📋 Material Events 1086

Orient Corporation

8585 · 株式会社オリエントコーポレーション

Strategic Capital Corporation increased its voting rights in the company from 9.63% to 10.51% (165,614 to 180,788 voting shares), triggering mandatory disclosure of a material shareholder change under the Financial Instruments and Exchange Act. The change occurred on February 2, 2026, and was reported via a large shareholding report filed on February 6, 2026.

MOBCAST HOLDINGS INC.

3664 · 株式会社モブキャストホールディングス

The company reported material non-operating expenses and special losses totaling approximately 267-289 million yen for Q4 fiscal year ending December 2025, primarily driven by impairment losses on fixed assets (42-34 million yen), subsidiary business exit losses, cryptocurrency evaluation losses, and provisions for subsidiary losses. These charges significantly impact the consolidated and individual financial statements as disclosed in the extraordinary report filed on February 13, 2026.

Yoshimura Food Holdings K.K.

2884 · 株式会社ヨシムラ・フード・ホールディングス

The company entered into a money loan agreement with financial covenants on March 31, 2025, arranged by Mizuho Bank as arranger and agent on behalf of a syndicate. The facility totals 5 billion yen with a maturity date of October 31, 2033, and is unsecured and unguaranteed. The loan is subject to four financial maintenance covenants including minimum net asset ratios, consecutive loss restrictions, and net leverage ratios.

Advanex inc.

5998 · 株式会社 アドバネクス

The company recognized foreign exchange gains of 181.5 million yen in consolidated earnings and 175.6 million yen in individual earnings for Q3 FY2026 due to revaluation of assets and liabilities held by the company and its overseas subsidiaries following foreign exchange rate fluctuations.

TOYO ENGINEERING CORPORATION

6330 · 東洋エンジニアリング株式会社

Toyo Engineering Corporation has been sued by Aoki Asunaro Construction Company in Tokyo District Court regarding additional costs related to a petrochemical plant construction project. The plaintiff is claiming 4,958,754,653 yen for additional expenses incurred during subcontracted work. The company states it will assert its legal position and that the impact on financial results is expected to be immaterial at this time.

Fast Fitness Japan Incorporated

7092 · 株式会社Fast Fitness Japan

The company's Board of Directors resolved on February 13, 2026 to convene an extraordinary shareholders' meeting on March 19, 2026 to approve a stock consolidation (4,554,450 shares to 1 share) as part of a going-private transaction. JG35 Corporation, backed by JGIA and Oak (a family asset management company), is acquiring all outstanding shares to take the company private and implement long-term growth strategies without public market constraints.

Will Smart Co. Ltd.

175A · 株式会社Will Smart

The company recognized an impairment loss of 155,250 thousand yen on fixed assets held in its portfolio during the fourth quarter of fiscal year ending December 2025. The impairment was determined based on recoverability assessment following the company's accounting standards for fixed asset impairments, taking into account future business performance outlook.

KOZO Holdings Co., Ltd.

9973 · 株式会社小僧寿し

The company recorded total impairment losses of 313 million yen in Q4 FY2025, comprising 55 million yen in tangible asset impairment losses across business segments and 258 million yen in goodwill impairment related to an overseas food service subsidiary due to unmet business plan targets. These material losses significantly impact the group's consolidated financial results and are being reported as extraordinary losses.

BlueMeme Inc.

4069 · 株式会社BlueMeme

On February 13, 2026, the company's Board of Directors approved a change in representative directors. Shingo Matsuoka transitioned from Chairman (取締役会長) to Representative Director and Chairman & President (代表取締役会長兼社長), while Kuniharu Miyawaki retired from his position as Representative Director and President (代表取締役社長). Matsuoka holds 165,000 shares including holdings through asset management company BM Trust Co., Ltd.

TOKYO SANGYO CO.,LTD.

8070 · 東京産業株式会社

The company announced a CEO succession plan at the February 13, 2026 Board of Directors meeting. Asada Yasuo will be promoted from Standing Audit & Supervisory Committee Member to President and Representative Director, while incumbent CEO Kamohara Minoru will transition to Chairman as Representative Director, both effective June 2026.

Smaregi,Inc.

4431 · 株式会社スマレジ

SmareJi Corporation resolved to conduct an absorption merger with its wholly-owned subsidiary NetShop Support Room Co., Ltd. (株式会社ネットショップ支援室) effective May 1, 2026. The merger aims to integrate EC and POS operations, unify management and organizational structures, and accelerate synergy creation across product lines and customer solutions.

Brangista inc.

6176 · 株式会社ブランジスタ

The company is selling a portion of its investment securities portfolio, specifically one listed stock. This transaction is expected to generate an extraordinary gain of 2,015 million yen, which will be recorded as special profit in the second quarter of fiscal year ending September 2026.

FUJI SEIKO LIMITED

6142 · 富士精工株式会社

The company's Board of Directors resolved on February 13, 2026 to appoint Hitoshi Mori as new Representative Director President and Naoki Shinoda as new Representative Director Senior Managing Director, both effective May 26, 2026 upon approval at the Annual General Meeting of Shareholders. Both executives have extensive tenure within the company and experience in international subsidiary management and technical operations.

Chugai Mining Co.,Ltd.

1491 · 中外鉱業株式会社

The filing reports a change in specified subsidiary status for two existing subsidiaries: Intex Co., Ltd. (machinery sales/trading) and CareerMate Co., Ltd. (temporary staffing). This reclassification occurred because the parent company reduced its capital to 100 million yen on August 15, 2022, causing these subsidiaries (both 100% owned) to exceed the 10% threshold and meet the definition of specified subsidiaries under financial instruments law.

MS&AD Insurance Group Holdings, Inc.

8725 · MS&ADインシュアランスグループホールディングス株式会社

The company's board of directors approved an absorption merger whereby Mitsui Sumitomo Fire and Marine Insurance Co., Ltd. will be the surviving company and Aioi Nissay Dowa Insurance Co., Ltd. will be the dissolved company. The merger is scheduled for April 1, 2027, resulting in the delisting of Aioi Nissay Dowa Insurance from the company's subsidiary roster.

Chugai Mining Co.,Ltd.

1491 · 中外鉱業株式会社

The company established CHUGAI HAWAII LLC, a real estate business subsidiary in Honolulu, Hawaii on November 5, 2025, with capital of USD 100,000. The subsidiary qualifies as a specified subsidiary (特定子会社) as its capital amount reaches 10% or more of the parent company's capital, requiring disclosure under the Financial Instruments and Exchange Act.

Dynapac Co., Ltd.

3947 · ダイナパック株式会社

The company's board of directors approved on February 13, 2026, the transition of representative director Hisao Shinooka from his position as Representative Director, Senior Executive Officer and President's Assistant to non-executive advisor, effective March 27, 2026. Shinooka holds 14,764 shares in the company.

Ichigo Inc.

2337 · いちご株式会社

Ichigo Inc. has decided to issue 2,950,000 stock acquisition rights (stock options) on February 27, 2026 to directors, executive officers, employees, and subsidiary directors as incentive compensation. The stock options will be issued at no cost and have an exercise price set at 115% of the closing price on the day before allocation, exercisable from February 14, 2029 to February 13, 2034.

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Kazutoshi Yamaguchi, who was serving as Representative Director and Senior Executive Officer, will resign from his position as Representative Director effective March 31, 2026. The company's Board of Directors approved this management change at a meeting held on February 13, 2026.

NISSEI ASB MACHINE CO., LTD.

6284 · 日精エー・エス・ビー機械株式会社

The company announces a change in representative director (代表取締役) effective April 1, 2026. Aoki Takota will transition from Executive Vice President (取締役副社長) to become Representative Director and Chairman (代表取締役会長), while current Chairman Aoki Daichi will step down from the representative director position to become a regular director (取締役).

Def consulting, inc.

4833 · 株式会社Success Holders

The company reported a change in major shareholders as of February 13, 2026. The Capital Co., Ltd. ceased to be a major shareholder (reducing its stake from 26.00% to 0%), while GP Listed Company Investment D Investment Partnership (a limited liability partnership) became a new major shareholder with a 21.70% stake (15,752,410 shares).

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Aioi Nissay Dowa Insurance Company will be absorbed and merged into Mitsui Sumitomo Fire and Marine Insurance Company, with the merger effective April 1, 2027. The merged entity will be renamed Mitsui Sumitomo Aioi Insurance Company. Both companies are wholly-owned subsidiaries of MS&AD Insurance Group Holdings, and no stock consideration will be exchanged as this is an internal group consolidation.

Hotto Link Inc.

3680 · 株式会社ホットリンク

The company recorded impairment losses on goodwill (¥890 million) and software (¥676 million) related to subsidiary Effyis Inc., following IFRS-based impairment testing. The fair value of these assets fell below their book value due to changes in the business environment, and the losses were recognized in the consolidated financial results for the fiscal year ended December 2025.

Sompo Holdings, Inc.

8630 · SOMPOホールディングス株式会社

SOMPO Holdings announced a management transition effective April 1, 2026, in which Katsushi Tajiri will be promoted from Executive Officer to Representative Executive Officer (Group CFO), while Masahiro Hamada will step down from Representative Executive Officer Deputy President to become a Director and Executive Officer. Tajiri brings extensive international experience in M&A and overseas business operations within the SOMPO group.

RAKUS Co.,Ltd

3923 · 株式会社ラクス

The company has decided to divest all shares of its consolidated subsidiary Raks Partners Co., Ltd. to BREXA Technology Co., Ltd. As a result of this share transfer, Raks Partners will be deconsolidated from the company's financial statements. The company expects to record a gain on sale of affiliated company shares of approximately 16.5 billion yen (consolidated) in the first quarter of fiscal year ending March 2027.

MITSUI MATSUSHIMA HOLDINGS CO.,LTD.

1518 · 三井松島ホールディングス株式会社

The company's Board of Directors meeting held on February 13, 2026 approved a change in representative director position. Shinichiro Kushima, currently serving as Representative Director and Chairman (born June 4, 1951), will transition to an advisory role (Sōdan-yaku) effective June 19, 2026.

ProjectHoldings,Inc.

9246 · 株式会社プロジェクトホールディングス

Project Holdings Co., Ltd. decided to issue 962 units of stock acquisition rights (6th series) to directors, executive officers, and employees of the company and its subsidiaries. The rights have an issue price of 900 yen per unit, with an exercise price of 1,154 yen per share, exercisable between April 1, 2029 and March 17, 2036, contingent on EBITDA performance targets being met during fiscal years 2028-2030.

Advance Create Co.,Ltd.

8798 · 株式会社アドバンスクリエイト

The company has recognized a special loss due to decreased profitability of fixed assets. This resulted in an impairment loss of 60,344 thousand yen and an addition to the provision for guarantee losses of 4,564 thousand yen, totaling approximately 64,908 thousand yen in charges against earnings.

EnBio Holdings,Inc

6092 · 株式会社エンバイオ・ホールディングス

The company decided to withdraw from its biomass gasification power generation business in Turkey as of February 13, 2026. This business exit resulted in special losses of 478 million yen (provision for doubtful accounts) in individual financial statements and 915 million yen (business withdrawal loss) in consolidated financial statements for the fiscal year ending March 2026.

PUNCH INDUSTRY CO.,LTD.

6165 · パンチ工業株式会社

The company recognized a material impairment loss of 411 million yen on shares of its consolidated subsidiary ASCe due to a significant decline in their fair value. The impairment was recorded as an extraordinary loss in the third quarter of fiscal year ending March 2026, though it will be eliminated in consolidation with no impact on consolidated earnings.

INTRANCE CO.,LTD.

3237 · 株式会社イントランス

The company recorded a derivative valuation loss of 27 million yen in the third quarter of fiscal year ending March 2026, resulting from a self-stock price forward contract transaction. This non-operating expense materially affects the company group's financial position, operating results, and cash flow situation.

Yashima & Co., Ltd.

7677 · 株式会社ヤシマキザイ

The company's Board of Directors resolved on February 13, 2026, to change its representative directors effective April 1, 2026. Shōichirō Seki will be promoted to Representative Director and President, while Masahiro Abe will be appointed as Representative Director and Vice President. Incumbent representatives Atsushi Satō and Kazuaki Takada will step down from CEO roles, transitioning to non-executive director positions.

AVANTIA CO., LTD.

8904 · 株式会社AVANTIA

The company established an overseas subsidiary, Avantia USA Inc., in Delaware on December 26, 2025, through a capital investment that resulted in the subsidiary becoming a specified subsidiary (特定子会社). The investment gives the parent company 100% voting rights, with the subsidiary's capital of $2.5 million meeting the threshold of at least 10% of the parent company's capital.

J Trust Co.,Ltd.

8508 · Jトラスト株式会社

The company has decided to divest all shares of TA Asset Management Loan Company (TA資産管理貸付株式会社), a consolidated subsidiary based in Seoul, South Korea. The divestiture is scheduled for March 13, 2026, and will result in the subsidiary being deconsolidated from the company's financial statements.

Kuroda Group Co., Ltd.

287A · 黒田グループ株式会社

The company's three specified subsidiaries—Kuroda Filtration Systems Technology (Shenzhen) Co., Ltd., Shanghai Kuroda Trading Co., Ltd., and Kuroda Manufacturing Vietnam Co., Ltd.—underwent capital reductions that resulted in their capitalization falling below 10% of the parent company's capital. Consequently, these three subsidiaries no longer qualify as specified subsidiaries under financial instruments exchange law. The capital reductions became effective on July 9, July 16, and October 8, 2025, respectively.

FRIENDLY CORPORATION

8209 · 株式会社フレンドリー

The company recorded an impairment loss on fixed assets as an extraordinary loss in the third quarter of the 72nd fiscal period. The impairment loss of 7,657 thousand yen was recognized following a Board of Directors resolution on February 13, 2026, due to a significant impact on the company's financial position and operating results.

DENTSU GROUP INC.

4324 · 株式会社電通グループ

The company reported significant impairment losses totaling 310.12 billion yen on goodwill in the EMEA and Americas regional segments for Q4 FY2025 (IFRS), reflecting economic headwinds and future risks in overseas operations. Additionally, the company recorded 118.55 billion yen in equity valuation losses and 171.86 billion yen in loan loss provisions for subsidiary Dentsu International Limited due to impaired recoverability of subsidiary investments and related party loans.

Milbon Co., Ltd.

4919 · 株式会社ミルボン

The company's audit firm will be changed from Gyosei Audit Corporation to EY Shinnihon Limited Liability Audit Corporation effective March 27, 2026, following the 66th Annual Shareholders Meeting. The change is driven by the auditor's lengthy 30-year tenure and the desire for fresh audit perspectives, coupled with expansion of global business operations.

WAKACHIKU CONSTRUCTION CO.,LTD.

1888 · 若築建設株式会社

Wakatsu Construction entered into a capital and business alliance agreement with Aso Corporation and ACVE Holdings on February 12, 2026, whereby ACVE Holdings will conduct a public tender offer for Wakatsu shares. The transaction aims to expand business domains through synergies in port infrastructure, disaster prevention/mitigation, and human capital development between the two groups.

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Mitsui Sumitomo Aioi Fire and Marine Insurance Company will acquire Aioi Nissay Dowa Insurance Company through an absorption merger, with the merged entity to be renamed Mitsui Sumitomo Aioi Insurance Company, effective April 1, 2027. Both companies are wholly-owned subsidiaries of MS&AD Insurance Group Holdings. The merger aims to create a stronger damage insurance company with enhanced governance and risk solutions capabilities.

INTERTRADE CO.,Ltd.

3747 · 株式会社インタートレード

The company recorded an equity method investment loss of 47,692 thousand yen from its equity method affiliates Digital Asset Markets Co., Ltd. and AndGo Co., Ltd. in the first quarter of fiscal year 2026. Additionally, the company recognized a gain on equity interest change of 230,114 thousand yen resulting from Digital Asset Markets' capital increase.

Cominix Co.,Ltd.

3173 · 株式会社Cominix

Kawanobe Seisakusho Co., Ltd., a consolidated subsidiary of the company, sold a portion of its investment securities holdings in December 2025 to strengthen financial condition and optimize management resources. The sale is expected to generate approximately ¥248 million in gains on sale of securities to be recorded as extraordinary profit in the fiscal year ending March 2026.

Sharing Innovations Inc.

4178 · 株式会社Sharing Innovations

The company announces a planned change in representative director (代表取締役社長) effective March 25, 2026. Tsutsumi Takahiro will assume the role of Representative Director and President, replacing Nobuta Masato who will step down. The transition is subject to approval at the scheduled general shareholders meeting on March 25, 2026.

NOVARESE,Inc.

9160 · 株式会社ノバレーゼ

The company recognized a deferred tax asset of approximately 1.497 billion yen in individual financial statements for the fiscal year ended December 2025, and recorded an impairment loss of 186 million yen in consolidated statements related to certain fixed assets in the bridal business segment due to identified impairment indicators.

GAKKEN HOLDINGS CO., LTD.

9470 · 株式会社学研ホールディングス

Gakken Holdings resolved to dispose of treasury shares to the Gakken Employee Shareholding Association as part of a restricted stock incentive program for employees. A maximum of 273,473 shares will be allocated at ¥1,097 per share (up to ¥300 million total) with a 36-month restriction period from June 2, 2026 to June 1, 2029.

NOVARESE,Inc.

9160 · 株式会社ノバレーゼ

The company announces the replacement of its audit firm. Limited Liability Auditor Azsa will retire as the accounting auditor on March 19, 2026, upon completion of the company's 10th regular shareholders meeting. Limited Liability Audit Corporation Deloitte Touche Tohmatsu has been selected as the new accounting auditor to align with the parent company TKP's auditor and improve audit effectiveness and governance efficiency.

GMO Internet Inc.

4784 · GMOアドパートナーズ株式会社

GMO Internet Group has recognized impairment losses on goodwill and fixed assets of three subsidiaries (GMO-Z.com Mongolia LLC, GMO-Z.com Cryptonomics (Thailand) Co., Ltd., and GMO-Z.com Philippines, Inc.) totaling 242 million yen in consolidated results for fiscal year ending December 2025. The impairment resulted from a reassessment of business positioning and roles as part of portfolio restructuring, with more conservative assumptions applied to future outlooks.

Fukui Computer Holdings,Inc.

9790 · 福井コンピュータホールディングス株式会社

Fukui Computer Holdings announced a planned merger with Daitech Holdings, effective April 1, 2027, with Fukui Computer as the surviving company. The merger aims to create synergies in CAD systems, cloud services, and IT infrastructure by combining complementary business domains in the construction industry. The share exchange ratio is 1 Fukui Computer share for every 0.68 Daitech Holdings shares.

JMC CORPORATION

5704 · 株式会社JMC

The company will replace its accounting auditor from Azusa Audit Corporation (有限責任 あずさ監査法人) to Ark Audit Corporation (アーク有限責任監査法人) effective March 27, 2026, following the expiration of the current auditor's term. The decision was made by the Audit & Supervisory Board on February 13, 2026, and will be subject to shareholder approval at the 34th Annual General Meeting of Shareholders scheduled for March 27, 2026. The replacement was made after comparative evaluation of audit firms based on professional expertise, independence, quality control systems, and appropriateness of audit fees relative to the company's business scale.

Photosynth inc.

4379 · 株式会社Photosynth

Photosynth Inc. resolved to issue 9,386 stock acquisition rights (warrants) to its directors and employees on February 13, 2026. The warrants have an issue price of 243 yen per warrant, with an exercise price of 412 yen per share, and are exercisable from April 1, 2027 to March 31, 2032, contingent upon meeting specified consolidated revenue targets over three fiscal years.