Komori
Statutory disclosure document3823THE WHY HOW DO COMPANY,Inc.Information and Communications, Services and Others

Statutory Post-Event Disclosure Document (Share Exchange) (飯山土建株式会社)

On 21 April 2026, THE WHY HOW DO COMPANY completed a share exchange under which 飯山土建株式会社 became its wholly owned subsidiary, issuing 1,555,500 parent company shares in exchange for 755 shares of 飯山土建株式会社. As a result, the parent company’s capital reserve increased by ¥70 million.

Worth reading
65In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1555500
Number of ordinary shares issued
Wording
Definitive
How definitive the wording is.

Decision and Details

Post-event disclosure matters relating to the share exchange

Decision28 March 2026 (date the share exchange agreement was executed)
Implementation21 April 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in capital reserve: ¥70,000,000; increase in retained earnings reserve: ¥0
Quantity / scaleNumber of shares of 飯山土建株式会社 transferred: 755; number of ordinary shares of THE WHY HOW DO COMPANY株式会社 allotted and issued: 1,555,500; exchange ratio: 2,060.338 ordinary shares of the wholly owning parent company for each ordinary share of 飯山土建株式会社
Reason

The share exchange was carried out without obtaining approval by resolution of a shareholders’ meeting, pursuant to the procedures for a simplified share exchange under Article 796, Paragraph 2 of the Companies Act and a short-form share exchange under Article 784, Paragraph 1 of the Companies Act. This disclosure sets out the statutory post-event disclosure matters.

Decision and Details
ItemDetails
Matter CoveredPost-event disclosure matters relating to the share exchange
Decision Date28 March 2026 (date the share exchange agreement was executed)
Implementation Date21 April 2026 (effective date; completed)
AmountIncrease in stated capital: ¥0; increase in capital reserve: ¥70,000,000; increase in retained earnings reserve: ¥0
Quantity / scaleNumber of shares of 飯山土建株式会社 transferred: 755; number of ordinary shares of THE WHY HOW DO COMPANY株式会社 allotted and issued: 1,555,500; exchange ratio: 2,060.338 ordinary shares of the wholly owning parent company for each ordinary share of 飯山土建株式会社
ReasonThe share exchange was carried out without obtaining approval by resolution of a shareholders’ meeting, pursuant to the procedures for a simplified share exchange under Article 796, Paragraph 2 of the Companies Act and a short-form share exchange under Article 784, Paragraph 1 of the Companies Act. This disclosure sets out the statutory post-event disclosure matters.
Governing RuleArticle 791, Paragraph 1 and Article 801, Paragraph 3 of the Companies Act; Article 190 of the Ordinance for Enforcement of the Companies Act; and Articles 784, Paragraph 1, 785, 787, 789, 796, Paragraphs 2 and 3, 796-2, 797 and 799 of the Companies Act
Related previous disclosuresShare exchange agreement dated 28 March 2026
Items this document does not state (4)
Decision-Making BodyPeriod CoveredImpact on Business PerformanceFuture plans

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.

This disclosure sets out the statutory post-event disclosure matters following the effectiveness of the share exchange under the Companies Act.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Statutory Post-Event Disclosure Document (Share Exchange) (飯山土建株式会社) | THE WHY HOW DO COMPANY,Inc. (3823) timely disclosure | Komori