📋 Material Events 1086

Rigaku Holdings Corporation

268A · リガク・ホールディングス株式会社

The company announced receipt of a dividend payment of 11,233 thousand USD (approximately 1,714 million JPY) from its consolidated subsidiary Rigaku Americas Holding, Inc., with a record date of February 25, 2026 and expected payment date of March 31, 2026. The dividend will be recorded as dividend income in the company's individual financial statements for the fiscal year ending December 2026, but will have no impact on consolidated earnings as it is from a subsidiary.

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6183 · 株式会社ベルシステム24ホールディングス

The company received a dividend payment of 2,891 million yen from Bellsystem24 Inc., its 100% consolidated subsidiary, on February 25, 2026. This dividend will be recorded as operating revenue in the standalone financial statements for the fiscal year ending February 2026, with no impact on consolidated results due to the intra-group nature of the transaction.

NACHI-FUJIKOSHI CORP.

6474 · 株式会社不二越

Nachi-Fujikoshi Corporation's Board of Directors resolved on February 25, 2026, to distribute treasury shares to seven directors through a trust arrangement with Sumitomo Mitsui Trust Bank. A total of 256,200 shares are planned to be distributed via the trust structure, with 26,500 shares sold at ¥5,280 per share (total ¥139.92 million), plus 229,700 shares held in trust, creating a total trust value of approximately ¥922 million.

Fujikura Ltd.

5803 · 株式会社フジクラ

The company resolved to liquidate Fujikura Europe (Holding) B.V. (FEH), an intermediate holding company for its European automotive manufacturing operations, to clarify investment structure and reduce costs. This liquidation will result in recognition of a 10.5 billion yen deferred tax asset in the fiscal year ending March 2026, reflecting the tax benefit from realizing losses on the investment when liquidation is completed.

Fujikura Ltd.

5803 · 株式会社フジクラ

The company's board of directors resolved on February 25, 2026, to change representative directors effective April 1, 2026. Kazuto Iijima will be promoted from Director CFO to Representative Director CFO, while Tatsuya Sakano will step down from Representative Director CTO to Director Executive Officer.

Management Solutions Co.,Ltd

7033 · 株式会社マネジメントソリューションズ

On February 20, 2026, the Board of Directors resolved to change the representative directors. Shinya Takahashi was promoted from Director and Chairman (取締役会長) to Representative Director and Chairman and President (代表取締役会長兼社長). Simultaneously, Akira Kaneko stepped down from Representative Director and President (代表取締役社長) to Director (取締役).

Hakuyosha Co.

9731 · 株式会社白洋舍

The company has decided to divest a rental property (Kobe Land) located in Kobe, Higashi-Nada Ward with an area of 835.61 square meters to Hankyu Hanshin Real Estate Co., Ltd. for effective utilization of held assets and capital allocation to equipment investments. The transaction is scheduled to close on March 6, 2026, and is expected to generate a non-recurring gain of 1,003 million yen in the first quarter of fiscal year ending December 2026.

Aeria Inc.

3758 · 株式会社アエリア

The company's consolidated subsidiary, Aeria Investment No. 2 Co., Ltd., established and invested in a limited liability partnership called Hakata Hotel Plan No. 1 LLP for real estate investment purposes. The investment amount of 520 million yen exceeded 10% of the company's capital, causing the LLP to become a specified subsidiary (特定子会社), triggering mandatory disclosure under the Financial Instruments and Exchange Act.

HOTLAND HOLDINGS Co., Ltd.

3196 · 株式会社ホットランド

The company recorded impairment losses totaling 815 million yen on fixed assets in the fourth quarter of fiscal year ending December 2025. The impairment comprised 292 million yen for US store closures and unprofitable stores, and 87 million yen for other unprofitable stores, recognizing these losses as special losses in the consolidated financial statements.

DIGITAL GRID Corporation

350A · デジタルグリッド株式会社

Digital Grid Corporation issued 2,984 units of the 10th series of stock acquisition rights (新株予約権) to 19 employees on February 19, 2026. The rights are granted at no monetary consideration, with a total monetary value of ¥272,737,600, exercisable from February 20, 2029 to February 20, 2036. Exercise is contingent on employees maintaining their employment status and complies with standard dilutive equity terms.

WACOAL HOLDINGS CORP.

3591 · 株式会社ワコールホールディングス

The company's Board of Directors resolved on February 24, 2026 to change the representative director (代表取締役). Akira Miyagi will transition from Representative Director and Vice President Executive Officer to Director role, effective April 1, 2026.

TOHO LAMAC CO., LTD.

7422 · 東邦レマック株式会社

The company's Board of Directors approved on February 16, 2026, the appointment of Koji Yano as a new Representative Director (代表取締役専務) effective March 16, 2026. Yano will be promoted from his current position as Director and Head of Real Estate Business Division, bringing extensive financial and management experience from multiple companies including roles as CFO and CEO.

JAPAN MATERIAL Co.,Ltd.

6055 · ジャパンマテリアル株式会社

The company's Board of Directors resolved on February 24, 2026, to promote Hironori Tanaka from Senior Managing Director to Representative Director and President effective April 1, 2026. Concurrently, current President Hisao Tanaka will transition to Representative Director and Chairman.

JAPAN Creative Platform Group Co., Ltd.

7814 · 株式会社日本創発グループ

Nippon Soshatsu Group has executed a stock exchange agreement on February 24, 2026, to acquire all remaining shares of Mochizuki Printing Co., Ltd. (already 93.6% owned subsidiary) at an exchange ratio of 1.6 shares of Nippon Soshatsu Group per 1 share of Mochizuki Printing. The transaction is structured as a simplified stock exchange procedure and is scheduled to become effective on March 30, 2026.

Lovable Marketing Group, Inc.

9254 · 株式会社ラバブルマーケティンググループ

The company decided on February 18, 2026 to acquire all shares of Ricecarry LS Inc. (RCL Inc.), a subsidiary of MUSCAT GROUP, and make it a subsidiary. The acquisition is valued at approximately 748 million yen including due diligence fees and intermediary commissions. The target company operates a specialized SNS marketing support business focusing on lifestyle sectors including apparel, entertainment, cosmetics, and retail facilities.

REALGATE INC.

5532 · 株式会社リアルゲイト

The company has entered into a loan agreement with a city bank for ¥1,100 million with a repayment deadline of August 31, 2031. The loan is secured by trust beneficiary rights and includes three financial covenants: maintaining shareholders' equity at 75% or more of the prior fiscal year, avoiding consecutive operating losses, and maintaining a positive cash flow calculation based on operating profit, depreciation, and debt repayment obligations.

Japan Eyewear Holdings

5889 · Japan Eyewear Holdings株式会社

The company entered into a money lending agreement with financial covenants on February 24, 2026. The agreement consists of two term loans totaling ¥11,950 million (Term Loan A: ¥4,750 million and Term Loan B: ¥7,200 million), both with a final repayment date of February 28, 2031. The loans are subject to two main financial covenants: maintaining positive consolidated total equity and avoiding two consecutive periods of consolidated operating or net losses.

TOA CORPORATION

1885 · 東亜建設工業株式会社

Toa Corporation's Board of Directors resolved on February 24, 2026 to dispose of treasury shares through two trust-based equity compensation schemes: Board Benefit Trust (BBT) for executives and Japanese Employee Stock Ownership Plan (J-ESOP) for employees. The company will allocate 900,000 shares valued at ¥3.663 billion for executive stock compensation and 800,000 shares valued at ¥3.256 billion for employee benefits, linking management and employee incentives to long-term stock price performance and corporate value creation.

Nissan Securities Group Co.,Ltd.

8705 · 日産証券グループ株式会社

The company received a dividend of 1,003,200 thousand yen from its consolidated subsidiary Nissan Securities Co., Ltd. in Q4 FY2026, with cumulative dividends of 1,212,200 thousand yen. This dividend will be recorded as operating revenue in the company's individual financial statements but will have no impact on consolidated earnings.

IID, Inc.

6038 · 株式会社イード

The company acquired shares of webCG Inc., a specialized automotive website operator, on February 27, 2026. This acquisition resulted in webCG becoming a subsidiary with the company holding 100% of voting rights, meeting the criteria for a specified subsidiary (特定子会社) as the subsidiary's capital represents at least 10% of the company's capital.

Nextgen,Inc.

3842 · 株式会社ネクストジェン

The company's board of directors resolved on February 24, 2026 to absorb merge its 100% consolidated subsidiary LignApps Corporation effective April 1, 2026. Prior to the merger, the company decided to forgive receivables totaling approximately 173 million yen owed by LignApps, which has already been reserved as a loan loss provision and will have minimal impact on individual financial results.

Niterra Co., Ltd.

5334 · 日本特殊陶業株式会社

The company announced a management transition effective April 1, 2026, whereby Satoshi Kawai will transition from Representative Director and President to Representative Director and Chairman. Keiji Suzuki will be promoted from Director and Senior Executive Officer to Representative Director and President. Shinichi Odo will step down from Representative Director and Chairman to become an advisor after the June 2026 shareholders meeting.

ONE CAREER Inc.

4377 · 株式会社ワンキャリア

OnCareer Inc. resolved to issue 5,480 stock acquisition rights (4th series) to 3 directors and 51 employees, with an aggregate issuance price of approximately 1.06 billion yen. The rights are exercisable from April 1, 2031 to March 31, 2036, contingent upon meeting FY2030 financial targets (revenue exceeding 35 billion yen and EBITDA exceeding 10 billion yen) and the holder remaining an officer or employee.

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.