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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 June 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): 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.
Material Contained in this Report:
| I. | English translation of the registrant’s announcement with respect to Notice of Partial Amendment to the Share-Based Compensation Plan for Employees, as filed by the registrant with the Tokyo Stock Exchange on June 18, 2026. |
SIGNATURES
| Toyota Motor Corporation |
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| By: | /s/ Yoshihide Moriyama |
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| Name: | Yoshihide Moriyama | |||
| Title: | General Manager, |
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| Capital Strategy & Affiliated Companies Finance Division | ||||
Date: June 18, 2026
[Reference Translation]
June 18, 2026
| Company name: | TOYOTA MOTOR CORPORATION | |||
| Representative: | Kenta Kon, President (Code number:7203; TSE Prime/NSE Premier) |
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| Inquiries: | Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div. (Telephone: 0565-28-2121) |
(Changes to Disclosed Matters) Notice of Partial Amendment to the
Share-Based Compensation Plan for Employees
As stated in the “Notice Concerning the Disposition of Treasury Stock under the Share-Based Compensation Plan for Employees” announced on August 7, 2025, Toyota Motor Corporation (“TMC”) determined on that date the total number of shares to be acquired by and other details under a share-based compensation plan (the “Plan”) using an ESOP (Employee Stock Ownership Plan) trust (an “ESOP Trust”) structure for employees in “Senior Professional / Senior Management (Kanbushoku)” positions who satisfy certain requirements (the “Eligible Employees”).
TMC hereby announces that it has decided to amend certain portions of the Plan, such as the vesting date and other provisions. Details are set forth below.
1. Reason for the Change
TMC has decided to amend certain portions of the Plan, such as the vesting date and other provisions, in light of practical operational considerations.
2. Details of the Change (The changes are underlined.)
[Before change]
2. Purposes and Reasons of the Disposal
[Omitted]
This Plan grants points to Eligible Employees based on factors such as their individual performance as well as TMC’s performance, and Delivers, etc. a number of TMC shares, etc., from the Trust corresponding to the number of points they have been awarded. TMC shares, etc. will be Delivered, etc. to Eligible Employees upon their retirement, in the event of their death, or if the Plan is terminated. In the event of the death of an Eligible Employee, all TMC shares corresponding to the number of points held by such Eligible Employee at that time will be converted into cash within the Trust, and the heir will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust.
The vesting date will be the first business day of August immediately following the end of the fiscal year in which the Eligible Employee retires. In the event of death of the Eligible Employee or termination of the Plan, the vesting date will be the first business day of the second month following the month in which such event occurs.
[Omitted]
[After change]
2. Purposes and Reasons of the Disposal
[Omitted]
This Plan grants points to Eligible Employees based on factors such as their individual performance as well as TMC’s performance, and Delivers, etc. a number of TMC shares, etc., from the Trust corresponding to the number of points they have been awarded. TMC shares, etc. will be Delivered, etc. to Eligible Employees upon their retirement, in the event of their death, if the Plan is terminated, or if it is decided that an Eligible Employee will become a resident of a country not covered by the Plan. However, if an Eligible Employee who has satisfied the stock-grant conditions is a not a resident of Japan, all TMC shares corresponding to the number of points held by such Eligible Employee at that time will be converted into cash within the Trust, and the Eligible Employee will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust. In addition, in the event of the death of an Eligible Employee, all TMC shares corresponding to the number of points held by such Eligible Employee at that time will be converted into cash within the Trust, and the heir will receive a cash payment equivalent to the proceeds from the sale of such shares from the Trust.
The vesting date will be the date on which the Eligible Employee retires. In the event of death of the Eligible Employee or termination of the Plan, the vesting date will be the first business day of the second month following the month in which such event occurs. If it is decided that an Eligible Employee will become a resident of a country not covered by the Plan, the vesting date will be the date specified in the stock-grant rules.
[Omitted]
END