本田汽车美股招股说明书(2025-06-26版)

(incorporated under the laws of Japan with limited liability)U.S.$700,000,000 4.436% Senior Notes due 2028U.S.$1,300,000,000 4.688% Senior Notes due 2030U.S.$1,000,000,000 5.337% Senior Notes due 2035 Honda Motor Co., Ltd., or Honda, will issue an aggregate principal amount of U.S.$700,000,000 of senior notes due July8, 2028, or the 2028notes, an aggregate principal amount of U.S.$1,300,000,000 of senior notes due July8, 2030, or the 2030 notes, and an aggregate principal amount ofU.S.$1,000,000,000 of senior notes due July8, 2035, or the 2035 notes and, together with the 2028 and 2030 notes, the notes. The 2028 notes, the 2030notes and the 2035 notes will bear interest commencing July2, 2025, at an annual rate of 4.436%, 4.688% and 5.337%, respectively, payablesemiannually in arrears on January8 and July8 of each year, beginning on January8, 2026 (long first coupon). 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. Thenotes will not be subject to any sinking fund. The notes of each series will be issued only in registered form in minimum denominations of U.S.$2,000and 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” ofour most recent annual report on Form20-Ffiled with the U.S. Securities and Exchange Commission, or the SEC, in the “Risk Factors” sectionbeginning on page S-12 of this prospectus supplement and in the documents that are incorporated by reference herein before making any decisionto invest in the notes. (1)Plus accrued interest from July2, 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 oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear andClearstream, on or about July2, 2025. Morgan Stanley 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 agreement at any time, to bedirectly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i)for Japanese tax purposes, neither anindividual resident of Japan or a Japanese corporation, nor an individualnon-residentof Japan or anon-Japanesecorporation that in either case is aperson having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4)of the Act on Special Measures ConcerningTaxation, or a specially-related person of the Issuer, or (ii)a Japanese financial institution, designated in Article6, Paragraph (11)of the Act on SpecialMeasures Concerning Taxation. Interest payments on the notes will be subject to Japanese withholding tax unless it is established that the notes are held by or for the account of abeneficial owner that is (i