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 Result of Acquisition 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 18, 2024

[Translation]

September 18, 2024

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

In respect of the acquisition of own shares notified by Honda Motor Co., Ltd. (the “Company”) on September 17, 2024, the Company has purchased its own shares as follows.

Particulars

The Company acquired its own shares for the purpose, among others, of improving efficiency of its capital structure and implementing a flexible capital strategy.

Shares of common stock

35,028,600 shares

51,036,670,200 yen

September 18, 2024

Purchases through the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System (ToSTNeT-3) on the Tokyo Stock Exchange

Reference: Details of the resolution at the meeting of the Board of Directors held on May 10, 2024

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

Progress as of September 18, 2024

Total number of shares acquired: 131,542,700 shares

Total amount of shares acquired: 199,033,885,000 yen