丰田汽车(US ADR)美股招股说明书(2025-06-25版)

TOYOTA MOTOR CORPORATION (incorporated under the laws of Japan with limited liability) U.S.$500,000,000 4.186% Senior Notes due 2027 (Sustainability Bonds)U.S.$500,000,000 4.450% Senior Notes due 2030 (Sustainability Bonds)U.S.$500,000,000 5.053% Senior Notes due 2035 (Sustainability Bonds) Toyota Motor Corporation will issue an aggregate principal amount of U.S.$500,000,000 of senior notes due June30, 2027, or the 2027 notes, an aggregateprincipal amount of U.S.$500,000,000 of senior notes due June30, 2030, or the 2030 notes, and an aggregate principal amount of U.S.$500,000,000 of senior notes dueJune30, 2035, or the 2035 notes and, together with the 2027 notes and the 2030 notes, the notes. The 2027 notes, the 2030 notes and the 2035 notes will bear interestcommencing June30, 2025, at an annual rate of 4.186%, 4.450% and 5.053%, respectively, payable semiannually in arrears on June30 and December30 of each year,beginning on December30, 2025. We intend to allocate an amount equal to the net proceeds from the issuance of the notes to new or existing Eligible Projects as defined under our WovenPlanet Bond Framework, or the Framework. See “Use of Proceeds.” The notes of each series may be redeemed at any time prior to maturity in the circumstances described under “Description of the Notes—OptionalRedemption” below and as set forth under “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus. The notes will not besubject to any sinking fund. The notes will be issued only in registered form in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excessthereof. The notes will not be listed on any securities exchange. Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item3. Key Information—3.D Risk Factors” of ourmost recent annual report on Form20-Ffiled with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” section beginning onpageS-18of this prospectus supplement before making any decision to invest in the notes. (1)Plus accrued interest from June30, 2025, if settlement occurs after that date.(2)For additional underwriting compensation information, see “Underwriting.” Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The notes of each series will be represented by one or more global certificates deposited with a custodian for, and registered in the name of a nominee of,The Depository Trust Company, or DTC. Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, recordsmaintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream. Except asdescribed in this prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global certificates. It isexpected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear and Clearstream, on or aboutJune30, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPRESENTATION OF FINANCIAL AND OTHER INFORMATIONSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATION AND INDEBTEDNESSSELECTED FINANCIAL AND OTHER INFORMATIONDESCRIPTION OF THE NOTESTAXATIONCERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONSUNDERWRITINGEXPERTSLEGAL MATTERSINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSTOYOTA MOTOR CORPORATIONOFFERING INFORMATIONCAPITALIZATION AND INDEBTEDNESSUSE OF PROCEEDSDESCRIPTION OF SENIOR DEBT SECURITIESTAXATIONCERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONSPLAN OF DISTRIBUTIONEXPERTSLEGAL MATTERSENFORCEMENT OF CIVIL LIABILITIESWHERE YOU CAN FIND MORE INFORMATION The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (the “FIEA”) and are subjectto the Act on Special Measures Concerning Taxation of Japan (the “Act on Special Measures Concerning Taxation”). The notes may not be offered orsold in Japan, to any person resident in Japan, or to others for reoffering or resale directly or indirectly in Japan or to a person resident in Japan, forJapanese securities law purposes (including any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from theregistration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines ofJapan. In addition, the notes are not, as part of the distribution by the underwriters under the applicable underwriting