TOYOF Toyota Motor Corp Ltd (PK)

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 October, 2024

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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   X  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):     

Material Contained in this Report:

SIGNATURES

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: October 3, 2024

[Reference Translation]

October 3, 2024

Notice Concerning the Status of the Repurchase of Shares of our Common Stock

(Repurchase of Shares under our Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act of Japan)

We hereby inform you of the repurchase of shares conducted in September pursuant to Article 156 of the Companies Act of Japan (the “Companies Act”) as applied pursuant to Article 165, Paragraph 3 of the Companies Act, as described in the “Notice Concerning the Determination of Matters Relating to the Repurchase of Shares of our Common Stock” given on May 8, 2024, and “Notice Concerning Share Repurchase Through Off-Auction Own Share Repurchase Trading System (ToSTNeT-3) and Increase in the Maximum Limit of Share Repurchases” given on September 24, 2024, as follows:

(Reference)

(Note)

As stated in the “Notice Concerning Results of Repurchase of Shares Through Tender Offer” released on August 27, 2024, TMC conducted a tender offer for its own shares (period of the tender offer: from July 24, 2024 to August 26, 2024). The “total number of shares repurchased” and the “total purchase price” above include the total number of shares repurchased through the tender offer and the total purchase price for them, as the date of commencement of settlement of the tender offer was September 18, 2024. TMC acquired through the tender offer a total of 290,122,375 shares of its common stock, and the total purchase price for them was 806,830,324,875 yen.