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M&A and Subsidiary Changes4259ExaWizards Inc.Information and Communications, Services and Others

Notice Regarding the Establishment of ExaSecurity Co., Ltd. (Subsidiary)

ExaWizards Inc. resolved to establish ExaSecurity Co., Ltd., which will provide AI security services, in October 2026 and make it a wholly owned subsidiary. Following its establishment, ExaSecurity is expected to become a consolidated subsidiary and provide services including AI system assessments and governance support.

Worth reading
35Immaterial
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
3
¥100 million (capital stock)
Wording
Conditional
How definitive the wording is.

This transaction

Establishment of ExaSecurity Co., Ltd. (subsidiary)
Disclosing companyExaWizards Inc.
ExaSecurity Co., Ltd.Voting rights ownership percentageNumber of shares acquired 100 shares (stated as the number of issued shares; the number of shares acquired and voting rights are Not disclosed)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.White points represent dates designated as scheduled dates in the document.
Target company

Provision of services to secure customers' AI environments through consulting on AI red teaming, security assessments, and AI governance and compliance support; provision of services that use AI in conventional security services, including penetration testing, to strengthen security through AI more rapidly and comprehensively; and sales and agency services for AI security-related products.

Location Minato-ku, TokyoShare capital ¥300 million (including reserves)Date of incorporation October 2026 (scheduled)
Impact on Business Performance

The company is expected to be included in the Company's consolidated results from the third quarter of the fiscal year ending March 2027, which includes the establishment date. The impact on consolidated results for the full fiscal year ending March 2027 is expected to be minor. The impact from the following fiscal year onward is currently under review.

Procedures and assumptions
Management structure after acquisitionExaSecurity is expected to become a consolidated subsidiary of the Company upon its establishment. The representative director will be Lachlan Mitchell. ExaWizards Inc. will own 100%. Changes to the corporate name and employee treatment are Not disclosed.
This transaction
ItemDetails
Transaction nameEstablishment of ExaSecurity Co., Ltd. (subsidiary)
Name of the Subject CompanyExaSecurity Co., Ltd.
Business Description of the Subject CompanyProvision of services to secure customers' AI environments through consulting on AI red teaming, security assessments, and AI governance and compliance support; provision of services that use AI in conventional security services, including penetration testing, to strengthen security through AI more rapidly and comprehensively; and sales and agency services for AI security-related products.
Location of the Subject CompanyMinato-ku, Tokyo
Capital Stock of the Subject Company¥300 million (including reserves)
Date of Establishment of the Subject CompanyOctober 2026 (scheduled)
Number of shares acquired100 shares (stated as the number of issued shares; the number of shares acquired and voting rights are Not disclosed)
Voting rights ownership percentageAfter 100% (before not disclosed)
Impact on Business PerformanceThe company is expected to be included in the Company's consolidated results from the third quarter of the fiscal year ending March 2027, which includes the establishment date. The impact on consolidated results for the full fiscal year ending March 2027 is expected to be minor. The impact from the following fiscal year onward is currently under review.
Date of board resolution29 July 2026
Execution Date / Effective DateOctober 2026 (予定 establishment date)
Management structure after acquisitionExaSecurity is expected to become a consolidated subsidiary of the Company upon its establishment. The representative director will be Lachlan Mitchell. ExaWizards Inc. will own 100%. Changes to the corporate name and employee treatment are Not disclosed.
Items this document does not state (20)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses 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)Contract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 spread of generative AI and AI agents is giving rise to new security risks, such as prompt injection and confidential information leaks, that are difficult for conventional services to address. As few security providers have deep expertise in AI systems, the purpose is to provide AI security services by leveraging the Group's practical expertise in AI operations, thereby strengthening the Group's security infrastructure and customer trust.

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.
Notice Regarding the Establishment of ExaSecurity Co., Ltd. (Subsidiary) | ExaWizards Inc. (4259) timely disclosure | Komori