[FWP] Toyota Motor Corporation American Free Writing Prospectus

Rhea-AI Filing Summary

Toyota Motor Corporation has announced a $1.5 billion sustainability bond offering in three tranches, demonstrating its commitment to environmental and social initiatives:

• 2027 Notes: $500 million at 4.186% coupon, priced at 100.00% with 38bps spread over Treasury
• 2030 Notes: $500 million at 4.450% coupon, priced at 100.00% with 60bps spread over Treasury
• 2035 Notes: $500 million at 5.053% coupon, priced at 100.00% with 77bps spread over Treasury

All tranches are rated A+ (S&P) / A1 (Moody's) and will be issued as Sustainability Bonds. Proceeds will fund eligible environmental and social projects. The notes include optional redemption provisions and tax redemption features. Settlement is scheduled for June 30, 2025, with joint bookrunners including JP Morgan, BofA Securities, Morgan Stanley, Nomura, and Citigroup.

Positive

• Toyota is raising $1.5B through sustainability bonds across three tranches, demonstrating strong commitment to ESG initiatives
• The bonds received strong credit ratings of A+ (S&P) and A1 (Moody's), indicating solid financial position
• All three bond tranches were priced at par (100.00%), suggesting healthy market demand
• The bonds' spreads to Treasury benchmarks are relatively tight (38-77 bps), indicating strong market confidence

Negative

• The coupon rates (4.186% - 5.053%) reflect a relatively high interest rate environment, increasing Toyota's cost of capital

Filed Pursuant to Rule 433

Registration Statement No. 333-288168

TOYOTA MOTOR CORPORATION

4.186% Senior Notes due 2027 (Sustainability Bonds)

Final Term Sheet

Issuer:		Toyota Motor Corporation
Principal Amount:		U.S.$500,000,000
Maturity Date:		June 30, 2027
Coupon (Interest Rate):		4.186%
Price to Public:		100.00%
Yield:		4.186%
Spread to Benchmark Treasury:		38 basis points
Benchmark Treasury:		3.875% due May 31, 2027
Benchmark Treasury Price / Yield:		100-04 / 3.806%
Interest Payment Dates:		June 30 and December 30 of each year, starting on December 30, 2025
Day Count Convention:		30/360 (unadjusted)
Business Days:		New York, Tokyo
Minimum Denominations:		U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof

Optional Redemption:		The Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time prior to May 30, 2027 (the “Par Call Date”) (one month prior to the Maturity Date), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement dated June 24, 2025 (the “Preliminary Prospectus Supplement”) plus 10 basis points less (b) interest accrued to, but excluding, the redemption date, and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Optional Tax Redemption:		The Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes outstanding plus accrued and unpaid interest to the redemption date, upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
Trade Date:		June 24, 2025
Settlement Date:		June 30, 2025 (T+4)
Expected Ratings:		A+ (S&P) / A1 (Moody’s)
Use of Proceeds:		The Issuer intends to allocate an amount equal to the net proceeds from the issuance of the Notes to new or existing Eligible Projects, as defined in the Preliminary Prospectus Supplement.
Listing:		None
Joint Bookrunners:		J.P. Morgan Securities LLC BofA Securities, Inc. Morgan Stanley & Co. LLC Nomura Securities International, Inc. Citigroup Global Markets Inc.
CUSIP:		892331AS8
ISIN:		US892331AS81

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities to be offered in this offering may be obtained by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC at 1-866-718-1649, Nomura Securities International, Inc. at 1-800-638-2268 or Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No PRIIPs key information document (KID) or UK PRIIPs KID has been prepared as not available to retail in EEA or the UK, respectively.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

TOYOTA MOTOR CORPORATION

4.450% Senior Notes due 2030 (Sustainability Bonds)

Final Term Sheet

Issuer:		Toyota Motor Corporation
Principal Amount:		U.S.$500,000,000
Maturity Date:		June 30, 2030
Coupon (Interest Rate):		4.450%
Price to Public:		100.00%
Yield:		4.450%
Spread to Benchmark Treasury:		60 basis points
Benchmark Treasury:		4.000% due May 31, 2030
Benchmark Treasury Price / Yield:		100-21.25 / 3.850%
Interest Payment Dates:		June 30 and December 30 of each year, starting on December 30, 2025
Day Count Convention:		30/360 (unadjusted)
Business Days:		New York, Tokyo
Minimum Denominations:		U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof

Optional Redemption:		The Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time prior to May 30, 2030 (the “Par Call Date”) (one month prior to the Maturity Date), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement dated June 24, 2025 (the “Preliminary Prospectus Supplement”) plus 10 basis points less (b) interest accrued to, but excluding, the redemption date, and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Optional Tax Redemption:		The Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes outstanding plus accrued and unpaid interest to the redemption date, upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
Trade Date:		June 24, 2025
Settlement Date:		June 30, 2025 (T+4)
Expected Ratings:		A+ (S&P) / A1 (Moody’s)
Use of Proceeds:		The Issuer intends to allocate an amount equal to the net proceeds from the issuance of the Notes to new or existing Eligible Projects, as defined in the Preliminary Prospectus Supplement.
Listing:		None
Joint Bookrunners:		J.P. Morgan Securities LLC BofA Securities, Inc. Morgan Stanley & Co. LLC Nomura Securities International, Inc. Citigroup Global Markets Inc.
CUSIP:		892331AU3
ISIN:		US892331AU38

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities to be offered in this offering may be obtained by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC at 1-866-718-1649, Nomura Securities International, Inc. at 1-800-638-2268 or Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No PRIIPs key information document (KID) or UK PRIIPs KID has been prepared as not available to retail in EEA or the UK, respectively.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

TOYOTA MOTOR CORPORATION

5.053% Senior Notes due 2035 (Sustainability Bonds)

Final Term Sheet

Issuer:		Toyota Motor Corporation
Principal Amount:		U.S.$500,000,000
Maturity Date:		June 30, 2035
Coupon (Interest Rate):		5.053%
Price to Public:		100.00%
Yield:		5.053%
Spread to Benchmark Treasury:		77 basis points
Benchmark Treasury:		4.250% due May 15, 2035
Benchmark Treasury Price / Yield:		99-23+ / 4.283%
Interest Payment Dates:		June 30 and December 30 of each year, starting on December 30, 2025
Day Count Convention:		30/360 (unadjusted)
Business Days:		New York, Tokyo
Minimum Denominations:		U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof

Optional Redemption:		The Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time prior to March 30, 2035 (the “Par Call Date”) (three months prior to the Maturity Date), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes being redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement dated June 24, 2025 (the “Preliminary Prospectus Supplement”) plus 15 basis points less (b) interest accrued to, but excluding, the redemption date, and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date. On or after the Par Call Date, the Issuer has the option to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Optional Tax Redemption:		The Issuer may redeem the Notes in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes outstanding plus accrued and unpaid interest to the redemption date, upon the occurrence of certain changes in tax law, as set forth in the Preliminary Prospectus Supplement.
Trade Date:		June 24, 2025
Settlement Date:		June 30, 2025 (T+4)
Expected Ratings:		A+ (S&P) / A1 (Moody’s)
Use of Proceeds:		The Issuer intends to allocate an amount equal to the net proceeds from the issuance of the Notes to new or existing Eligible Projects, as defined in the Preliminary Prospectus Supplement.
Listing:		None
Joint Bookrunners:		J.P. Morgan Securities LLC BofA Securities, Inc. Morgan Stanley & Co. LLC Nomura Securities International, Inc. Citigroup Global Markets Inc.
CUSIP:		892331AV1
ISIN:		US892331AV11

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities to be offered in this offering may be obtained by calling J.P. Morgan Securities LLC collect at 1-212-834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322, Morgan Stanley & Co. LLC at 1-866-718-1649, Nomura Securities International, Inc. at 1-800-638-2268 or Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

No PRIIPs key information document (KID) or UK PRIIPs KID has been prepared as not available to retail in EEA or the UK, respectively.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

FAQ

What is the size and purpose of TM's 2025 sustainability bond offering?

Toyota Motor Corporation (TM) is offering three tranches of sustainability bonds totaling U.S.$1.5 billion. Each tranche is U.S.$500 million, with maturities in 2027, 2030, and 2035. The proceeds will be allocated to new or existing Eligible Projects as defined in the Preliminary Prospectus Supplement.

What are the interest rates and maturity dates for TM's 2025 sustainability bonds?

TM's sustainability bonds have three different tranches: 4.186% Senior Notes due June 30, 2027, 4.450% Senior Notes due June 30, 2030, and 5.053% Senior Notes due June 30, 2035. Each tranche has semi-annual interest payments on June 30 and December 30, starting December 30, 2025.

What are the credit ratings for TM's 2025 sustainability bonds?

The sustainability bonds are expected to be rated A+ by S&P and A1 by Moody's. However, the filing notes that a securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time.

What are the redemption terms for TM's 2025 sustainability bonds?

The bonds can be redeemed prior to their respective Par Call Dates at a price equal to the greater of (i) present value of remaining payments discounted at Treasury Rate plus 10-15 basis points or (ii) 100% of principal, plus accrued interest. After Par Call Dates, bonds can be redeemed at 100% of principal plus accrued interest. Additionally, TM may redeem the bonds in whole upon certain tax law changes.

Who are the underwriters for TM's 2025 sustainability bond offering?

The joint bookrunners for the sustainability bond offering are J.P. Morgan Securities LLC, BofA Securities Inc., Morgan Stanley & Co. LLC, Nomura Securities International Inc., and Citigroup Global Markets Inc.