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M&A and Subsidiary Changes3358Trailhead Global Holdings,Inc.Retail

Update on the Previously Disclosed Acquisition of Shares in 株式会社SBWorks (Making It a Wholly Owned Subsidiary)

Trailhead Global Holdings has decided to proceed with its previously announced policy of making SBWorks a subsidiary and to enter into a share transfer agreement to acquire all of its shares. The share transfer is scheduled to be completed on 28 April 2026, after which SBWorks will become a wholly owned subsidiary.

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This transaction

Acquisition of shares in this transaction
CounterpartyNemoto Tomokatsu (根本 智勝)
Disclosing companyTrailhead Global Holdings,Inc.
株式会社 SBWorksVoting rights ownership percentageNumber of shares acquired 2,820 shares (number of voting rights: 2,820)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

IT consulting / support for various systems development projects / planning and operation of IT services

Location Chuo-ku, TokyoShare capital ¥7 millionDate of incorporation 4 March 2016
Net Sales¥675 million (fiscal year ended February 2026)
Operating profit¥20 million (fiscal year ended February 2026)
Net income for the current fiscal year¥30 million (fiscal year ended February 2026)
Net assetsThe Company declines to disclose this information at the request of the counterparty.
Consideration and expenses
Acquisition priceThe Company declines to disclose this information at the request of the counterparty.
Impact on Business Performance

The specific impact on business performance is currently under review and will be disclosed promptly once determined.

This transaction
ItemDetails
Transaction nameAcquisition of shares in this transaction
Counterparty nameNemoto Tomokatsu (根本 智勝)
Name of the Subject Company株式会社 SBWorks
Business Description of the Subject CompanyIT consulting / support for various systems development projects / planning and operation of IT services
Location of the Subject CompanyChuo-ku, Tokyo
Capital Stock of the Subject Company¥7 million
Date of Establishment of the Subject Company4 March 2016
Net Sales of the Subject Company¥675 million (fiscal year ended February 2026)
Operating Profit of the Subject Company¥20 million (fiscal year ended February 2026)
Net Income of the Subject Company¥30 million (fiscal year ended February 2026)
Net Assets of the Subject CompanyThe Company declines to disclose this information at the request of the counterparty.
Acquisition priceThe Company declines to disclose this information at the request of the counterparty.
Number of shares acquired2,820 shares (number of voting rights: 2,820)
Voting rights ownership percentageBefore 0% → after 100%
Impact on Business PerformanceThe specific impact on business performance is currently under review and will be disclosed promptly once determined.
Date of board resolution11 March 2026
Contract Date14 April 2026
Execution Date / Effective Date28 April 2026 (scheduled)
Items this document does not state (14)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

The company explains that the acquisition is expected to serve as a powerful growth engine that will significantly bring forward achievement of the five-year targets in its medium-term management plan and make a substantial contribution to improving ROE across the group.

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Update on the Previously Disclosed Acquisition of Shares in 株式会社SBWorks (Making It a Wholly Owned Subsidiary) | Trailhead Global Holdings,Inc. (3358) timely disclosure | Komori