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M&A and Subsidiary Changes9861YOSHINOYA HOLDINGS CO.,LTD.Retail

Notice Regarding the Recording of Extraordinary Income (Non-Consolidated) in Connection with an Absorption-Type Merger

In connection with the absorption-type merger of 6 consolidated subsidiaries carried out on 1 March 2026, the Company recognized an extraordinary gain of ¥11,366 million in its non-consolidated financial results for the first quarter of the fiscal year ending February 2027. As the gain is eliminated in the consolidated financial statements, it will have no impact on consolidated profit or loss.

Worth reading
25Immaterial
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
11366
¥ million
Wording
Definitive
How definitive the wording is.

This transaction

Absorption-Type Merger
Counterparty (target company)株式会社吉野家, 株式会社北日本吉野家, 株式会社中日本吉野家, 株式会社関西吉野家, 株式会社西日本吉野家, 株式会社沖縄吉野家
Disclosing companyYOSHINOYA HOLDINGS CO.,LTD.
Subject of this transaction
TimelineThe spacing between the points is proportional to the actual number of days.
Consideration and expenses
Amount of extraordinary income (loss)Gain on extinguishment of shares held in the merger: ¥11,366 million (cumulative first-quarter period of the fiscal year ending February 2027)
Impact on Business Performance

The Company recognized an extraordinary gain of ¥11,366 million in its non-consolidated financial results. As the gain is eliminated in the consolidated financial statements, it will have no impact on consolidated profit or loss.

This transaction
ItemDetails
Transaction nameAbsorption-Type Merger
Counterparty name株式会社吉野家, 株式会社北日本吉野家, 株式会社中日本吉野家, 株式会社関西吉野家, 株式会社西日本吉野家, 株式会社沖縄吉野家
Name of the Subject Company株式会社吉野家, 株式会社北日本吉野家, 株式会社中日本吉野家, 株式会社関西吉野家, 株式会社西日本吉野家, 株式会社沖縄吉野家
Amount of extraordinary income (loss)Gain on extinguishment of shares held in the merger: ¥11,366 million (cumulative first-quarter period of the fiscal year ending February 2027)
Impact on Business PerformanceThe Company recognized an extraordinary gain of ¥11,366 million in its non-consolidated financial results. As the gain is eliminated in the consolidated financial statements, it will have no impact on consolidated profit or loss.
Date of board resolution27 November 2025
Contract Date1 December 2025
Execution Date / Effective DateEffective 1 March 2026
Items this document does not state (24)
Business Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet 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 periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

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 states that it recognized an extraordinary gain in its non-consolidated financial results because the absorption-type merger of 6 consolidated subsidiaries generated a gain on the extinguishment of shares held in the merger.

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Notice Regarding the Recording of Extraordinary Income (Non-Consolidated) in Connection with an Absorption-Type Merger | YOSHINOYA HOLDINGS CO.,LTD. (9861) timely disclosure | Komori