A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reason for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below before making an investment decision. If any of the risks described below actually occurs, Honda’s business, financial condition or operating results could be adversely affected. In that event, the trading prices of Honda’s common shares and American Depositary Shares could decline, and you may lose all or part of your investment. Additional risks not currently known to Honda or that Honda now deems immaterial may also harm Honda and affect your investment. Geopolitical Risk Honda conducts business operations in countries worldwide and is exposed to a variety of risks including changes in local laws and regulations, agreements, institutions, and business practices, such as tariffs, import and export regulations, taxes, wars, terrorism, political uncertainty, worsening security situation, change in political regime and labor strikes in those countries or neighboring regions. If such unforeseeable events occur, and operations are delayed or suspended, including supply chain disruptions due to heightened political, military, or social tensions, Honda’s business and operating results could be adversely affected. Particularly among them, Honda recognizes three major geopolitical risks: 1) economic security, 2) conflicts between nations or regional conflicts, and 3) laws and regulations concerning human rights. Strategies for mitigating and reducing exposure to these geopolitical risks are gaining importance because these geopolitical risks have a significant effect on Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society, the evolution of human capital management, and the creation of innovative technologies. For the scale of business in each region that may be affected by such geopolitical risks in the future, see Item 5. “Operating and Financial Review and Prospects—A. Operating Results—Geographical Information Based on the Location of the Company and Its Subsidiaries.” 1 Table of Contents 1. Economic Security Many countries are tightening import and export controls and adopting policies to encourage the blocking of critical resources, components, and parts, as well as advanced technologies. There have been various policy changes in the United States since 2025, and uncertainties surrounding the trade policies of various countries continue to persist. During the fiscal year ended March 31, 2026, our business operations were impacted by tariffs and semiconductor shortages resulting from export controls enacted by various countries. Changes in governmental policy concerning environmental or import and export regulations could possibly result in stoppages or delays in Honda’s production activities or lead us to incur countermeasure costs associated with development, purchasing, sales, and other business activities, which could adversely affect Honda’s business and operating results. For example, due to changing market condition and government policies in the United States, we revised our product launch plans for EV models and decided the reassessment of its automobile electrification strategy during the fiscal year ended March 31, 2026. For losses and expenses related to the reassessment, see Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Financial Strategy.” 2. Conflicts Between Nations or Regional Conflicts The outlook for the international situation remains uncertain, including the situations in Ukraine, the Middle East and the South China Sea. If new conflicts occur or are prolonged, these could possibly result in humanitarian crisis, material and property damage, soaring procurement costs and supply chain disruptions, not only in the countries and regions where they occur, but also in other countries, which could adversely affect Honda’s business and operating results. For example, material costs worldwide have increased as a result of the Middle East situation and are expected to negatively impact our results. 3. Laws and Regulations Concerning Human Rights Laws and regulations requiring companies to address human rights are being enacted in many countries, and the need to address human rights risks throughout the supply chain is growing rapidly. Failure to respond to such laws and regulations in a timely and appropriate manner could damage Honda’s brand image and social credibility, and result in stoppages or delays in Honda’s production activities or lead us to incur countermeasure costs associated with development, purchasing, sales, and other business activities, which could adversely affect Honda’s business and operating results. Purchasing and Procurement Risk Honda is aiming for sustainability in the procurement of good products at reasonable prices in a timely manner by purchasing raw materials and parts from numerous external suppliers. However, Honda still relies on certain suppliers for some of the raw materials and parts which it uses to manufacture its products. Honda’s ability to continue to secure these supplies in an efficient manner at appropriate cost levels is subject to a number of factors, some of which are outside of Honda’s control. These factors include the ability of its suppliers to provide a continued supply of raw materials and parts and Honda’s ability to compete with other users in securing the supplies. 2 Table of Contents If it becomes impossible to secure the supply of materials and parts from suppliers on a continuous basis, the prices of materials and parts rise, or we lose any key supplier, these could lead to delays in or the suspension of Honda’s manufacturing operations and a loss of Honda’s competitiveness, which could adversely affect Honda’s business and operating results. For example, Honda has already experienced price increase for some raw materials and components, and there are concerns such as shortages in the supply of semiconductors and memory chips resulting from surging demand due to the development of artificial intelligence (“AI”) and related technologies, as well as the soaring of battery prices due to a shortage of mineral resources and other supplies as demand soars for nickel, lithium and cobalt, which are used in batteries, as a result of the accelerating shift to electrification. In particular, we are closely examining the impact on our group with regard to export restrictions on rare earths in China. Additionally, if a quality-related issue occurs due to parts supplied by business partners, it may threaten the safety and security of our customers, damage Honda’s brand image, and potentially adversely impact Honda’s business and operating results. Strategies for mitigating and reducing exposure to these purchasing and procurement risks are gaining importance because these purchasing and procurement risks have a significant impact on Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society, and the creation of innovative technologies. Information Security Risk Honda uses a wide range of information systems and networks relating to information services and driving support in its business activities and its products, including in areas managed by subcontractors. There is an increasing demand for software solutions, particularly in the areas of automated driving/advanced driver-assistance systems and other digital services, including the utilization of AI technologies. While we expect AI to improve production efficiency, it may also lead to unintentional infringement of third-party rights, proliferation of erroneous information, and information leaks. In addition, the means of cyber-attacks that take place have become more advanced and sophisticated, targeting organizations worldwide. Cyber-attacks could also significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero traffic collision society and the creation of innovative technologies. Accordingly, the strategies for mitigating and reducing exposure to this risk are gaining importance. In addition, in recent years, personal information protection rules have been rapidly developed in countries worldwide. In creating Honda’s initiatives for the creation of new value, measures protecting personal information are also gaining importance due to possible differences in the amount and quality of the personal information handled in comparison to existing operations. There is a possibility that, in addition to cyber-security risk, any equipment malfunction, any management deficiency or human error at Honda or any of our business partners or subcontractors, or any natural disaster, infrastructure failure or any other unforeseen circumstances could also result in the suspension of important operations and services at Honda, leakage of confidential or personal information, inappropriate processing of documents and information, or the destruction or falsification of important data. If such an event occurs, Honda’s business and operating results could be adversely affected in terms of damage to its brand image or social reputation, liability to customers or parties affected, payment of financial penalties, delays in or suspension of Honda’s manufacturing operations, and a loss of Honda’s competitiveness. 3 Table of Contents Relating to Industry Market Risk Honda conducts its operations throughout the world. Extended economic slowdown, recession, changes in consumer preferences and needs, rising fuel prices, financial crisis, and rise in product prices due to increased material costs or decreased supply volume are all factors which may cause decline in market demands and intensify competition with other companies that could trigger a decline in demand for Honda’s products that may adversely affect Honda’s business and operating results, or its plans for the future. In particular, the automotive industry is undergoing a period of major change, including intensifying competition due to the rise of emerging Chinese EV companies, changes in environmental policies in North America and Europe and global trade wars arising from the imposition of additional tariffs by the United States. Against the backdrop of these shifts in the market environment, we revised product launch plans for EV models and decided the reassessment of its automobile electrification strategy during the fiscal year ended March 31, 2026. For details regarding the associated losses and expenses, please refer to Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Financial Strategy.” If we are unable to respond competitively and appropriately to these changes in markets and demand, Honda’s business performance may be adversely affected. Business Alliances and Joint Ventures Risk Honda engages in business operations through alliances and joint ventures with other companies in expectation of synergy effects and increased efficiency, or to meet the requirements of the countries in which business development is being undertaken. As Honda advances its initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society, and the creation of innovative technologies, the utilization of partnerships such as alliances and joint ventures are essential. If disagreements among partners regarding business, leakage of profit or technology, delays in decision-making or poor operating results at business partners occur in the context of an alliance or joint venture, or if conditions to an alliance or joint venture are changed or cancelled, it may have an adverse effect on Honda’s business and operating results. Environmental Risk With business operations in countries worldwide, Honda recognizes wide-ranging potential risks related to environmental issues, as exemplified by the risks concerning climate change, resource depletion, air pollution, water pollution, and biodiversity, among other issues, and Honda is subject to wide-ranging policies and regulations covering these issues. For the policies and regulations concerning climate change and fuel efficiency and exhaust gas in particular, countries worldwide have implemented or are planning for their revisions. Depending on the trends for the revisions and the substance of the revised regulations, Honda’s measures in response and related expenses could possibly weigh on its production, development, purchasing and sales activities, etc., in the Motorcycle, Automobile, Power products and other businesses operations. This could adversely affect Honda’s business and operating results. 4 Table of Contents These risks could also significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society and the creation of innovative technologies. Accordingly, the strategies for mitigating and reducing exposure to this risk are gaining importance. For information on risks and opportunities related to climate change, please refer to “Climate Change-related Disclosures (Response to the TCFD Recommendations)” in Item 4. “Information on the Company—B. Business overview—Concepts and Approaches to Sustainability”. Intellectual Property Risk Honda owns or otherwise has rights in a number of patents and trademarks relating to the products it manufactures. Honda has designated carbon neutrality of power units, energy management systems, resource circulation, autonomous driving/advanced driver-assistance systems, and internet of things/connected as key focus areas in order to support the evolution to enterprise capable of forging new growth trajectories and fostering innovative value creation. Risks related to patents and trademarks could significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in realizing a zero environmental impact society, realizing a zero traffic collision society and the creation of innovative technologies. Accordingly, the strategies for mitigating and reducing exposure to these risks are gaining importance. The inability to protect its intellectual property generally, the illegal infringement of some or a large group of Honda’s intellectual property rights that may cause declines in Honda’s competitive advantage, or the suspension of manufacturing and/or sales activities and the payment of large amounts of damages as a result of lawsuits (including arising from unintentional infringement of third-party intellectual property rights due to the introduction of AI) on infringement of patent rights and license fees, could have an adverse effect on Honda’s business and operating results. Natural Disasters Risk The suspension and delay in business activities such as production, development, purchasing and sales as results of damage caused to Honda’s operation sites and employees by earthquakes, floods, windstorms, infectious diseases, and other natural disasters may adversely affect Honda’s business and operating results. Also, if any of Honda’s business partners suffer any such damage, or if there is any disruption of the infrastructure due to a natural disaster, this may adversely affect Honda’s business and operating results. In addition, under the effects of climate change and other factors, weather-related disasters have intensified and have become more frequent in various countries worldwide, and it is projected that this trend could continue going forward. As a result, these disasters may adversely affect Honda’s business and operating results. 5 Table of Contents Financial & Economic Risk 1. Economic Trends and Economic Fluctuations Honda conducts business operations in countries throughout the world, with manufacturing and sales operations in various regions and countries. These business activities may be affected by economic slowdowns, economic fluctuation, or other factors, which could result in decreased sales due to market contractions, increase in component procurement prices and product sales prices, higher credit risk for Honda’s business, and higher financing interest rates, among others. Accordingly, these changes may have an adverse effect on Honda’s business and operating results. 2. Currency Fluctuations Honda has manufacturing operations throughout the world, including Japan, and exports products and components to various countries. Honda purchases materials and components and sells its products and components in foreign currencies. Therefore, currency fluctuations could affect Honda’s pricing of materials purchased and products sold. Accordingly, currency fluctuations may have an adverse effect on Honda’s business and operating results. Honda’s Financial services business conducts business under highly competitive conditions in an industry with inherent risks Honda’s Financial services business offers various financing plans to its customers designed to increase the opportunity for sales of its products. However, customers can also obtain financing for the lease or purchase of Honda’s products through a variety of other sources that compete with our financing services, including commercial banks and finance and leasing companies. The financial services offered by Honda involve credit risk as well as risks relating to lease residual values, cost of capital and access to funding. Competition for customers and/or these risks may adversely affect Honda’s business and operating results. Legal Risk Honda could be subject to lawsuits, various investigations and legal proceedings under relevant laws and regulations of various jurisdictions. A negative outcome in any such current or future legal proceedings brought against Honda could adversely affect Honda’s business and operating results. Honda is subject to risks relating to its obligations to provide post-employment benefits Honda has various pension plans and provides other post-employment benefits, in which the amount of benefits is basically determined based on the level of salary, service years, and other factors. Contributions are also regularly reviewed and adjusted as necessary to the extent permitted by laws and regulations. Defined benefit obligations and defined benefit costs are based on assumptions of a variety of factors, including the discount rate and the rate of salary increase. Changes in assumptions could affect Honda’s defined benefit costs and obligations, including Honda’s cash requirements to fund such obligations in the future, which could adversely affect Honda’s operating results. 6 Table of Contents Honda’s success depends in part on the value of its brand image, which could be diminished by product defect One of the important factors behind corporate sustainability is trust and support for the Honda brand from our customers, society and the communities in which Honda conducts business operations. In order to support this brand image, Honda endeavors to gain the trust of society in all types of corporate activities, including ensuring product quality and compliance with laws and regulations, conducting risk management, and enhancing internal controls related to corporate governance. However, if for some unforeseeable reason the Honda brand image is damaged or Honda is unable to communicate information in a timely manner and deal with such information appropriately, this could adversely affect Honda’s business and operating results. This brand image related risk could also significantly affect Honda’s initiatives for its Five Key Themes described in Item 4. “Information on the Company—B. Business Overview—Preparing for the Future—Challenges to be Addressed Preferentially”, particularly in brand value enhancement. Accordingly, the strategies for mitigating and reducing exposure to this risk are gaining importance. We have confirmed that there had been some inappropriate cases relating to the certification test when applying for type designation for four-wheeled vehicles sold in the past, and reported this to Japan’s Ministry of Land, Infrastructure, Transport and Tourism (MLIT) on May 31, 2024. We will continue to strengthen compliance and governance as we conduct our corporate activities. However, if similar matters occur in the future, Honda’s brand image could be damaged and Honda’s business and operating results could be adversely affected. See “Legal Risk” for a description of legal risks that could arise as a result of such matters. Risks Relating to Honda’s ADSs A holder of ADSs will have fewer rights than a shareholder has and such holder will have to act through the depositary to exercise those rights The rights of shareholders under Japanese law to take various actions, including exercising voting rights inherent in their shares, receiving dividends and distributions, bringing derivative actions, examining a company’s accounting books and records, and exercising appraisal rights, are available only to holders of record. Because the depositary, through its custodian agents, is the record holder of the Shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited Shares. The depositary will make efforts to exercise votes regarding the Shares underlying the ADSs as instructed by the holders and will pay to the holders the dividends and distributions collected from the Company. However, in the capacity as an ADS holder, such holder will not be able to bring a derivative action, examine our accounting books or records or exercise appraisal rights through the depositary. Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions The Company’s Articles of Incorporation, Regulations of the Board of Directors, Regulations of the Nominating Committee, Regulations of the Audit Committee, Regulations of the Compensation Committee, and the Company Law of Japan (the “Company Law”) govern corporate affairs of the Company. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties, and shareholders’ rights may be different from those that would apply if the Company were a U.S. company. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of the United States. An ADS holder may have more difficulty in asserting his/her rights as a shareholder than such an ADS holder would as a shareholder of a U.S. corporation. In addition, Japanese courts may not be willing to enforce liabilities against the Company in actions brought in Japan that are based upon the securities laws of the United States or any U.S. state. 7 Table of Contents Because of daily price range limitations under Japanese stock exchange rules, a holder of ADSs may not be able to sell his/her shares of the Company’s Common Stock at a particular price on any particular trading day, or at all Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. To prevent excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each stock, based on the previous day’s closing price. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell his or her shares at such price on a particular trading day, or at all. U.S. investors may have difficulty in serving process or enforcing a judgment against the Company, its directors or executive officers The Company is a limited liability, joint stock corporation incorporated under the laws of Japan. Most of its directors and executive officers reside in Japan. All or substantially all of the Company’s assets and the assets of these persons are located in Japan and elsewhere outside the United States. It may not be possible, therefore, for U.S. investors to effect service of process within the United States upon the Company or these persons or to enforce against the Company or these persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgment of U.S. courts, of liabilities predicated solely upon the federal securities laws of the United States. The Company’s shareholders of record on a record date may not receive the dividend they anticipate The customary dividend payout practice and relevant regulatory regime of publicly listed companies in Japan may differ from that followed in foreign markets. The Company’s dividend payout practice is no exception. While the Company may announce forecasts of year-end and interim dividends prior to the record dates, these forecasts are not legally binding. The actual payment of year-end dividends requires a resolution of the Company’s Board of Directors. If the Board of Directors adopts such a resolution, the year-end dividend payment is made to shareholders as of the applicable record date, which is currently specified as March 31 by the Company’s Articles of Incorporation. However, such a resolution of the Board of Directors is usually made at a meeting of the Board of Directors held in April. The payment of interim dividends also requires a resolution of the Company’s Board of Directors. If the board adopts such a resolution, the dividend payment is made to shareholders as of the applicable record date, which is currently specified as September 30 by the Articles of Incorporation. However, the board usually does not adopt a resolution with respect to an interim dividend until after the record date. Shareholders of record as of an applicable record date may sell shares after the record date in anticipation of receiving a certain dividend payment based on the previously announced forecasts. However, since these forecasts are not legally binding and resolutions to pay dividends are usually not adopted until after the record date, our shareholders of record on record dates for year-end and interim dividends may not receive the dividend they anticipate. 8 Table of Contents Cautionary Statement with Respect to Forward-Looking Statements in This Annual Report This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements included in this Annual Report are based on the current assumptions and beliefs of Honda in light of the information currently available to it, and involve known and unknown risks, uncertainties, and other factors. Such risks, uncertainties and other factors may cause Honda’s actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors are generally set forth in Item 3.D “Risk Factors” and include, without limitation: • the political, economic and social conditions in Japan and throughout the world including North America, Europe and Asia, including economic slowdowns, recessions, changes in consumer preferences, rising fuel prices, financial crises, exchange rates and other factors, as well as the relevant governments’ specific policies with respect to trade policy (including tariffs), economic growth, inflation, taxation, currency conversion, sources of supplies and the availability of credit, particularly to the extent such current or future conditions and policies affect the automobile, motorcycle and power product industries and markets in Japan and other markets throughout the world in which Honda conducts its business, and the demand, sales volume and sales prices for Honda’s automobiles, motorcycles and power products; • the effects of competition in the automobile, motorcycle and power product markets on the demand, sales volume and sales prices for Honda’s automobiles, motorcycles and power products; • Honda’s ability to finance its working capital and capital expenditure requirements, including obtaining any required external debt or other financing upon favorable interest rates or other terms; • the effects of environmental, personal information and other governmental regulations and legal proceedings; and • the effects of events such as environmental or man-made disasters, pandemics, cyber-attacks or other events affecting Honda, its suppliers, customers or the economy as a whole. Honda undertakes no obligation and has no intention to publicly update any forward-looking statement after the date of this Annual Report. Investors are advised to consult any further disclosures by Honda in its subsequent filings pursuant to the Securities Exchange Act of 1934.