本田汽车美股招股说明书(2025-06-25版)

HONDA MOTOR CO., LTD. (incorporated under the laws of Japan with limited liability) U.S.$% Senior Notes due 2028U.S.$% Senior Notes due 2030U.S.$% Senior Notes due 2035 Honda Motor Co., Ltd., or Honda, will issue an aggregate principal amount of U.S.$of senior notes due,2028, or the 2028 notes, an aggregate principal amount of U.S.$of senior notes due, 2030, or the 2030 notes, andan aggregate principal amount of U.S.$of senior notes due, 2035, or the 2035 notes and, together with the 2028and 2030 notes, the notes. The 2028 notes, the 2030 notes and the 2035 notes will bear interest commencing, 2025, at anannual rate of%,% and%, respectively, payable semiannually in arrears onandof eachyear, beginning on, 2026. The notes of each series may be redeemed at any time prior to maturity in the circumstances described under “Descriptionof the Notes—Optional Redemption” below and as set forth under “Description of Senior Debt Securities—Optional TaxRedemption” in the accompanying prospectus. The notes will not be subject to any sinking fund. The notes of each series will beissued only in registered form in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. The notes will not be listed on any securities exchange or quoted on an automated dealer quotation system. Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form20-Ffiled with the U.S. Securities and ExchangeCommission, or the SEC, in the “Risk Factors” section beginning on page S-12 of this prospectus supplement and in thedocuments that are incorporated by reference herein before making any decision to invest in the notes. (1)Plus accrued interest from, 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 uponthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may bechanged. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, norare they soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.The notes of each series will be represented by one or more global certificates deposited with a custodian for, andregistered in the name of a nominee of, The Depository Trust Company, or DTC. Beneficial interests in these global certificateswill be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirectparticipants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream. Except as describedin this prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued inexchange for global certificates. It is expected 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 about, 2025. J.P. Morgan Citigroup Table of Contents 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 NotesTaxationUnderwritingExpertsLegal MattersWhere You Can Find More Information Prospectus About This ProspectusCautionary Note Regarding Forward-Looking StatementsHonda Motor Co., Ltd.Risk FactorsOffering InformationCapitalization and IndebtednessUse of ProceedsDescription of Senior Debt Securities TaxationPlan of DistributionExpertsLegal MattersEnforcement of Civil LiabilitiesWhere You Can Find More Information Table of Contents The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, or the FIEA, and are subject to theAct on Special Measures Concerning Taxation of Japan, or the Act on Special Measures Concerning Taxation. The notes may not be offered or sold inJapan, 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, for Japanesesecurities 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 agre