{"url_path":"/sec/tm/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1094517/0001193125-26-264811-index.html","accession_number":"0001193125-26-264811","cik":"0001094517","ticker":"TM","issuer_name":"TOYOTA MOTOR CORP/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1094517/0001193125-26-264811-index.html","primary_entity_key":"0001094517","primary_entity_name":"TOYOTA MOTOR CORP/"},"word_count":1161,"has_tables":true,"body_markdown":"ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS\n\n7.A MAJOR SHAREHOLDERS\n\nAs of March 31, 2026, 15,794,987,460 shares of Toyota’s common stock (of which 2,761,055,486 shares were treasury stock and 13,033,931,974 shares were outstanding) were issued.\n\nSubsequent to March 31, 2026, pursuant to the written resolution in lieu of a resolution of the Board of Directors dated June 3, 2025, the resolution of the Board of Directors dated January 14, 2026, and the written\n\n \n\n115\n\n##### Table of Contents\n\nresolution in lieu of a resolution of the Board of Directors dated March 30, 2026, Toyota conducted a tender offer to repurchase shares of its common stock from existing shareholders, pursuant to which Toyota repurchased 1,192,330,962 shares of its common stock at 3,067 yen per share, for an aggregate purchase price of approximately 3.65 trillion yen, during the period from March 31, 2026 to April 27, 2026. The repurchased shares became treasury shares upon repurchase. Toyota has announced that, pursuant to a written resolution dated June 3, 2025 in lieu of a resolution of the Board of Directors, it will retire 1,200,000,000 shares of its common stock held as treasury shares on June 30, 2026, representing approximately 7.6% of the total number of shares issued as of March 31, 2026. Under the Financial Instruments and Exchange Law, any person who becomes, beneficially and solely or jointly, a holder, including, but not limited to, a deemed holder who manages shares for another holder pursuant to a discretionary investment agreement, of more than 5% of the total issued shares of a company listed on a Japanese stock exchange (including American Depositary Shares, or ADSs, representing such shares) must file a report concerning the shareholding with the director of the relevant local finance bureau. A similar report must be filed, with certain exceptions, if the percentage of shares held by a holder, solely or jointly, of more than 5% of the total issued shares of a company increases or decreases by 1% or more, or if any change to a material matter set forth in any previously filed reports occurs.\n\nBased on information known to Toyota or that can be ascertained from public filings, the following table sets forth the beneficial ownership of holders of 5% or more of Toyota’s common stock as of March 31, 2026. Information concerning beneficial ownership of Toyota’s common stock in the table below was prepared from information known to Toyota or that could be ascertained from public filings, including filings made by Toyota’s shareholders regarding their ownership of Toyota’s common stock under the Financial Instruments and Exchange Law of Japan.\n\n \n\nName of Beneficial Owner\n\n  \nNumber of\nShares of\nCommon Stock\n(in thousands)\n \n  \nPercentage of\nOutstanding\nVoting Shares of\nCommon Stock\n \n\nToyota Industries Corporation*\n\n  \n \n1,192,331\n \n  \n \n9.17\n \n\n \n\n*\n\nSubsequently, pursuant to the written resolution in lieu of a resolution of the Board of Directors dated June 3, 2025, the resolution of the Board of Directors dated January 14, 2026, and the written resolution in lieu of a resolution of the Board of Directors dated March 30, 2026, Toyota conducted a tender offer to repurchase shares of its common stock from existing shareholders, pursuant to which Toyota repurchased 1,192,330,962 shares of its common stock at 3,067 yen per share, for an aggregate purchase price of approximately 3.65 trillion yen, during the period from March 31, 2026 to April 27, 2026. As a result of Toyota Industries Corporation having tendered its Toyota shares of common stock in Toyota’s tender offer, on May 25, 2026, the commencement date of the settlement of such tender offer, the number of Toyota shares of common stock held by Toyota Industries Corporation decreased to 1,242,720 (representing 0.1% of the outstanding shares of Toyota common stock as of March 31, 2026).\n\nAccording to The Bank of New York Mellon, depositary for Toyota’s ADSs (the “Depositary”), as of March 31, 2026, 355,369,125 shares of Toyota’s common stock were held in the form of ADSs and there were 1,679 ADS holders of record and 915,350 beneficial owners in the United States. According to Toyota’s register of shareholders, as of March 31, 2026, there were 1,272,096 holders of common stock of record worldwide. As of March 31, 2026, there were 723 record holders of Toyota’s common stock with addresses in the United States, whose shareholdings represented approximately 12.1% of the issued common stock on that date. Because some of these shares were held by brokers or other nominees, the number of record holders with addresses in the United States might not fully show the number of beneficial owners in the United States.\n\nNone of Toyota’s shares of common stock entitles the holder to any preferential voting rights.\n\nTo the extent known to Toyota, Toyota is not owned or controlled, directly or indirectly, by another corporation, any foreign government or any natural or legal person.\n\n \n\n116\n\n##### Table of Contents\n\nToyota knows of no arrangements the operation of which may at a later time result in a change of control.\n\n7.B RELATED PARTY TRANSACTIONS\n\nBusiness Relationships\n\nToyota purchases materials, supplies and services, among others, from numerous suppliers throughout the world in the ordinary course of business, including Toyota’s associates and joint ventures accounted for by the equity method and those firms with which certain members of Toyota’s Board of Directors are affiliated. Toyota purchased materials, supplies and services, among others, from these associates and joint ventures in the amount of ¥14,239.5 billion in fiscal 2026. Toyota also sells its products and services, among others, to Toyota’s associates and joint ventures accounted for by the equity method and firms with which certain members of Toyota’s Board of Directors are affiliated. Toyota sold products and services, among others, to these associates and joint ventures in the amount of ¥4,095.3 billion in fiscal 2026. See note 34 of Toyota’s consolidated financial statements for additional information regarding Toyota’s investments in and transactions with associates and joint ventures.\n\nLoans\n\nToyota regularly has trade accounts and other receivables by, and accounts payable to, Toyota’s associates and joint ventures accounted for by the equity method and firms with which certain members of Toyota’s Board of Directors are affiliated. Toyota had outstanding trade accounts and other receivables by these associates and joint ventures in the amount of ¥706.3 billion as of March 31, 2026. Toyota had outstanding trade accounts and other payables to these associates and joint ventures in the amount of ¥1,865.0 billion as of March 31, 2026.\n\nToyota, from time to time, provides short- to medium-term loans to its associates and joint ventures, as well as loans under a loan program established by certain subsidiaries to assist their executives and members of the Board of Directors with the purchase of homes. As of March 31, 2026, an aggregate amount of ¥57.8 billion in loans was outstanding to its associates and joint ventures accounted for by the equity method. Toyota believes that each of these loans was entered into in the ordinary course of business.\n\n7.C INTERESTS OF EXPERTS AND COUNSEL\n\nNot applicable."}