Toyota reports 11.6% stake in Micware (MWC)

Rhea-AI Filing Summary

Toyota Motor Corporation reports beneficial ownership of 6,861,270 ordinary shares of Micware Co., Ltd., representing 11.6% of the class based on 58,991,914 ordinary shares outstanding as of the completion of the IPO per the issuer's final prospectus dated May 15, 2026. The filing states the shares are represented by American Depositary Shares (CUSIP 59490A100) listed on Nasdaq under the symbol MWC.

The Schedule 13G discloses sole voting and dispositive power over the reported shares and is signed by Toyota's Chief Officer, Accounting Group, dated May 18, 2026.

Insights

Institutional Ownership Analyst

Toyota holds a sizeable passive stake in Micware, disclosed via Schedule 13G.

Toyota reports beneficial ownership of 6,861,270 shares, equal to 11.6% of the issuer's ordinary shares based on the 58,991,914 outstanding figure the issuer provided in its prospectus. The filing is presented as a Schedule 13G, which typically signals passive investment intent rather than an activist or control-oriented filing.

The holding carries governance visibility due to scale; subsequent filings could clarify intent if voting or disposition patterns change.

Corporate Securities Counsel

Filing format and labels indicate disclosure of ownership and voting/dispositive powers.

The disclosure ties the ownership percentage to the issuer's prospectus statement: "issued and outstanding upon the completion of the initial public offering" dated May 15, 2026. The CUSIP for the ADS is given as 59490A100, and the Schedule 13G language references sole voting and dispositive power figures on the cover page.

Any change in purpose or increase above reporting thresholds would require different filing treatment; watch for amendments or a Form 13D

Key Figures

Filing type: Schedule 13G Shares beneficially owned: 6,861,270 shares Percent of class: 11.6% +3 more

6 metrics

Filing type Schedule 13G Ownership disclosure by Toyota Motor Corporation

Shares beneficially owned 6,861,270 shares Reported amount owned by Toyota

Percent of class 11.6% Based on 58,991,914 shares outstanding upon IPO completion

Shares outstanding (as of) 58,991,914 shares Issuer-stated outstanding upon completion of the IPO per prospectus dated May 15, 2026

CUSIP 59490A100 CUSIP for the Issuer's ADS listed on Nasdaq under symbol MWC

Filing signature date May 18, 2026 Schedule 13G signed by Takanori Azuma

Key Terms

Schedule 13G, American Depositary Shares, Beneficial ownership

3 terms

Schedule 13G regulatory

"The filing is labeled as SCHEDULE 13G and reports beneficial ownership"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

American Depositary Shares financial

"59490A100 is the CUSIP number assigned to the Issuer's American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Beneficial ownership regulatory

"Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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

What stake does Toyota (TM) report in Micware (MWC)?

Toyota reports beneficial ownership of 6,861,270 shares, representing 11.6% of Micware's ordinary shares based on the issuer's stated 58,991,914 shares outstanding as of the IPO completion.

Does the Schedule 13G show voting power for Toyota?

Yes. The filing discloses Toyota has sole voting power and sole dispositive power over the 6,861,270 shares, as reported on the cover page and incorporated by reference.

Are Micware's ordinary shares traded directly in the U.S.?

The filing states the Issuer's American Depositary Shares trade on Nasdaq under symbol MWC with CUSIP 59490A100, each ADS representing one ordinary share, per the Schedule 13G text.

When was Toyota's ownership certified in this filing?

The Schedule 13G is signed by Takanori Azuma, Chief Officer, Accounting Group, and dated May 18, 2026, incorporating the issuer's prospectus reference dated May 15, 2026.

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

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Accepted by SEC EDGAR 05/18/2026 - 06:05 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Micware Co., Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

59490A100

(CUSIP Number)

05/13/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 59490A100

1

Names of Reporting Persons

Toyota Motor Corporation

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 6,861,270.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,861,270.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,861,270.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.6 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Item 11* Based on 58,991,914 Ordinary Shares reported by the Issuer to be issued and outstanding upon the completion of the initial public offering (as further described in the Issuer's final prospectus on Form 424B4 filed with the SEC on May 15, 2026).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Micware Co., Ltd.
(b)	Address of issuer's principal executive offices: Kobe Asahi Building 25th Floor, 59 Naniwa-machi, Chuo-ku, Kobe, Hyogo 650-0035, Japan
Item 2.
(a)	Name of person filing: Toyota Motor Corporation
(b)	Address or principal business office or, if none, residence: 1 Toyota cho, Toyota City, Aichi 471-8571, Japan
(c)	Citizenship: Please refer to Item 4 on the cover page for the Reporting Person.
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP Number(s): 59490A100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. 59490A100 is the CUSIP number assigned to the Issuer's American Depositary Shares, each representing one Ordinary Share, which are listed on the Nasdaq Global Market under the symbol "MWC." There is no CUSIP number assigned to the Ordinary Shares.
(b)	Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for the Reporting Person and is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Toyota Motor Corporation

Signature:	/s/ Takanori Azuma
Name/Title:	Takanori Azuma/Chief Officer, Accounting Group
Date:	05/18/2026

Exhibit Information

1 Power of Attorney, dated May 18, 2026