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Occurring Fact410AGMO Commerce,Inc.Information and Communications, Services and Others

Notice Regarding Changes to the Largest Shareholder, Which Is Also a Major Shareholder, and the Parent Company

Effective 1 October 2026, GMO Internet, Inc. is scheduled to acquire 66.02% of the voting rights in GMO Commerce, Inc. and become its largest shareholder and parent company. GMO Internet Group, Inc., the former parent company, will no longer be the direct largest shareholder but will remain the parent company through its indirect ownership.

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Change in the Largest Shareholder, Major Shareholder and Parent Company

Subject Entity

GMO Commerce, Inc.; GMO Internet, Inc.; GMO Internet Group, Inc.

Occurrence1 October 2026 (scheduled date of change)
Awareness or receipt of notice24 September 2026 (disclosure and related announcement date)
This disclosure09/24/2026
Cause

Organizational restructuring aimed at creating further group synergies

Change in voting rights ownership ratio

GMO Internet, Inc.0.00％→66.02％（+66.02pt）

The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.

Voting rights ownership percentage before the change

GMO Internet, Inc.: 0 voting rights, 0% ownership. GMO Internet Group, Inc.: 35,964 voting rights held directly (66.02%), 35,964 voting rights in total (66.02%). As of 30 June 2026, the total number of voting rights was 54,473.

Voting rights ownership percentage after the change

GMO Internet, Inc.: 35,964 voting rights held directly (66.02%), 35,964 voting rights in total (66.02%). GMO Internet Group, Inc.: 35,964 voting rights held indirectly (66.02%), 35,964 voting rights in total (66.02%). As of 30 June 2026, the total number of voting rights was 54,473.

Outlook

GMO Internet, Inc. is scheduled to acquire the company's common shares on 1 October 2026 and become its largest shareholder, major shareholder and parent company on the same date.

Event that occurred
ItemDetails
Event nameChange in the Largest Shareholder, Major Shareholder and Parent Company
Date of occurrence1 October 2026 (scheduled date of change)
Date recognized / date notice received24 September 2026 (disclosure and related announcement date)
Subject EntityGMO Commerce, Inc.; GMO Internet, Inc.; GMO Internet Group, Inc.
CauseOrganizational restructuring aimed at creating further group synergies
Voting rights ownership percentage before the changeGMO Internet, Inc.: 0 voting rights, 0% ownership. GMO Internet Group, Inc.: 35,964 voting rights held directly (66.02%), 35,964 voting rights in total (66.02%). As of 30 June 2026, the total number of voting rights was 54,473.
Voting rights ownership percentage after the changeGMO Internet, Inc.: 35,964 voting rights held directly (66.02%), 35,964 voting rights in total (66.02%). GMO Internet Group, Inc.: 35,964 voting rights held indirectly (66.02%), 35,964 voting rights in total (66.02%). As of 30 June 2026, the total number of voting rights was 54,473.
OutlookGMO Internet, Inc. is scheduled to acquire the company's common shares on 1 October 2026 and become its largest shareholder, major shareholder and parent company on the same date.
Items this document does not state (17)
Target Locations / ProductsAmount of Impact on Business PerformanceAccounting period in which recognizedImpact on Earnings ForecastType of litigation or proceedingCourt or authorityPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateInvestigation structureMeasures to prevent recurrenceDirectors' and officers' liabilityPlanned follow-up disclosure

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 GMO Internet, Inc. will acquire the company's shares as part of an organizational restructuring aimed at creating further group synergies.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Changes to the Largest Shareholder, Which Is Also a Major Shareholder, and the Parent Company | GMO Commerce,Inc. (410A) timely disclosure | Komori