Decision and Details
Nagoya Regional Taxation BureauReassessment and related measures concerning corporate taxes and other taxes for the fiscal year ended March 2025
The Nagoya Regional Taxation Bureau asserts that, because the shares were not granted equally according to the number of shares and other factors held by shareholders at the time of acquisition, the acquisition cost was the amount ordinarily required and the same amount should be included in taxable income as a gain on receipt of a gift. The Company believes that its tax treatment contains no error.
For the amount of the impact on results resulting from receipt of the reassessment notice, see “Notice Concerning Revisions to the Full-Year Earnings Forecast,” published on 13 November 2026.
| Item | Details |
|---|---|
| Matter Covered | Reassessment and related measures concerning corporate taxes and other taxes for the fiscal year ended March 2025 |
| Decision-Making Body | Nagoya Regional Taxation Bureau |
| Implementation Date | 25 June 2026 (date the reassessment notice was received; actual) |
| Period Covered | Tax audit covering the fiscal years from the fiscal year ended March 2024 through the fiscal year ended March 2025; fiscal year subject to the measures: fiscal year ended March 2025 |
| Amount | ¥9.35 billion in total corporate tax, local corporate tax and additional tax for underreporting (no additional tax for fraud or concealment) |
| Quantity / scale | Total Cellebrite shares: 10,467,606; consideration adjustment: 5,000,000 shares for each condition achieved, up to a maximum of 15,000,000 shares |
| Impact on Business Performance | For the amount of the impact on results resulting from receipt of the reassessment notice, see “Notice Concerning Revisions to the Full-Year Earnings Forecast,” published on 13 November 2026. |
| Reason | The Nagoya Regional Taxation Bureau asserts that, because the shares were not granted equally according to the number of shares and other factors held by shareholders at the time of acquisition, the acquisition cost was the amount ordinarily required and the same amount should be included in taxable income as a gain on receipt of a gift. The Company believes that its tax treatment contains no error. |
| Governing Rule | Relevant laws and regulations under the Corporation Tax Act and statutory procedures |
| Related previous disclosures | “Notice Regarding Receipt of Cellebrite Shares by the Company’s Equity-Method Affiliate,” dated 11 November 2024; “Notice Regarding Receipt of Cellebrite Shares by the Company’s Equity-Method Affiliate,” dated 6 December 2024; “Notice Regarding Receipt of Cellebrite Shares by the Company’s Equity-Method Affiliate,” dated 22 January 2025 |
| Future plans | Seek cancellation of the reassessment and related measures before the Nagoya Regional Tax Tribunal |
Items this document does not state (1)
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 Nagoya Regional Taxation Bureau asserts that, because the Cellebrite shares were not granted equally according to the number of shares held by each shareholder and other factors, the acquisition cost was the amount ordinarily required and the same amount should be included in taxable income as a gain on receipt of a gift. The Company believes that its tax treatment contains no error.