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Toyota (TM) executive Ogawa awarded 24,300 RSUs tied to retirement

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ogawa Tetsuo reported acquisition or exercise transactions in this Form 4 filing.

Toyota Motor Corp. executive officer Tetsuo Ogawa reported an equity compensation award rather than an open‑market trade. He received 24,300 Restricted Stock Units (RSUs) that each represent the right to receive one share of common stock.

After this grant, Ogawa holds 63,100 RSUs in total, which will vest when he retires from his role as an executive officer. The filing also shows 15,000 shares of common stock held directly, with this line reflecting his post‑transaction ownership rather than a new purchase or sale.

Positive

  • None.

Negative

  • None.
Insider Ogawa Tetsuo
Role Operating Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 24,300 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 63,100 shares (Direct, null); Common Stock — 15,000 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSUs granted 24,300 units Restricted Stock Units granted on June 30, 2026
Total RSUs after grant 63,100 units RSU holdings following the transaction
Common stock held 15,000 shares Direct common stock holdings after reported transactions
Transaction type Grant/award acquisition Code A derivative transaction for RSUs
RSU grant price $0.0000 per unit Stock-based compensation, not a market purchase
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit""
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
RSUs financial
"Consists of restricted stock units ("RSUs") that will vest"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
executive officer financial
"retirement from their position as an executive officer of the Issuer"
Grant, award, or other acquisition financial
"transaction_code_description: "Grant, award, or other acquisition""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ogawa Tetsuo
(Last)(First)(Middle)
1 TOYOTA-CHO
(Street)
TOYOTA CITYAICHI PREFECTURE471-8571
(City)(State)(Zip)
JAPAN
(Country)		2. Issuer Name and Ticker or Trading Symbol
TOYOTA MOTOR CORP/ [ TM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Operating Officer
2a. Foreign Trading Symbol
[7203]
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock15,000D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$006/30/2026A24,300 (1) (1)Common Stock24,300(1)$063,100(1)D
Explanation of Responses:
1. Consists of restricted stock units ("RSUs") that will vest upon the Reporting Person's retirement from their position as an executive officer of the Issuer.
/s/Yoshihide Moriyama, by PoA from Tetsuo Ogawa07/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Toyota (TM) report for Tetsuo Ogawa?

Toyota reported an equity award to executive officer Tetsuo Ogawa, not a market trade. He received 24,300 Restricted Stock Units, which are a form of stock-based compensation that typically convert into common shares when vesting conditions are met.

How many RSUs did Toyota (TM) grant to Tetsuo Ogawa in this Form 4?

Tetsuo Ogawa was granted 24,300 Restricted Stock Units in this filing. Each RSU is tied to one share of common stock, giving him the right to receive those shares if the award vests under its stated conditions.

When do Tetsuo Ogawa’s Toyota (TM) RSUs from this grant vest?

The RSUs will vest when Tetsuo Ogawa retires from his position as an executive officer. This retirement-based vesting schedule encourages long-term retention, since he must remain in his executive role until retirement for the units to convert into common shares.

What are Tetsuo Ogawa’s total RSU holdings in Toyota (TM) after this grant?

After the reported grant, Tetsuo Ogawa holds 63,100 Restricted Stock Units in total. This aggregate figure reflects all RSUs reported in the filing and represents potential future common stock if the awards vest under their terms.

How many Toyota (TM) common shares does Tetsuo Ogawa hold directly after this filing?

The filing shows Tetsuo Ogawa directly holding 15,000 shares of Toyota common stock after the reported transactions. This line is a holdings entry rather than a new buy or sell, indicating his direct ownership position following the RSU award.

Does this Toyota (TM) Form 4 show any insider buying or selling in the market?

The Form 4 does not show any open-market buying or selling by Tetsuo Ogawa. It records a grant of 24,300 Restricted Stock Units as compensation and an updated statement of 15,000 common shares held directly after the award.