, in late October 2026, the Company concluded that it is appropriate to conduct the Tender Offer after increasing the maximum limit of repurchase of shares conducted pursuant to the resolution of the meeting of the board of directors held on August 4, 2026 and therefore, at the meeting of the board of directors held on November 5, 2026, the Company resolved to conduct the Tender Offer and, at the same time, resolved to increase the limits for the share repurchase conducted pursuant to the resolution of the meeting of the board of directors held on August 4, 2026, from 500,000,000 shares to 610,000,000 shares and from 1,000 billion yen to 1,300 billion yen, respectively.

The Company has confirmed with MS&AD, Tokio Marine & Nichido, and Sompo Japan that, because purchases would be made on a pro rata basis if the number of share certificates, etc. tendered in the Tender Offer (the “Tendered Share Certificates”) exceeds the number of shares to be purchased, the Prospective Tendering Shareholders will tender in the Tender Offer the number of shares exceeding the Shares Proposed for Tender – specifically, Mitsui Sumitomo Insurance will tender 153,128,935 shares (shareholding ratio: 1.30%), Aioi Nissay Dowa will tender 8,342,020 shares (shareholding ratio: 0.07%), Tokio Marine & Nichido will tender 96,569,900 shares (shareholding ratio: 0.82%), and Sompo Japan will tender 16,174,200 shares (shareholding ratio: 0.14%). However, the Company has been informed that the policy on the handling, including disposition, of the Company’s common stock remaining in the possession of the Prospective Tendering Shareholders following the Tender Offer as a result of tendering in the Tender Offer has not been determined at present, and that they intend to consider possible options.

(Note) Not for distribution in or into the United States.

With respect to the funds required for the Tender Offer, the Company plans to allocate all funds from its own capital. The Company’s consolidated on-hand liquidity (cash and cash equivalents; the same applies hereinafter for the calculation of on-hand liquidity) as of September 30, 2026, as described in the Financial Results, was 9,484,484 million yen (on-hand liquidity ratio: 2.1 months (Note 6)), and is expected to be 9,188,125 million yen (on-hand liquidity ratio: 2.0 months) even after appropriating the funds required for the purchase, etc. in the Tender Offer (296,359 million yen). Therefore, since on-hand liquidity can be sufficiently secured, it is considered that the Company’s financial health and security can be maintained in the future.

(Note 6)

This figure was obtained by dividing the Company’s consolidated on-hand liquidity as of September 30, 2026 stated in the Financial Results by the Company’s monthly consolidated sales revenue (the figure obtained by dividing the consolidated sales revenue for the FY2027 interim period (For the six months ended September 30, 2026) by six months) calculated from the Financial Results (rounded to the first decimal place).

In addition, the Company plans to retire the shares repurchased through the Tender Offer on the last day of the quarter that includes the date on which the repurchase of shares, conducted pursuant to the resolutions of the meetings of the board of directors held on August 4, 2026 and November 5, 2026, is completed.

2.	Details of the resolution of the board of directors on the share repurchase

(1)	Details of the resolution


Class of share certificates, etc.	Total number of shares	Total price for the repurchase
Common stock	610,000,000 shares (upper limit)	1,300,000,000,000 yen (upper limit)

(Note 1)

The total number of issued shares is 14,594,987,460 shares (as of today).

(Note 2)

The total number of shares to be repurchased is the maximum number of shares after it was resolved, at the board of directors meeting held on November 5, 2026, to increase the maximum number of shares to be repurchased, which was initially set at 500,000,000 shares pursuant to the resolution of the board of directors meeting held on August 4, 2026.

(Note 3)

The total price for the repurchase is the maximum total purchase price after it was resolved, at the board of directors meeting held on November 5, 2026, to increase the maximum total purchase price for the repurchase, which was initially set at 1,000 billion yen pursuant to the resolution of the board of directors meeting held on August 4, 2026.

(Note 4)

The period during which the shares can be repurchased is from August 5, 2026, to August 4, 2027.

(2)	Listed share certificates, etc. relating to own shares already repurchased pursuant to such resolution


Class of share certificates, etc.	Total number of shares	Total price for the repurchase
Common stock	63,766,500 shares	195,000,372,200 yen

(Note)

The above figures are the total number of repurchased shares and the total price for the repurchase during the period from August 5, 2026 to September 30, 2026.

(Note) Not for distribution in or into the United States.

3.	Overview of the Tender Offer

(1)	Schedule, etc.


(a) Date of resolution of the board of directors		Thursday, November 5, 2026
(b) Publication date for commencing the tender offer		Friday, November 6, 2026 An electronic public notice will be given and a notification of such electronic public notice will be published in the Nihon Keizai Shimbun. URL of the electronic public notice: https://disclosure2.edinet-fsa.go.jp/
(c) Filing date of the tender offer registration statement		Friday, November 6, 2026
(d) Period of the purchase, etc.		From Friday, November 6, 2026 to Monday, December 7, 2026 (21 business days)

(2)	Tender Offer Price

2,725 yen per share of common stock

(3)	Basis for calculation of Tender Offer Price

(a)

Basis for calculation

In determining the Tender Offer Price, the Company considered that it would be desirable to: (i) use the market price of the Company’s common stock as a basis, from the perspective of emphasizing the clarity and objectivity of the basis; and (ii) repurchase the shares at a price discounted to a certain extent from the market price to prevent the outflow of assets from the Company to the extent possible, from the perspective of respecting the interests of the shareholders who will continue to hold the Company’s common stock without tendering in the Tender Offer. In addition, on October 9, 2026, the Company made a proposal to MS&AD, Tokio Marine & Nichido, and Sompo Japan regarding the tendering of the Shares Proposed for Tender if the Company conducts a tender offer at a price discounted 10% from the lower of: (i) the closing price of the Company’s common stock on the TSE Prime Market on November 4, 2026, i.e., the business day immediately preceding the date of the board of directors’ meeting at which a resolution was made to conduct the Tender Offer; and (ii) the simple average closing price of the Company’s common stock for the past one month up to the same day. In respect of the discount rate, in order to grasp the status of the discount rate in a certain number of recent similar projects, among the 59 Reference Cases, in 52 cases (excluding a total of 7 cases involving share repurchases through tender offers conducted as part of going-private transactions, cases in which a premium was set, and cases in which the tender offer price was determined using a share valuation report) (of which a discount rate of 8% or more and less than 10% was set in 1 case, a discount rate of 10% was set in 47 cases, and a discount rate of 11% or more was set in 4 cases), the most common discount rate was 10%. By reference to this, the Company considered a discount rate of 10% was typical and at a reasonable level, and determined that it is appropriate to set the discount rate at 10% in the Tender Offer. Furthermore, with respect to the price of the Company’s common stock that serves as the basis for the discount, the Company considered that while adopting a smoothed value, such as the average stock price over a certain period, is considered to eliminate the influence of extraordinary factors including temporary stock price fluctuations, and thus provides an objective and reasonable basis for calculation, in order to reduce the possibility of the market price falling below the Tender Offer Price due to fluctuations during the Tender Offer Period, the Tender Offer Price needs to be at a level that is at a discount even to the latest market stock price. Accordingly, the Company considered it reasonable, and thus determined, to set the price at the lower of: (i) the closing price of the Company’s common stock on the TSE Prime Market on the business day immediately preceding the date of the meeting of the board of directors at which the Tender Offer Price would be finally determined; and (ii) the simple average closing price of the Company’s common stock on the TSE Prime Market for the past one month up to the immediately preceding business day. As a result, the Company received a response from MS&AD on October 14, 2026, from Tokio Marine & Nichido on October 16, 2026, and from Sompo Japan on October 14, 2026, confirming that, if the Company conducts the Tender Offer on such terms, the Prospective Tendering Shareholders will tender in the Tender Offer the Shares Proposed for Tender they respectively hold as of today.

(Note) Not for distribution in or into the United States.

Based on the considerations and discussions above, the Company resolved at the meeting of the board of directors held on November 5, 2026: (i) to repurchase the shares pursuant to Article 156, Paragraph 1 of the Companies Act as applied by replacing certain terms under Article 165, Paragraph 3 of the Companies Act and the Company’s Articles of Incorporation; (ii) to conduct the Tender Offer as the specific method thereof; (iii) given that the closing price of the Company’s common stock was 3,028 yen on November 4, 2026, i.e., the business day immediately preceding the date of the resolution of the Company’s board of directors meeting, and the simple average closing price of the Company’s common stock was 3,030 yen for the past one month up to the same date, to set the Tender Offer Price at 2,725 yen, which is calculated by applying a 10% discount rate to 3,028 yen, which is the lower price of the two; and (iv) from the perspective of minimizing the outflow of funds within the scope of the purpose of conducting the Tender Offer, namely, repurchasing the shares from the Prospective Tendering Shareholders, to set the number of shares to be purchased in the Tender Offer at 108,750,741 shares (shareholding ratio: 0.92%), which was the number of shares that MS&AD, Tokio Marine & Nichido, and Sompo Japan responded that they would tender, and, in light of the possibility that, if the number of tendered shares exceeds the number of shares to be purchased, adjustment to the pro rata allocation to conform to the applicable trading unit may result in the number of shares actually purchased exceeding the planned number of shares to be purchased, to set the maximum number of shares to be purchased at 108,750,841 shares (shareholding ratio: 0.92%), which is calculated by adding one unit (100 shares) to the number of shares to be purchased.

The Tender Offer Price of 2,725 yen represents a 10.01% discount (rounded to the second decimal place; the same applies hereinafter for the calculation of the discount rate) from 3,028 yen, the closing price of the Company’s common stock on the TSE Prime Market on November 4, 2026, i.e., the business day immediately preceding the date of the board of directors’ meeting at which a resolution was made to conduct the Tender Offer; a 10.07% discount from 3,030 yen, the simple average closing price of the Company’s common stock for the past one month up to the same day; and a 9.95% discount from 3,026 yen, the simple average closing price of the Company’s common stock for the past three months up to the same day.

Based on a resolution of the board of directors on August 4, 2026, the Company has repurchased 63,766,500 shares of the Company’s common stock for 195,000,372,200 yen through market purchases during the period from August 5, 2026, to September 30, 2026. The average repurchase price per share for these repurchases through the market purchase method was 3,058 yen (rounded to the nearest yen), resulting in a difference of 333 yen (rounded to the nearest yen) compared to the Tender Offer Price. This difference arises because the repurchase price using the market purchase method was determined based on the market prices on each repurchase date, whereas the Tender Offer Price is based on the closing price of the Company’s common stock on the business day immediately preceding the date of the board of directors’ meeting at which a resolution was made to conduct the Tender Offer, which was 3,028 yen. This reference price represents a 0.98% decrease (rounded to the second decimal place) compared to the repurchase price of 3,058 yen for such market purchases; a 10% discount was further applied to arrive at the Tender Offer Price.

(b)

Calculation background

Following the considerations described in “(a) Basis for calculation” above, on October 9, 2026, the Company made a proposal to MS&AD, Tokio Marine & Nichido, and Sompo Japan regarding the tendering of the Shares Proposed for Tender in the Tender Offer if the Company conducts a tender offer at a price discounted 10% from the lower of: (i) the closing price of the Company’s common stock on the TSE Prime Market on November 4, 2026, i.e., the business day immediately preceding the date of the board of directors’ meeting at which a resolution was made to conduct the Tender Offer; and (ii) the simple average closing price of the Company’s common stock for the past one month up to the same day.

(Note) Not for distribution in or into the United States.

As a result, the Company received a response from MS&AD on October 14, 2026, from Tokio Marine & Nichido on October 16, 2026, and from Sompo Japan on October 14, 2026, confirming that, if the Company conducts the Tender Offer on such terms, the Prospective Tendering Shareholders will tender in the Tender Offer the Shares Proposed for Tender they respectively hold as of today.

Based on the considerations and discussions above, the Company resolved at the meeting of the board of directors held on November 5, 2026: (i) to repurchase the shares pursuant to Article 156, Paragraph 1 of the Companies Act as applied by replacing certain terms under Article 165, Paragraph 3 of the Companies Act and the Company’s Articles of Incorporation; (ii) to conduct the Tender Offer as the specific method thereof; (iii) given that the closing price of the Company’s common stock was 3,028 yen on November 4, 2026, i.e., the business day immediately preceding the date of the resolution of the Company’s board of directors meeting, and the simple average closing price of the Company’s common stock was 3,030 yen for the past one month up to the same date, to set the Tender Offer Price at 2,725 yen, which is calculated by applying a 10% discount rate to 3,028 yen, which is the lower price of the two; and (iv) from the perspective of minimizing the outflow of funds within the scope of the purpose of conducting the Tender Offer, namely, repurchasing the shares from the Prospective Tendering Shareholders, to set the number of shares to be purchased in the Tender Offer at 108,750,741 shares (shareholding ratio: 0.92%), which was the number of shares that MS&AD, Tokio Marine & Nichido, and Sompo Japan responded that they would tender, and, in light of the possibility that, if the number of tendered shares exceeds the number of shares to be purchased, adjustment to the pro rata allocation to conform to the applicable trading unit may result in the number of shares actually purchased exceeding the planned number of shares to be purchased, to set the maximum number of shares to be purchased at 108,750,841 shares (shareholding ratio: 0.92%), which is calculated by adding one unit (100 shares) to the number of shares to be purchased.

(4)	Number of share certificates to be purchased


Class of share certificates	Number of share certificates to be purchased	Number of share certificates to be in excess	Total
Common stock	108,750,741 shares	— shares	108,750,741 shares

(Note 1)

If the total number of the Tendered Share Certificates does not exceed the number of share certificates to be purchased (108,750,741 shares), the Company will purchase all of the Tendered Share Certificates. If the total number of Tendered Share Certificates exceeds the number of share certificates to be purchased (108,750,741 shares), the Company will refrain from purchasing all or part of the excess and will conduct delivery and other settlements relating to the purchase of share certificates according to the pro rata method provided in Article 27-13, Paragraph 5 of the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the “Act”) that is applied mutatis mutandis pursuant to Article 27-22-2, Paragraph 2 of the Act, and Article 21 of the Cabinet Office Order on Disclosure Required for Tender Offer for Listed Share Certificates by Issuers (Ministry of Finance Order No. 95 of 1994, as amended).

(Note 2)

Shares constituting less than one unit are also subject to the Tender Offer. If the shareholders exercise their right to demand purchase of shares less than one unit in accordance with the Companies Act, the Company may purchase its own shares during the Tender Offer Period in accordance with the procedures under laws and regulations.

(5)	Funds required for Tender Offer

296,358,769,225 yen

(Note)

The amount of funds required for the tender offer represents the sum of the estimated amounts of the purchase consideration (296,345,769,225 yen), the handling fees for the tender offer, and miscellaneous expenses, such as printing costs, for public notice regarding the tender offer and for the tender offer explanation statement and other necessary documents.

(Note) Not for distribution in or into the United States.

(6)	Settlement method

(a)

Name and address of head office of securities company/bank that will conduct settlement of the tender offer

SMBC Nikko Securities Inc. 3-1, Marunouchi 3-chome, Chiyoda-ku, Tokyo

(b)

Commencement date of settlement

December 29, 2026 (Tuesday)

(c)

Settlement method

Upon expiration of the Tender Offer Period, a written notice of purchase through the Tender Offer will be sent by post without delay to the address or location of any person who has accepted the offer for purchase or who has offered the sale of the share certificates, etc. subject to the Tender Offer (the “Tendering Shareholders”) (or, in the case of shareholders residing outside Japan, including corporate shareholders (the “Foreign Shareholders”), to the address or location of their standing proxy in Japan (the “Standing Proxy”)).

The purchase will be made in cash. The amount remaining after deduction of any applicable withholding tax (Note) from the purchase price will be remitted by the tender offer agent to the place designated by the Tendering Shareholders (or, in the case of Foreign Shareholders, their Standing Proxy) without delay on or after the commencement date of settlement.

(Note)

Regarding tax-related matters on shares purchased through the Tender Offer

Shareholders should each consult their own experts, including certified tax accountants, regarding any specific tax questions and make their own decisions on tax matters.

In the case where an individual shareholder is a resident of Japan or a non-resident of Japan holding a permanent establishment in Japan

If the amount of money delivered for tendering shares in the Tender Offer exceeds the amount of the portion corresponding to the shares serving as the basis of such delivery of the amount included in the Company’s stated capital, etc., the amount corresponding to such portion in excess will be deemed as dividend income, and is subject to taxation. The amount deemed as dividend income will be, in principle, taxed and withheld at the tax rate of 20.315% (comprising income tax and special income tax for reconstruction, which collectively account for 15.315%, and inhabitants tax, which accounts for 5%) (non-residents of Japan holding a permanent establishment in Japan are not subject to the special collection of 5% inhabitants tax). Provided, however, that if the individual shareholder falls under the category of a large shareholder (the “Large Shareholder”) specified in Article 4-6-2, Paragraph 38 of the Order for Enforcement of the Act on Special Measures Concerning Taxation (Cabinet Order No. 43 of 1957, as amended), the amount equivalent to 20.42% (income tax and special income tax for reconstruction only) will be withheld. In addition, if the total shareholding ratio of the Tendering Shareholder who will receive the amount to be deemed as dividend and the corporation falling under the category of a family company under the Corporation Tax Act when such Tendering Shareholder is used as the base shareholder for the judgment is three hundredths (3/100) or more of the total number of issued shares, the amount deemed to be such dividend is subject to comprehensive taxation as dividend income.

The portion of the amount of money received that is not covered by the above shall be treated as proceeds from the transfer of shares, etc., and the difference between such proceeds and the acquisition cost, etc. shall, in principle, be subject to separate self-assessment taxation.

When tendering in the Tender Offer with shares in a tax-exempt account (the “Tax-exempt Account”) provided in Article 37-14 (tax exemption on income from transfers of small amounts of publicly-traded shares in a tax-exempt account) of the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended), and if the financial instruments business operator at which such Tax-exempt Account is opened is SMBC Nikko Securities Inc., in principle, the income from the transfer of shares in the Tender Offer will be exempted from tax. In the case where the Tax-exempt Account is opened at a financial instruments business operator other than SMBC Nikko Securities Inc., the handling may differ from the aforementioned.

(Note) Not for distribution in or into the United States.

In the case where an individual shareholder is a non-resident of Japan not holding any permanent establishments in Japan

The amount deemed as dividend income will, in principle, be taxed and withheld at the tax rate of 15.315% (income tax and special income tax for reconstruction only). Provided, however, that the individual shareholders falling under the category of Large Shareholders are subject to withholding tax at the rate of 20.42% (income tax and special income tax for reconstruction only).

iii

In the case of corporate shareholders

Furthermore, the amount to be deemed as dividends, which shall be paid by the Company to the Tendering Shareholders (however, limited to corporations having their head offices or principal offices in Japan (domestic corporations)), who directly hold more than one-third (1/3) of the total number of issued shares of the Company on the record date for the payment of such dividends, will not be subject to income tax and special income tax for reconstruction, and thus no such tax will be withheld.

Foreign Shareholders who wish to receive a reduction or exemption of income tax and special income tax for reconstruction on the amount of such deemed dividend in accordance with the applicable tax convention should submit an application form for income tax convention to the tender offer agent by the last day of the Tender Offer Period.

(7)	Other matters

(a)

The Tender Offer is not conducted, directly or indirectly, in or targeted at the United States, nor through the postal service in the United States or any other methods or means of interstate or international commerce (including, but not limited to, telephone, telex, facsimile, e-mail, and internet communication), nor through any stock exchange in the United States. No tender of shares in the Tender Offer may be made through the above-mentioned methods or means, through such stock exchange, or from the United States.

In addition, the tender offer registration statement for the Tender Offer or relevant documents will not, and may not, be sent or distributed in, to, or from the United States by the postal service or any other means. No tender that directly or indirectly violates the above-mentioned restrictions will be accepted in the Tender Offer.

When tendering their shares in the Tender Offer, the Tendering Shareholders (or the Standing Proxy in the case of Foreign Shareholders) will be required to make the following representations and warranties to the tender offer agent: that the Tendering Shareholder is not in the United States at the time of tendering and at the time of sending the tender offer application form; that no information (including copies thereof) relating to the Tender Offer has been received or sent, directly or indirectly, in, to, or from the United States; that no postal service in the United States or other interstate or international commercial methods or means (including, but not limited to, telephone, telex, facsimile, e-mail, and internet communication) or any stock exchange in the United States has been used, directly or indirectly, for the tender offer or the signing or delivery of the tender offer application form; that the Tendering Shareholder is not acting as an agent, fiduciary, or delegatee of another person without discretionary authority (except where such other person is giving all instructions regarding the tender offer from outside the United States).

(Note) Not for distribution in or into the United States.

(b)

The Company has received responses, subject to the Company’s resolution to conduct the Tender Offer, from MS&AD that its subsidiaries, Mitsui Sumitomo Insurance will tender in the Tender Offer 60,729,315 shares (shareholding ratio: 0.52%) out of the 153,128,935 shares (shareholding ratio: 1.30%) of the Company’s common stock it holds and Aioi Nissay Dowa will tender in the Tender Offer 3,308,326 shares (shareholding ratio: 0.03%) out of the 8,342,020 shares (shareholding ratio: 0.07%) of the Company’s common stock it holds, from Tokio Marine & Nichido that it will tender in the Tender Offer 38,298,600 shares (shareholding ratio: 0.33%) out of the 127,661,870 shares (shareholding ratio: 1.08%) of the Company’s common stock it holds, and from Sompo Japan that it will tender in the Tender Offer 6,414,500 shares (shareholding ratio: 0.05%) out of the 25,472,540 shares (shareholding ratio: 0.22%) of the Company’s common stock it holds.

(c)

The Company announced the Financial Results on November 5, 2026. The summary of the Financial Results based on the announcement is as follows. The details of the Financial Results have not been reviewed by an audit firm pursuant to Article 193-2, Paragraph 1 of the Act. Please refer to the relevant announcement for more details.

(i)

Profit and loss (consolidated)


Fiscal period		FY2027 interim period (For the six months ended September 30, 2026)
Sales revenues		26,962,462 million yen
Operating income		2,191,124 million yen
Income before income taxes		2,954,403 million yen
Net income		2,305,496 million yen
Net income attributable to the Company		2,236,446 million yen

(ii)

Per share information (consolidated)


Fiscal period		FY2027 interim period (For the six months ended September 30, 2026)
Earnings per share attributable to the Company -Basic		185.97 yen
Earnings per share attributable to the Company -Diluted		185.97 yen

(d)	The Company announced the “FY2027 Second Quarter Financial Results”, including information on the progress of its Business Structure Reform, on November 5, 2026. Please refer to the relevant announcement for more details.

(Note) Not for distribution in or into the United States.

III.	Partial Amendment to the Matters Relating to the Retirement of Treasury Shares

1.	Reason for the amendment

The Company will amend the total number of shares to be retired and the scheduled date of the retirement in order to include, among the shares subject to retirement, shares of its common stock repurchased through the Tender Offer described in “II. Repurchase of Shares and Tender Offer for Own Shares” above, and to reduce the level of treasury shares held by the Company and promote a capital policy that takes capital efficiency into account.

2.	Details of the amendment to the matters relating to the retirement

Amended portions are indicated by underlines.


	Before amendment (resolution of the meeting of the board of directors held on August 4, 2026)	After amendment (resolution of the meeting of the board of directors held on November 5, 2026)
(1) Class of shares to be retired	Shares of common stock of the Company	Shares of common stock of the Company
(2) Total number of shares to be retired	200 million shares (represents 1.37% of the total number of issued shares before retirement)	1,200 million shares (represents 8.22% of the total number of issued shares before retirement)
(3) Scheduled date of the retirement	The last day of the fiscal quarter in which the completion date of the repurchase of shares pursuant to the resolution of the board of directors’ meeting held on August 4, 2026 falls. (The scheduled date of the retirement will be announced once the repurchase of shares has been completed and the scheduled date of the retirement has been fixed.)	The last day of the fiscal quarter in which the completion date of the repurchase of shares pursuant to the resolutions of the board of directors’ meetings held on August 4, 2026 and November 5, 2026 falls. (The scheduled date of the retirement will be announced once the repurchase of shares has been completed and the scheduled date of the retirement has been fixed.)

(Note)

The ratio to the total number of issued shares in “(2) Total number of shares to be retired” before and after the amendment is the ratio (rounded to the second decimal place) to 14,594,987,460 shares, which is the total number of issued shares as of June 30, 2026 and September 30, 2026, respectively.

(References)

Number of treasury shares as of September 30, 2026


Total number of issued shares (excluding treasury shares) :		11,779,620,513 shares

Total number of treasury shares :		2,815,366,947 shares

(Note that the number of treasury shares stated above does not include the common shares of the Company held by the ESOP (employee stock ownership plan) trust used for the Company’s share-based compensation plan.)

END

(Note) This press release may not be published, distributed, diffused or otherwise sent into the United States of America (including its territories and possessions, every State in the United States and the District of Columbia). This press release does not constitute an extension into the United States of the tender offer mentioned in this press release.

Source: View Original Filing on SEC EDGAR

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