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Share Issuance and Disposal7203TOYOTA MOTOR CORPORATIONAutomobiles and transportation equipment

Notice Regarding the Disposal of Treasury Shares Under a Share Delivery Scheme for Employees

The Company has decided to dispose of 1,154,400 treasury shares to the Share Delivery ESOP Trust Account in order to continue and introduce share delivery plans for employees.

Worth reading
55In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
0.01
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under the employee share delivery plan

発行・処分する株式数1,154,400Shares

1,154,400 shares (treasury shares)

Intended allottee
The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)
The higher of the following amounts: (1) the closing price of ¥2,963.5 on 3 August 2026, and (2) the closing price on the business day preceding the date on which the terms are determined
Total issue value

¥3,421,064,400 (estimated amount as of today)

Amount of funds to be raised
Total amount payable: ¥3,421,064,400 (estimated amount as of today). Estimated net proceeds: Not disclosed
発行済株式総数

0.01% of the total number of issued shares as of 31 March 2026 and 0.01% of the total number of voting rights. The figures are also 0.01% of the total number of issued shares and 0.01% of the total number of voting rights after taking into account the Company's recent acquisitions, cancellation and disposal of treasury shares.

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
No transfer restrictions will be imposed on the shares delivered to eligible employees. However, if an eligible employee retires upon appointment as an officer of the Company, the employee must continue to hold the shares until ceasing to serve as an officer of the Company.
Categories and Number of Persons Covered
Eligible management-level employees and designated personnel. Number of eligible persons and share allocation by category: Not disclosed
Intended allottee's holding policy
During the trust period, the shares will be delivered to eligible employees under the plan, and cash equivalent to the proceeds from the sale of shares will be paid to them. The allocated shares are not expected to enter the stock market all at once.
Payment date
25 August 2026
Basis for determining the amount to be paid
The higher of the closing price of ¥2,963.5 for the Company's common shares on the Tokyo Stock Exchange on 3 August 2026 and the closing price on the business day preceding the date on which the terms are determined. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
A certified public accountant who has no conflict of interest with the Company will serve as trustee.
Most recent equity financing
Acquisition of treasury shares through a tender offer (settlement commencement date: 25 May 2026; number of shares acquired: 1,192,330,962 shares), Cancellation of treasury shares (cancellation date: 30 June 2026; number of shares cancelled: 1,200,000,000 shares), Disposal of treasury shares (payment date: 30 June 2026; number of shares disposed of: 634,900 shares)
Impact on Business Performance
The impact on the stock market will be minor. The impact on business performance is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under the employee share delivery plan
Number of shares to be issued or disposed of1,154,400 shares (treasury shares)
Issue price and disposal priceThe higher of the following amounts: (1) the closing price of ¥2,963.5 on 3 August 2026, and (2) the closing price on the business day preceding the date on which the terms are determined
Total issue value¥3,421,064,400 (estimated amount as of today)
Amount of funds to be raisedTotal amount payable: ¥3,421,064,400 (estimated amount as of today). Estimated net proceeds: Not disclosed
Payment date25 August 2026
Intended allotteeThe Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)
Intended allottee's holding policyDuring the trust period, the shares will be delivered to eligible employees under the plan, and cash equivalent to the proceeds from the sale of shares will be paid to them. The allocated shares are not expected to enter the stock market all at once.
Dilution Rate0.01% of the total number of issued shares as of 31 March 2026 and 0.01% of the total number of voting rights. The figures are also 0.01% of the total number of issued shares and 0.01% of the total number of voting rights after taking into account the Company's recent acquisitions, cancellation and disposal of treasury shares.
Total number of issued shares15,794,987,460 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe higher of the closing price of ¥2,963.5 for the Company's common shares on the Tokyo Stock Exchange on 3 August 2026 and the closing price on the business day preceding the date on which the terms are determined. Discount rate/premium rate: Not disclosed
Transfer restriction periodNo transfer restrictions will be imposed on the shares delivered to eligible employees. However, if an eligible employee retires upon appointment as an officer of the Company, the employee must continue to hold the shares until ceasing to serve as an officer of the Company.
Categories and Number of Persons CoveredEligible management-level employees and designated personnel. Number of eligible persons and share allocation by category: Not disclosed
Procedures under the Corporate Code of ConductA certified public accountant who has no conflict of interest with the Company will serve as trustee.
Most recent equity financingAcquisition of treasury shares through a tender offer (settlement commencement date: 25 May 2026; number of shares acquired: 1,192,330,962 shares), Cancellation of treasury shares (cancellation date: 30 June 2026; number of shares cancelled: 1,200,000,000 shares), Disposal of treasury shares (payment date: 30 June 2026; number of shares disposed of: 634,900 shares)
Impact on Business PerformanceThe impact on the stock market will be minor. The impact on business performance is Not disclosed
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To deliver shares and make other arrangements for eligible employees in connection with the continuation of the plan for eligible management-level employees and the introduction of a plan for designated personnel. The shares to be disposed of are not expected to enter the stock market all at once, and the impact on the stock market is therefore expected to be limited.

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Notice Regarding the Disposal of Treasury Shares Under a Share Delivery Scheme for Employees | TOYOTA MOTOR CORPORATION (7203) timely disclosure | Komori