Toyoda Gosei announces share buyback, cancellation, and secondary offering

Toyoda Gosei Co., Ltd. announced its board of directors resolved to repurchase up to 10 million common shares, representing 7.86% of its outstanding shares, for a total cost not exceeding JPY 50 billion. The company plans to cancel all repurchased shares to reinforce shareholder returns, improve capital efficiency, and mitigate the impact of a concurrent secondary offering. The repurchase period is scheduled to begin between January 7 or 8, 2026, and conclude on January 6 or 7, 2027.

The secondary offering will include 29,746,000 shares of common stock from selling shareholders, with Toyota Motor Corporation offering 25,538,200 shares and Sumitomo Mitsui Banking Corporation offering 4,207,800 shares. An over-allotment of up to 4,461,800 shares may also be offered by Nomura Securities Co., Ltd., borrowed from Toyota Motor Corporation. The pricing date for the secondary offering is expected between December 1 and December 4, 2025. These actions aim to decrease the voting rights ratio held by Toyota Motor Corporation to approximately 20.0%, reflecting a strategic adjustment in the company's capital relationship.