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Statutory disclosure document3697SHIFT Inc.Information and Communications, Services and Others

Statutory Advance Disclosure Document (Absorption-Type Company Split) (Stride Digital Group Corporation)

株式会社SHIFT will carry out an absorption-type company split under which it will assume the employment contracts and associated rights and obligations relating to the management division from its wholly owned subsidiary, Stride Digital Group株式会社. The effective date is 1 September 2026, and no consideration, including shares or cash, will be delivered.

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Decision and Details

Resolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)

An absorption-type company split under which 株式会社SHIFT will assume the rights and obligations relating to the management division of Stride Digital Group株式会社

Decision15 July 2026 (date of execution of the absorption-type company split agreement)
Period CoveredOn and after 1 September 2026 (after the effective date)
Implementation1 September 2026 (scheduled effective date)
Going forwardThe absorption-type company split is scheduled to become effective on 1 September 2026. However, this is subject to the effectiveness of the absorption-type company splits involving ALH株式会社, 株式会社クロノス and CRAFT MILES株式会社, as well as the required decisions by the governing bodies. Any changes after the start date of the advance disclosure will be disclosed immediately.
AmountIncrease in capital stock: ¥0; consideration for the company split: no shares, cash or other consideration whatsoever
Quantity / scaleEmployment contracts subject to assumption: all employees primarily engaged in the relevant division; assets to be assumed: none; liabilities to be assumed: none; contracts to be assumed (excluding employment contracts): none
Reason

Advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 192 of the Ordinance for Enforcement of the Companies Act. As this is an absorption-type company split between a wholly owning parent company and its wholly owned subsidiary, no shares or other consideration whatsoever will be delivered.

Decision and Details
ItemDetails
Matter CoveredAn absorption-type company split under which 株式会社SHIFT will assume the rights and obligations relating to the management division of Stride Digital Group株式会社
Decision-Making BodyResolutions by the governing bodies of Party A and Party B (specific names of the governing bodies: Not disclosed)
Decision Date15 July 2026 (date of execution of the absorption-type company split agreement)
Implementation Date1 September 2026 (scheduled effective date)
Period CoveredOn and after 1 September 2026 (after the effective date)
AmountIncrease in capital stock: ¥0; consideration for the company split: no shares, cash or other consideration whatsoever
Quantity / scaleEmployment contracts subject to assumption: all employees primarily engaged in the relevant division; assets to be assumed: none; liabilities to be assumed: none; contracts to be assumed (excluding employment contracts): none
ReasonAdvance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 192 of the Ordinance for Enforcement of the Companies Act. As this is an absorption-type company split between a wholly owning parent company and its wholly owned subsidiary, no shares or other consideration whatsoever will be delivered.
Governing RuleArticle 794, Paragraph 1 of the Companies Act; Article 192 of the Ordinance for Enforcement of the Companies Act; Article 758 of the Companies Act; Article 799, Paragraph 1 of the Companies Act; Article 381, Paragraph 1 of the Companies Act; Financial Instruments and Exchange Act
Future plansThe absorption-type company split is scheduled to become effective on 1 September 2026. However, this is subject to the effectiveness of the absorption-type company splits involving ALH株式会社, 株式会社クロノス and CRAFT MILES株式会社, as well as the required decisions by the governing bodies. Any changes after the start date of the advance disclosure will be disclosed immediately.
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Impact on Business PerformanceRelated previous disclosures

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This is advance disclosure pursuant to Article 794, Paragraph 1 of the Companies Act and Article 192 of the Ordinance for Enforcement of the Companies Act. As this is an absorption-type company split between a wholly owning parent company and its wholly owned subsidiary, no shares or other consideration whatsoever will be delivered.

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Statutory Advance Disclosure Document (Absorption-Type Company Split) (Stride Digital Group Corporation) | SHIFT Inc. (3697) timely disclosure | Komori