📋 Material Events 2113

TSI HOLDINGS CO., LTD.

3608 · 株式会社TSIホールディングス

The company entered into a syndicated loan agreement with three major city banks on February 24, 2026, for a principal amount of 36 billion yen with a maturity date of February 28, 2033. The loan is subject to financial covenants including maintaining consolidated net assets at specified thresholds and avoiding consecutive periods of operating losses.

NIPPON STEEL CORPORATION

5401 · 日本製鉄株式会社

Nippon Steel Corporation has decided to issue two series of convertible bonds with stock warrants denominated in Euro: (1) 275 billion yen maturing in 2029, and (2) an additional series maturing in 2031, to be sold primarily in European and Asian markets excluding the US. The bonds are zero-coupon instruments with detailed early redemption provisions and conversion features tied to the company's common stock.

NIPPON STEEL CORPORATION

5401 · 日本製鉄株式会社

Nippon Steel Corporation has decided to dispose of 3,130,300 treasury shares to Sumitomo Mitsui Trust Bank as trustee for a performance-linked stock compensation plan targeting 43 executives and senior management (excluding audit committee members and external directors). The shares will be held in trust and distributed to eligible recipients upon retirement based on accumulated performance points, with a total disposition value of approximately 2.11 billion yen at 673.9 yen per share.

TAKASAGO INTERNATIONAL CORPORATION

4914 · 高砂香料工業株式会社

The company sold 444,038 shares of Hisamitsu Pharmaceutical Co., Ltd. through a tender offer (public acquisition) conducted by Taiyō Kōsan Co., Ltd. The transaction was completed on February 19, 2026, generating a gain on sale of securities of 2,543 million yen to be recorded in the fourth quarter of fiscal year 2026.

Maruha Nichiro Corporation

1333 · マルハニチロ株式会社

The company's Board of Directors approved on February 24, 2026, a management transition effective April 1, 2026. Yasuda Daisuke will be promoted from Senior Managing Executive Officer to Representative Director and President/COO, while current Representative Director and President Ikemi Satoshi will transition to Representative Director and Chairman/CEO.

Globe-Ing, Inc.

277A · グロービング株式会社

Groving Inc. has resolved to distribute 287,966 common shares to 133 employees at ¥2,044 per share as a restricted stock award to provide incentives for sustained corporate value enhancement and value sharing with shareholders. The shares are subject to transfer restrictions ranging from 1 to 5 years, with vesting conditions tied to continued employment, and will be managed in segregated accounts at Daiwa Securities.

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2975 · スター・マイカ・ホールディングス株式会社

Star Mica Holdings implemented a restricted stock award program on February 20, 2026, distributing 180,598 treasury shares to company directors, subsidiary directors, and employees as incentive compensation. The shares carry a 50-year restriction period (March 19, 2026 to March 18, 2076) and will be released conditionally based on employment continuity or released upon death, retirement, or organizational restructuring events.

OPTORUN CO.,LTD.

6235 · 株式会社オプトラン

The company will change its external auditor (accounting auditor) from Yūgen Sekinin Daiyu Audit Corporation to Moore Mirai Audit Corporation, effective March 26, 2026, upon conclusion of the 27th Annual General Meeting of Shareholders. The change was decided to ensure the auditor can adequately support the company's planned overseas expansion and business growth.

譬ェ蠑丈シ夂、セ繝斐い繧コ

7066 · 株式会社ピアズ

The company resolved on February 24, 2026 to acquire ordinary shares of Forkwell Inc., making it a subsidiary. The acquisition results in the company holding 81% voting rights in Forkwell, which operates an IT engineer career support platform. The transaction is scheduled to close on March 2, 2026.

MEDLEY,INC.

4480 · 株式会社メドレー

Medley Inc. is distributing 69,100 treasury shares to 62 employees and executives (including subsidiary directors and employees) at 2,045 yen per share, totaling 141.3 million yen. The shares are subject to transfer restrictions ranging from 2 to 5 years, with pro-rata vesting upon continued employment, designed to align employee and shareholder interests.

ARAYA INDUSTRIAL CO.,LTD.

7305 · 新家工業株式会社

The company's board of directors approved a change in representative directors on February 10, 2026. Noriaki Koji will be promoted from Director to Representative Director (Common Director) effective April 1, 2026, while Tetsuhiro Hamada will step down from Representative Director (Managing Director) to Director on the same date. Koji brings extensive banking and financial management experience from Sumitomo Mitsui Bank and Minato Bank.

TAIHEIYO CEMENT CORPORATION

5233 · 太平洋セメント株式会社

The company's Board of Directors resolved on February 24, 2026 to appoint Shinji Fukami as a new Representative Director and Vice President, effective April 1, 2026. Fukami transitions from his previous role as Executive Vice President and Global Business Division Head, bringing 40 years of company tenure and extensive experience in overseas and environmental business operations.

TAIHEIYO CEMENT CORPORATION

5233 · 太平洋セメント株式会社

The company's Board of Directors resolved on February 24, 2026 to divest its entire stake in Jiangnan-Onoda Cement Co., Ltd. (江南-小野田水泥有限公司), a Chinese cement manufacturer, to Nanjing Yida Zongheng Building Materials Co., Ltd. (南京屹達縦横建材有限公司). Following this transaction scheduled for March 2026, the subsidiary will no longer be classified as a specified subsidiary of the reporting company.

POPLAR Co., Ltd.

7601 · 株式会社ポプラ

The company received a dividend of 150 million yen from its consolidated subsidiary, Poplar Retail Co., Ltd. (ポプラリテール) on February 24, 2026. The dividend will be recorded as non-operating revenue in the company's individual financial statements for the February 2026 fiscal period, with no impact on consolidated results due to it being inter-company dividend.

SUNNY SIDE UP GROUP Inc.

2180 · 株式会社サニーサイドアップグループ

The company entered into a loan agreement with Sumitomo Mitsui Banking Corporation on February 24, 2026, for 1.2 billion yen with repayment due February 28, 2033. The loan includes three financial covenants: maintaining 100% voting rights in subsidiary Builcom Corporation, maintaining consolidated equity at 75% or above of prior year-end levels from June 2026 onwards, and ensuring consolidated operating income does not show losses for two consecutive periods starting from June 2026.

C.E.Management Integrated Laboratory Co.Ltd

6171 · 株式会社土木管理総合試験所

The company's Board of Auditors resolved on February 20, 2026 to change its certified public accountant auditor firm effective March 23, 2026. Limited Liability Audit Corporation Deloitte Touche Tohmatsu (有限責任監査法人トーマツ) will be replaced by Kanade Audit Corporation (かなで監査法人) as the company's accounting auditor, to be approved at the 41st ordinary general meeting of shareholders.

Innovacell Co., Ltd.

504A · イノバセル株式会社

The company conducted an initial public offering (IPO) on February 24, 2026, issuing new shares through public offering and shareholder secondary offerings. This resulted in two major shareholders, Peppermint Grove Limited and Insanna Stiftung, ceasing to be major shareholders as their ownership percentages diluted from approximately 10.83% and 10.82% to 8.19% and 8.18% respectively, due to the increase in total voting rights from 333,295 to 440,825.

Sotetsu Holdings,Inc.

9003 · 相鉄ホールディングス株式会社

The company entered into a money loan agreement with financial covenants on February 24, 2026, with a syndicate of major banks. The loan is for 10 billion yen with a repayment deadline of February 29, 2036, subject to two financial covenants: maintaining consecutive operating profits and preserving consolidated equity at no less than 75% of the prior fiscal year-end level.

teno.Holdings Co., Ltd.

7037 · 株式会社テノ.ホールディングス

The company's consolidated subsidiary, Teno Corporation, resolved to acquire all issued shares of Kodomo First Japan Co., Ltd. (KFJ) and make it a subsidiary. The acquisition will occur after KFJ completes an absorption merger with its wholly-owned subsidiary, Kosodate Shien Niji Co., Ltd., with a total acquisition cost of approximately 236 million yen (230 million yen for shares plus 6 million yen in related expenses).

Shionogi & Co.,Ltd.

4507 · 塩野義製薬株式会社

Shionogi Pharmaceutical Co., Ltd. announced its board resolution on February 20, 2026 to absorb and merge its wholly-owned subsidiary Torii Pharmaceutical Co., Ltd., with an effective date of April 1, 2027. The merger aims to strengthen domestic business development, accelerate medical information provision activities, and maximize integration synergies by consolidating decision-making processes and leveraging each company's specialized strengths in therapeutic areas such as allergen and dermatological disease treatments.

DAIWA HOUSE INDUSTRY CO., LTD.

1925 · 大和ハウス工業株式会社

The company established CRC Holdings LLC, a new holding company incorporated in Delaware, USA, to facilitate fundraising for its consolidated subsidiary CastleRock Communities LLC. The restructuring involved existing shareholders transferring their equity interests in CastleRock Communities LLC to the new holding company in exchange for equity interests in CRC Holdings LLC. Following this reorganization, CRC Holdings LLC became a specified subsidiary with the company holding an 89.11% indirect ownership stake.

EXEDY Corporation

7278 · 株式会社エクセディ

The company's board of directors resolved on February 20, 2026 to acquire all shares of Protean Electric Ltd., a UK-based in-wheel motor development and manufacturing company. This acquisition will result in Protean Electric becoming a specified subsidiary (特定子会社) with 100% ownership, as the target company's capital exceeds 10% of the acquiring company's capital.

KANTSU CO.,LTD.

9326 · 株式会社関通

The company has resolved to establish a wholly-owned subsidiary, Cyber Governance Lab Co., Ltd., through a simplified share transfer (新設分割) effective April 1, 2026. The new subsidiary will inherit all rights and obligations related to the company's cybersecurity consulting business, which was developed from practical experience gained during a ransomware attack suffered in September 2024.

Helios Techno Holding Co.,Ltd.

6927 · ヘリオス テクノ ホールディング株式会社

The filing company has decided to acquire all issued shares of Honda Corporation (株式会社ホンダ), a wire harness manufacturer based in Niigata Prefecture, through written board resolution on February 20, 2026. The acquisition aims to expand the business portfolio, create synergies in the electrical lighting equipment sector, and strengthen competitiveness within the group.

RareJob, Inc.

6096 · 株式会社レアジョブ

Rearujobu Inc. resolved to conduct an absorption merger with its wholly-owned subsidiary Progosu Inc., effective April 1, 2026. The merger aims to streamline organizational structure and consolidate management resources to more effectively execute the company's reskilling business strategy across personal and corporate segments. Progosu Inc. will be dissolved as the absorbed company, with Rearujobu Inc. continuing as the surviving entity.

K Pharma,Inc.

4896 · 株式会社ケイファーマ

The company announced a change in its certified public accounting firm effective March 26, 2026. EY Shinwa Limited Liability Audit Corporation will replace Azsa Limited Liability Audit Corporation as the statutory auditor. The change follows the completion of a 5-year audit period and was decided to introduce fresh perspectives while maintaining audit quality.

SECURE,INC.

4264 · 株式会社セキュア

The filing company has decided to acquire all voting shares of TOUCH TO GO Co., Ltd., a leading provider of cashierless payment systems and unmanned store solutions, to make it a subsidiary. The acquisition is valued at approximately 850 million yen and will be effective April 1, 2026, increasing the company's ownership stake from 0% to 56.2% of voting rights, triggering specific subsidiary status under securities regulations.

TOSHIBA TEC CORPORATION

6588 · 東芝テック株式会社

The company announces a planned change in representative director roles effective June 29, 2026. Yasuki Ohnishi will be promoted from Senior Managing Executive Officer to Representative Director, President, and Chief Operating Officer (COO), while current Representative Director and President Hironobu Nishikori will transition to Representative Director, Chairman, and Chief Executive Officer (CEO).

VECTOR INC.

6058 · 株式会社ベクトル

The company decided to divest its stake in subsidiary Ashita no Team (67.6% ownership) to Wellness Communications Corporation to pursue stronger business synergies in the corporate wellness domain. Concurrently, the company will forgive 459 million yen of the 509 million yen in loans and accrued interest owed by Ashita no Team, with the remaining 50 million yen to be transferred to the acquirer.

LEOPALACE21CORPORATION

8848 · 株式会社レオパレス21

The company entered into a term loan agreement with Mizuho Bank on February 20, 2026, for 30 billion yen with a repayment deadline of February 28, 2029. The loan includes three financial covenants: maintaining non-negative operating income and ordinary income on a consolidated basis from fiscal year 2026 onwards, and maintaining a net debt to EBITDA ratio not exceeding 5x.

Kamigumi Co., Ltd.

9364 · 株式会社上組

The company's Board of Directors resolved on February 13, 2026, to appoint three new Representative Directors (代表取締役) effective April 1, 2026. Hiramatsu Koichi, Nagata Yukihiro, and Shiino Kazuhisa will each be promoted from Director/Senior Managing Executive Officer to Representative Director/Senior Managing Executive Officer roles, overseeing different operational regions.

Astena Holdings Co., Ltd.

8095 · アステナホールディングス株式会社

The company received a dividend of 464 million yen from its consolidated subsidiary Iwaki Pharmaceutical Co., Ltd. on January 22, 2026. The dividend will be recorded as operating revenue in the individual financial statements for the fiscal year ending November 2026, but will be eliminated in consolidated financial statements with no impact on group earnings.

Astena Holdings Co., Ltd.

8095 · アステナホールディングス株式会社

The company received a dividend of 458 million yen from its consolidated subsidiary Sphera Pharma Co., Ltd. on February 24, 2026. The dividend will be recorded as operating revenue in the individual financial statements for the fiscal year ending November 2026, but will be eliminated in consolidated financial statements with no impact on consolidated earnings.

NIPPON SEIKI CO.,LTD.

7287 · 日本精機株式会社

The company's board of directors resolved on February 20, 2026, to change its representative director positions. Masahiro Yoshihara will be promoted to Representative Director Vice President (effective June 26, 2026), while current Representative Director Chairman Koichi Sato will transition to Chairman (non-representative) on the same date.

Takashimaya Company,Limited

8233 · 株式会社髙島屋

The company's Board of Directors resolved on February 19, 2026 to make changes to its representative director positions effective March 1, 2026. Two existing representative directors (Yokoyama Kazuhisa and Sonoda Atsuhiro) will step down to regular director roles, while Makino Koichi will be promoted from Senior Managing Director to Representative Managing Director (代表取締役専務).

HISAMITSU PHARMACEUTICAL CO.,INC.

4530 · 久光製薬株式会社

Taiyo Sangyo Co., Ltd. has successfully completed a tender offer for the company's ordinary shares, warrant rights, and American Depositary Receipts during the period from January 7, 2026 to February 19, 2026. As a result of acquiring 41,803,599 shares (exceeding the minimum threshold of 41,119,400 shares), Taiyo Sangyo will become the new parent company with 61.81% voting rights as of the settlement date of February 27, 2026, increasing from its previous 2.51% stake.

Kitagawa Corporation

6317 · 株式会社北川鉄工所

Kitagawa Tekkosho resolved to issue 235,000 restricted common shares through its employee stock ownership plan (ESOP) to eligible employees as part of a restricted stock award scheme. The shares will be allocated at ¥1,802 per share (closing price on February 19, 2026) for a total of ¥423.47 million, with a vesting period from June 26, 2026 to June 25, 2027.

Showa Sangyo Co., Ltd.

2004 · 昭和産業株式会社

The company's Board of Directors resolved on February 20, 2026 to change the representative director (代表取締役). Kazuhiko Niitsuma will transition from Representative Director Chairman to Director Chairman (non-representative) effective March 31, 2026, while continuing his role as chairman.

SINFONIA TECHNOLOGY CO., LTD.

6507 · シンフォニアテクノロジー株式会社

The company's Board of Directors resolved on February 19, 2026, to change its representative directors effective April 1, 2026. Shigeru Yamakuni will become Representative Director and President, replacing Shinichi Hirano. Additionally, Yuji Senzu will become Representative Director (Senior Executive Officer). The outgoing representatives will transition to Chairman and Advisor roles respectively.

SHIZUKI ELECTRIC COMPANY INC.

6994 · 株式会社指月電機製作所

The company announced a change in its Representative Executive Officer (CEO) effective April 1, 2026. Inagaki Yuichi, currently Senior Executive Officer, will be promoted to Representative Executive Officer President, succeeding Adachi Nobuaki who is stepping down from the position. Inagaki has 36 years of tenure with the company and extensive experience in power systems and industrial equipment divisions.

SHOWA SYSTEM ENGINEERING CORPORATION

4752 · 株式会社 昭和システムエンジニアリング

A major shareholder, Kyoko Kodono, ceased to be a principal shareholder of the company on February 12, 2026. Her voting rights decreased from 4,740 votes (11.25% of total) to 3,040 votes (7.21% of total), falling below the threshold for classification as a major shareholder.

Birdman Inc.

7063 · 株式会社Birdman

The company reported non-operating expenses of 14,683 thousand yen related to bank loan interest and lease debt payments in the Q2 FY2026 interim period (ended June 30, 2026). This event materially impacts the company's financial condition, operating results, and cash flow, and has been reflected in the earnings announcement dated February 13, 2026.

Komehyo Holdings Co.,Ltd.

2780 · 株式会社コメ兵ホールディングス

The company reports a change in its lead major shareholder, with I-BELIEVE Co., Ltd. increasing its voting rights from 9.64% to 14.86% of total shareholder voting rights as of February 19, 2026. The filing was submitted in accordance with the Financial Instruments and Exchange Act Article 24-5(4) and relevant cabinet office ordinance requirements for material changes in major shareholder composition.

Chordia Therapeutics,Inc

190A · Chordia Therapeutics株式会社

New Life Science1号投資事業有限責任組合 ceased to be a major shareholder of the company as of January 23, 2026. The entity's voting rights decreased from 10.51% to 9.99% of total shareholder voting rights due to dilution from new share warrant exercises. This shareholder status change is reported pursuant to the Financial Instruments and Exchange Act Article 24-5(4).

SOLITON SYSTEMS K.K.

3040 · 株式会社ソリトンシステムズ

The company decided to divest its entire ownership stake in Solition Shanghai (索利通網絡系統（上海）有限公司), a 100% subsidiary in China, in two tranches (90% in March 2025 and remaining 10% in December 2025). The divestiture was driven by the subsidiary's recent losses due to Chinese Japanese enterprises reducing or withdrawing operations amid heightened geopolitical risks.

ARCS COMPANY,LIMITED

9948 · 株式会社アークス

The company will receive a special dividend totaling 11,864 million yen from three consolidated subsidiaries on February 24, 2026. This dividend will be recorded as revenue in the company's individual financial statements for the February 2026 fiscal period, with no impact on consolidated results due to inter-company elimination.

譬ェ蠑丈シ夂、セ縺イ縺ィ縺セ縺�繧�

7686 · 株式会社カクヤスグループ

Kakuyasu Co., Ltd., a consolidated subsidiary, recorded an impairment loss of 432 million yen on fixed assets including stores and leased properties as of February 13, 2025. The impairment was recognized in the third quarter of fiscal year ended March 2026 as an extraordinary loss following individual recoverability assessments of the assets.

MISUMI Group Inc.

9962 · 株式会社 ミスミグループ本社

The company's board of directors approved a management restructuring effective April 1, 2026, in which Shimizu Arata will assume the position of Representative Director and President, while incumbent Representative Director and President Ono Tatsutaka will transition to Director and Chairman. Additionally, Nishimoto Kosuke will step down from Representative Director and Chairman to become a Director. This succession involves executives with extensive consulting and digital transformation backgrounds.

THK CO., LTD.

6481 · THK株式会社

The company announced a change in its external auditor (Audit & Assurance Certified Public Accountant) effective at the conclusion of the 56th Annual General Meeting of Shareholders scheduled for March 20, 2026. Taiyo Limited Liability Audit Corporation will be replaced by Azusa (有限責任 あずさ監査法人) due to the incumbent auditor's long tenure and to introduce fresh perspectives with enhanced global audit capabilities.

VELTRA Corporation

7048 · ベルトラ株式会社

The company recognized a foreign exchange loss of 74,584 thousand yen as a non-operating expense in the fiscal year ended December 2025. This loss resulted from yen depreciation affecting the company group's foreign currency-denominated trade payables since their inception.