HNDAF Honda Motor Co Ltd (PK)

No.1-7628

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 SEPTEMBER 2024

COMMISSION FILE NUMBER: 1-07628

HONDA GIKEN KOGYO KABUSHIKI KAISHA

(Name of registrant)

HONDA MOTOR CO., LTD.

(Translation of registrant’s name into English)

1-1, Minami-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, 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 ☒ 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): ☐

Contents

Exhibit 1:

Notice Concerning Purchase of the Company’s Own Shares through ToSTNeT-3

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.

Date: September 17, 2024

[Translation]

September 17, 2024

Notice Concerning Purchase of the Company’s Own Shares through ToSTNeT-3

The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on May 10, 2024, resolved that the Company will purchase its own shares pursuant to Article 459, Paragraph 1 of the Company Law and Article 36 of the Company’s Articles of Incorporation. The Company determined the specific method of the acquisition for a part of it as follows.

Particulars

The Company will delegate the purchase of own shares through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System (ToSTNeT-3) on the Tokyo Stock Exchange at 8:45 a.m. on September 18, 2024, at a price of 1,457 yen per share, which is the closing price (including the last special quote) of the Company shares on September 17, 2024. The purchase will not be conducted by any other trading system or at any other trading time.

The purchase order will be valid only for the time designated for the transactions.

Shares of common stock

Up to 38,000,000 shares

The results of the acquisition will be announced after the completion of the transaction at 8:45 a.m. on September 18, 2024.

Reference:

Shares of common stock

Up to 180,000,000 shares (3.7 % of the total number of issued shares (excluding treasury stock))

Up to 300 billion yen

Starting on May 13, 2024 and ending on March 31, 2025

Market purchases on the Tokyo Stock Exchange