Toyota Motor Corporation and Daimler Truck AG are jointly offloading up to 906,034,000 shares of ARCHION Corporation, the commercial-vehicle holding company they created by merging Hino Motors and Mitsubishi Fuso Truck and Bus. The two founding shareholders are trimming their stakes to 25% each, a move ARCHION says will push its free-float ratio above the threshold required to keep its listing on the Tokyo Stock Exchange Prime Market.
The base offering totals 787,855,700 shares, split into a domestic tranche of 425,442,100 shares and an overseas tranche of 362,413,600 shares. On top of that, SMBC Nikko Securities has been granted an over-allotment option of up to 118,178,300 additional shares, borrowed from Daimler Truck and Toyota, exercisable through August 14, 2026. Add the two together and the deal caps out at the 906 million-share figure in the headline number.
| Seller | Domestic Tranche (shares) | Overseas Tranche (shares) | Target Stake After Sale | Target Voting Rights After Sale |
|---|---|---|---|---|
| Daimler Truck AG | 212,721,100 | 181,206,800 | 25% | 26.7% |
| Toyota Motor Corporation | 212,721,000 | 181,206,800 | 25% | 19.9% |
The seller mix matters as much as the size. Toyota's voting stake falls to 19.9%, a level low enough that ARCHION says the company will no longer be classified as an "other affiliated company" under Japanese disclosure rules. Daimler Truck's voting stake settles higher, at 26.7%, even though both firms are selling down to the same 25% equity position. The gap exists because Toyota holds non-voting Class A shares convertible into ordinary stock, and ARCHION's EDINET filing states plainly that Toyota's voting ratio is being kept under 20% out of respect for the company's independent operations and out of competition-law caution, since Toyota still runs light-truck and small-bus businesses in Japan.
None of the money terms are locked in yet. An indicative price range is due July 15, with the final offering price, the underwriting price and the exact domestic-overseas split all set on a single pricing date sometime between July 22 and July 27, 2026, depending on investor demand. Settlement follows five business days later, in a window running from July 29 to August 3. Toyota and Daimler Truck have agreed to a 180-day lock-up from the delivery date, though the joint global coordinators retain discretion to waive or shorten it.
ARCHION listed on the Prime Market on April 1, 2026, following the Hino-Fuso integration, and laid out a mid-term plan on May 15 built around a shared development and production platform, cost optimization, and investment in electrification. This offering is the mechanism for closing the free-float gap that integration left behind. What remains open is the price: with allocation and terms still pending a two-week window, the market will decide how much the two carmakers actually collect for the stock they are required to give up.
