📋 Material Events 1086

TESS Holdings Co., Ltd.

5074 · テスホールディングス株式会社

Tes Engineering Co., Ltd., a consolidated subsidiary, entered into a money lending contract with a syndicate arranged by Sumitomo Mitsui Banking Corporation on May 16, 2025. The loan of 6,660 million yen is unsecured with a repayment deadline of June 30, 2025, and includes financial covenants requiring maintenance of minimum equity levels and non-negative operating income.

TESS Holdings Co., Ltd.

5074 · テスホールディングス株式会社

The consolidated subsidiary Tes Engineering Co., Ltd. entered into a money lending agreement on April 18, 2025, with a syndicate arranged by Sumitomo Mitsui Banking Corporation. The loan of 6,030 million yen is unsecured with a repayment deadline of May 30, 2025, and includes financial covenants requiring maintenance of minimum equity levels and operating profit thresholds.

SBI Insurance Group Co., Ltd.

7326 · SBIインシュアランスグループ株式会社

SBI Insurance Group announced the issuance of two tranches of stock acquisition rights (warrants): the 1st tranche of 6,000 rights to directors of the company and subsidiaries (exercisable for 600,000 common shares at ¥2,429 per share), and the 2nd tranche of 6,400 rights to employees (exercisable at the closing price on allocation date). Both tranches have an exercise period from July 2, 2029 to December 30, 2031, with the 1st tranche subject to cumulative net income performance condition of ¥10.5 billion over three fiscal years.

TOBISHIMA HOLDINGS Inc

256A · 飛島ホールディングス株式会社

The company executed a new borrowing of 18.0 billion yen on February 27, 2026, under a syndicated commitment line facility arrangement with a total commitment of 20.0 billion yen, arranged by Mizuho Bank. The proceeds were used to repay existing debt of 18.0 billion yen, with maturity on March 31, 2026, and is unsecured with strict financial covenants including equity maintenance and profitability requirements.

Mizuno Corporation

8022 · 美津濃株式会社

Mizuno Corporation resolved to issue 10 billion yen in euro-denominated convertible bonds with acquisition clauses and warrants, maturing in 2031, targeted at European and Asian markets (excluding the US). The bonds are zero-coupon instruments with conversion features and settlement provisions dependent on stock price conditions. Net proceeds of approximately 9.95 billion yen will be allocated to retail store expansion, e-commerce platform development, sales channel expansion, and share buyback programs.

METAWATER Co.,Ltd.

9551 · メタウォーター株式会社

MetaWater Inc. established a J-ESOP (Japanese Employee Stock Ownership Plan) trust-based scheme to distribute 60,000 shares to approximately 170 employees based on individual contribution points. The shares, valued at ¥247.8 million, will be acquired through treasury stock disposition and managed by Mizuho Trust Bank, with actual distribution contingent on employees meeting specified eligibility requirements.

Balnibarbi Co., Ltd.

3418 · 株式会社バルニバービ

The company entered into a money loan agreement with Mizuho Bank on February 26, 2026, for 1,000 million yen with financial covenants attached. The loan includes a special overdraft facility maturing January 31, 2027, with subsequent conversion to a standard loan maturing February 29, 2036. The agreement contains two financial covenants: maintaining consolidated net assets at no less than 75% of the higher of FY2025 or the prior fiscal year-end levels for two consecutive periods, and ensuring consolidated operating income does not show losses for two consecutive fiscal periods starting FY2026.

Oenon Holdings, Inc.

2533 · オエノンホールディングス株式会社

The company's consolidated subsidiary Godo Shoseizai Co., Ltd. resolved to pay a dividend of 2,203 million yen to shareholders at its scheduled general shareholders' meeting on March 19, 2025. The parent company will receive 2,203 million yen in dividend income on March 23, 2025, which will be recorded as dividend income in single-entity financial statements for the fiscal year ending December 2025.

4Cs HD Co., Ltd.

3726 · 株式会社フォーシーズHD

The company issued new shares through a third-party allocation to DENBA JAPAN Corporation, with payment completed on February 24, 2026. This resulted in a change to the company's major shareholders, with DENBA JAPAN's voting rights increasing from 1.46% to 16.06% of total shareholder voting rights.

NIKON CORPORATION

7731 · 株式会社ニコン

The company decided on February 25, 2026 to partially withdraw and return assets from its overfunded retirement benefit trust, as pension assets (including trust assets) exceed retirement benefit obligations and are expected to remain in surplus. The company expects to record a special gain of approximately 11.2 billion yen in the fiscal year ending March 2026, though this amount may change at the time of actual return.

Tameny Inc.

6181 · タメニー株式会社

The company decided to issue new shares through third-party allocation to AI Fusion Capital Group (AIFCG), which will acquire over 40% voting rights and gain the right to nominate a majority of board directors. This capital increase is intended to address the company's debt-heavy financial condition and potential delisting risk from the Tokyo Stock Exchange Growth Market due to negative equity at fiscal year-end 2026.

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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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

JINUSHI Co.,Ltd.

3252 · 地主株式会社

Jushi Corporation's Board of Directors approved the establishment of a J-ESOP (Japanese Employee Stock Ownership Plan) on February 19, 2026, to provide equity incentives to employees and enhance value sharing with shareholders. The company will allocate 750,000 treasury shares at ¥3,300 per share (total ¥2.475 billion) to a trust managed by Mizuho Trust Bank, which will distribute shares to eligible employees based on performance-linked points.

Osaki Electric Co.,Ltd.

6644 · 大崎電気工業株式会社

Osaaki Electric Industrial Company resolved to dispose of 198,000 treasury shares to the Osaaki Electric Industrial Group Employee Stock Ownership Association as restricted stock units under an employee incentive program. The shares will be distributed to approximately 1,800 eligible employees at 110 shares per person at a price of 1,574 yen per share, with a total value of approximately 311.65 million yen. The restricted shares will have a restriction period from July 1, 2026 to May 27, 2027, after which restrictions will be lifted for employees who remain continuous members of the stock ownership plan.

MISUMI Group Inc.

9962 · 株式会社 ミスミグループ本社

MISUMI Group resolved to allocate 143,200 shares of common stock to 111 senior executives through treasury stock disposition as restricted share-based compensation. The shares are valued at ¥3,070 per share (total ¥439.624 million) and will be subject to a transfer restriction period until March 5, 2029, with automatic forfeiture if executives leave the company.

F.C.C.CO.,LTD.

7296 · 株式会社エフ・シー・シー

On February 18, 2026, the company received a dividend payment of $42.8 million (approximately ¥6.5 billion) from its consolidated subsidiary FCC (North America), INC. The dividend will be recorded as non-operating revenue in the individual financial statements for the fiscal year ending March 2026, with no material impact on consolidated earnings as it is intra-group.

G Three Holdings Corporation

3647 · 株式会社ジー・スリーホールディングス

Green Energy System Investment Business Limited Liability Partnership exercised its 11th tranche of stock acquisition rights, increasing its shareholding from 9.95% (20,300 voting rights) to 13.38% (28,370 voting rights) as of February 18, 2026. This exercise of warrants resulted in a change in the company's major shareholder composition.

Nihon Tokushu Toryo Co., Ltd.

4619 · 日本特殊塗料株式会社

Nippon Special Paint Co., Ltd. has established an Employee Stock Ownership Plan (ESOP) trust mechanism to allocate company shares and cash equivalents to eligible domestic employees over a 4-year period from fiscal year ending March 31, 2027 to fiscal year ending March 31, 2030. The company will dispose of 183,200 treasury shares valued at approximately ¥436.9 million to the trust, with allocation based on performance-adjusted point systems.

Achilles Corporation

5142 · アキレス株式会社

The company entered into a syndicated loan agreement on February 18, 2026, arranged by Mizuho Bank for 5.4 billion yen with a maturity date of February 20, 2029. The loan is unsecured but includes financial covenants requiring the company to maintain consolidated and non-consolidated net assets at no less than 75% of the prior fiscal year-end level and to avoid consecutive operating losses over two consecutive fiscal periods.

Primo Global Holdings Co., Ltd.

367A · プリモグローバルホールディングス株式会社

The company received a dividend from its consolidated subsidiary Primo Japan Co., Ltd. on February 13, 2026, in the form of a loan receivable. The dividend will be recorded as received dividend income in the parent company's individual financial statements for the fiscal year ending August 2026, with no impact on consolidated results due to intercompany elimination.

Axelspace Holdings Corp.

402A · 株式会社アクセルスペースホールディングス

Axelspace Holdings decided to issue 7,000 stock warrants (新株予約権) as employee stock options to approximately 70 employees of the company and its subsidiaries. The warrants are exercisable from February 28, 2028 to February 27, 2036, with an exercise price based on the average closing price of the prior month plus a 5% premium. A total of 700,000 common shares can be acquired upon full exercise of all warrants.

Maxell, Ltd.

6810 · マクセル株式会社

The company entered into a loan agreement on February 17, 2026 with regional banks and cooperative financial institutions for 10 billion yen. The loan includes financial covenants requiring maintenance of consolidated equity at 75% of the prior period's level and prohibition of consecutive periods of operating losses.

Yamatane Corporation

9305 · 株式会社ヤマタネ

Yamatanet Corporation conducted a treasury stock disposition of 110,000 shares to 1,100 employees and subsidiaries' employees at ¥2,307 per share, totaling ¥253.77 million. The shares are subject to transfer restrictions until July 3, 2026, or until employees retire, with vesting conditions tied to continued employment and potential early vesting upon approved departure or organizational restructuring.

Wakita & Co.,LTD.

8125 · 株式会社ワキタ

A major shareholder, Yugenkaisha Wakita Kousan, will cease to be classified as a major shareholder following the company's treasury stock disposal scheduled for February 16, 2026. The shareholder's voting rights remain at 49,714 shares, but their percentage of total voting rights will decrease from 10.02% to 9.98% due to an increase in total voting rights from the disposal of 1,972 treasury shares.

Amvis Holdings, Inc.

7071 · 株式会社アンビスホールディングス

Ambis Holdings Inc. resolved on February 13, 2026 to issue two series of stock acquisition rights (Series 6 and Series 7) to directors and employees. Series 6 consists of 5,000 warrants (500,000 shares) priced at 100 yen per warrant with total proceeds of 294.5 million yen, while Series 7 consists of 20,000 warrants (2,000,000 shares) priced at 500 yen per warrant with total proceeds of 1.032 billion yen, both with performance-based vesting conditions tied to segment revenue targets.

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.

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.

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.

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.