Marvelous

Marvelous Inc. has finalized the terms of a cash-settled forward transaction involving its own common shares, a strategic financial arrangement initially authorized by the Board of Directors on July 31, 2026. This transaction involves a forward contract with SBI SECURITIES Co., Ltd. acting as the forward seller. The agreement covers 4,736,300 underlying shares, which accounts for 7.79% of the company’s total voting rights as of March 31, 2026.

The financial parameters of the agreement establish a forward price of JPY 501 per share. The contract is set to mature on July 31, 2028, though the parties retain the flexibility to extend this date upon mutual consultation. Settlement will be conducted on a cash basis, with the specific maturity settlement date determined by the completion of share sales by the counterparty or through a mark-to-value settlement method, depending on the circumstances at the time of maturity.

This transaction represents a significant capital management initiative for the Tokyo-listed entertainment company. By utilizing a cash-settled forward structure, Marvelous Inc. manages its equity position without immediate physical share transfer, providing a mechanism to influence or hedge its own share value over a two-year horizon. The finalization of these details confirms the operational framework for the transaction, ensuring that the company’s treasury management remains aligned with the previously disclosed board resolutions.

Marvelous Inc. has finalized the cancellation of 5,003,341 common shares, a strategic corporate action executed under Article 178 of the Companies Act. This reduction, which took effect on August 6, 2026, represents 8.04% of the company’s total issued shares prior to the cancellation. The move follows a formal resolution passed by the Board of Directors on July 31, 2026, and serves to adjust the company’s capital structure by permanently removing these treasury shares from circulation.

The scope of this action is limited to the Japanese market, specifically impacting the equity structure of the Tokyo Stock Exchange Prime Market-listed entity. Following the completion of this cancellation, the total number of issued shares, excluding remaining treasury holdings, stands at 56,213,059. The company retains a balance of 1,000,000 treasury shares following the transaction.

This corporate restructuring reflects a standard administrative procedure for managing share capital and optimizing shareholder value. By eliminating a significant portion of its treasury stock, the company effectively reduces its total share count, which typically serves to increase earnings per share for remaining stakeholders. The data provided confirms the successful execution of the board’s mandate, marking the conclusion of this specific capital management initiative.

Marvelous Inc. has authorized the acquisition of up to 4,630,700 common shares, representing approximately 7.61% of its total issued shares excluding existing treasury holdings. This strategic move, approved by the Board of Directors on July 31, 2026, is designed to mitigate potential market volatility resulting from the planned divestment of shares by the company’s largest shareholder, Image Frame Investment (HK) Limited. By repurchasing these shares, the company aims to stabilize its shareholder composition and enhance long-term capital efficiency and shareholder value.

The acquisition will be executed through the Tokyo Stock Exchange’s Off-Auction Own Share Repurchase Trading system (ToSTNeT-3) on August 3, 2026. The purchase price is set at ¥468 per share, which corresponds to the closing price recorded on the date of the board resolution. The total expenditure for this repurchase program is capped at approximately ¥2.17 billion. The transaction is contingent upon the availability of sell orders matching the intended volume, and the company reserves the right to partially or entirely forgo the acquisition depending on prevailing market conditions.

This capital policy is part of a broader corporate restructuring following the termination of a capital and business alliance and the discontinuation of a specific project. By proactively managing the exit of a major shareholder, Marvelous Inc. seeks to minimize the impact on its stock price and maintain stability within its investor base. The final results of the acquisition will be disclosed immediately following the conclusion of the designated trading session.

Marvelous Inc. has formally resolved to terminate its capital and business alliance with Image Frame Investment (HK) Limited, a subsidiary of Tencent Holdings Limited, effective July 31, 2026. This decision follows a strategic review of investment portfolios and capital allocation policies by the Tencent group, which prompted the divestment of its shareholding in the company. While the overarching alliance agreement is dissolved, existing license agreements, including the mobile game development rights for the Story of Seasons intellectual property, remain in effect.

The termination of this partnership has triggered several organizational and structural shifts. Specifically, the Tencent group has opted to discontinue a specific mobile game project under development, citing business environment and profitability considerations. Furthermore, an outside director affiliated with the Tencent group has resigned from the board. These changes coincide with a broader capital restructuring, as Marvelous Inc. plans to execute a treasury share acquisition alongside share purchases by SBI Securities and other domestic operating companies to manage the supply-demand balance and ensure long-term shareholder stability.

As a result of these transactions, Image Frame Investment will cease to be the company’s largest major shareholder and an affiliated company. Hayao Nakayama is expected to become the largest major shareholder, followed by Amuse Capital Investment Co., Ltd. The company anticipates that these developments will have a negligible impact on its consolidated financial results for the fiscal year ending March 31, 2027. The transition is scheduled to be finalized by August 3, 2026, following the completion of the planned share acquisitions.

Marvelous Inc.’s results briefing for the first quarter of the fiscal year ending March 31, 2027, highlights a period of improved profitability despite a year-over-year decline in net sales. For the period of April through June 2026, the company reported net sales of 6,255 million yen, a 28.4% decrease compared to the same quarter in the previous year. However, operating profit surged to 1,042 million yen, representing a 427.9% increase. This performance was driven by the Amusement business, bolstered by strong international and domestic demand for Pokémon kids' amusement machines, and the Audio & Visual segment, which benefited from robust secondary anime licensing revenue and successful stage productions.

The Digital Content business saw a shift in performance, achieving profitability of 382 million yen compared to a loss in the prior year's first quarter. This improvement was attributed to solid sales of existing titles and repeat purchases, alongside a reduction in large-scale development costs. The company maintains a steady outlook for the remainder of the fiscal year, with plans to release three core console and online titles from the second quarter onward. The full-year forecast anticipates net sales of 30,000 million yen and an operating profit of 3,000 million yen, with an increased annual dividend of 15 yen per share.

A significant strategic development during this period is the dissolution of the capital and business alliance with Image Frame Investment (HK) Limited, a subsidiary of the Tencent Group. Following a review of the evolving global business environment, the company determined that a transition to a more flexible collaboration model with diverse partners is optimal. To support this shift and enhance shareholder value, the company is executing a capital policy that includes the acquisition and cancellation of treasury shares and the implementation of a cash-settled forward transaction agreement. Moving forward, the company remains focused on expanding proprietary intellectual property, strengthening global sales capabilities, and leveraging synergies across its amusement, digital, and media segments.

Marvelous Inc. released its consolidated financial results for the first quarter of the fiscal year ending March 31, 2027, covering the period from April 1, 2026, to June 30, 2026. The report, prepared under Japanese GAAP, outlines the company's performance across its primary business segments: Digital Content, Amusement, and Audio & Visual.

Despite a 28.4% year-on-year decline in net sales to 6,255 million yen, the company achieved significant growth in profitability. Operating profit surged by 327.9% to 1,042 million yen, while ordinary profit increased by 425.7% to 1,151 million yen. Profit attributable to owners of the parent rose to 785 million yen, representing a 595.4% increase compared to the same period in the previous year. This performance was supported by a reduction in the cost of sales and lower selling, general, and administrative expenses.

Segment performance highlights include a turnaround in the Digital Content business, which generated 382 million yen in profit compared to a loss in the prior-year period. The Amusement business recorded 560 million yen in profit, and the Audio & Visual business contributed 517 million yen. As of June 30, 2026, the company maintained a strong financial position with total assets of 34,267 million yen and an equity-to-asset ratio of 81.3%.

The company maintains its full-year forecast for the fiscal year ending March 31, 2027, projecting net sales of 30,000 million yen and an operating profit of 3,000 million yen. The report confirms that there were no significant changes in the scope of consolidation or accounting policies during this period. These results reflect the company's ongoing operational focus on optimizing costs and managing its diverse portfolio of entertainment assets.

The 29th Annual General Meeting of Shareholders for Marvelous Inc., held on June 23, 2026, served to formalize the company’s leadership and oversight structure through the election of key governance personnel. The primary objective of the meeting was to secure shareholder approval for the appointment of directors, audit and supervisory board members, and the selection of an accounting auditor, ensuring the company remains compliant with the Financial Instruments and Exchange Act and the Companies Act.

The meeting resulted in the successful approval of all three proposed agenda items. Nine individuals were elected to the Board of Directors, with approval ratings ranging from 86.21% to 98.63%. Additionally, two members were appointed to the Audit & Supervisory Board, both receiving strong support with approval ratings of 96.51% and 99.15%, respectively. The proposal to appoint Crowe Toyo & Co. as the company’s accounting auditor was also passed with a 99.08% approval rate.

The voting process adhered to established corporate governance standards, requiring a quorum of at least one-third of eligible voting rights for director and auditor elections, and a simple majority of attendees for the accounting auditor appointment. While some voting rights from attendees were not counted due to an inability to definitively categorize them as affirmative, negative, or abstentions, the company confirmed that the legal requirements for the passage of all resolutions were met. This filing serves as the official record of these proceedings, confirming the organizational stability of the Tokyo-based entertainment company for the upcoming fiscal period.

Marvelous Inc. announced the composition of its Board of Directors and Audit & Supervisory Board for the upcoming 29th Annual General Meeting in June 2026. The company confirmed reappointments of President and Representative Director Shinichi Terui, Executive Officer Chihiro Noguchi, and several outside directors—Shunichi Nakamura, Makoto Arima, Shin Joon Oh, Sakurako Konishi, Hideki Okamura, and Ryu Takahashi—while adding new outside director Shingo Dote, a senior manager with extensive arcade game development experience at Sega and AQ Interactive. The director slate also includes Shunichi Arcade Games, a new appointment in the arcade division.

For audit oversight, Masumi Hasegawa was named a full‑time Audit & Supervisory Board Member and Megumi Yasuda, a certified public accountant with audit experience at PricewaterhouseCoopers Japan and Seisen Audit Corporation, was appointed as an outside member. Existing members Hisashi Miyazaki, Takanobu Yamaguchi, and Megumi Yasuda will continue. Ken Sato (full‑time) and Masaaki Suzuki (outside) are scheduled to retire at the end of their terms.

The notice covers Japan’s Tokyo Stock Exchange Prime Market, focusing on executive and supervisory governance within the gaming industry. No survey or external data sources are cited; the document relies on internal board decisions and career summaries of candidates. The announcement serves to inform shareholders of leadership changes and succession planning ahead of the annual meeting.

Marvelous Inc., a Tokyo‑listed developer and publisher, announced that its Board of Directors has resolved to pay a year‑end dividend for the fiscal year ending March 31, 2026. The dividend is set at ¥12.00 per share, totaling ¥730 million for all shareholders recorded on March 31, 2026. The payment will be made on June 9, 2026, sourced from retained earnings. This figure matches the company’s previously forecasted dividend announced on May 9, 2025, and represents an increase from the ¥10.00 per share dividend paid for the fiscal year ending March 31, 2025 (¥608 million total). The company emphasizes that dividend distribution is a key management priority, balanced against the need to preserve sufficient internal reserves for future growth and financial stability. The decision follows a Board resolution in accordance with the Articles of Incorporation, which require such approval for dividends from surplus. The announcement covers only Japan‑based operations and pertains to the fiscal year 2026, with no additional geographic or segment details provided. No survey methodology is involved; the information derives from internal financial results and board deliberations.

Marvelous Inc. announced that its Audit & Supervisory Board will propose a change of accounting auditor at the 29th Annual General Meeting on June 23, 2026. The outgoing auditor, PricewaterhouseCoopers Japan LLC, will complete its term at that meeting; the incoming firm is Crowe Toyo & Co., based in Tokyo, with engagement partners Satoshi Tamakawa and Yuki Ishikawa. The board cited a comprehensive review of audit structure suitability, fee reasonableness, independence, and quality control as the basis for selecting Crowe Toyo & Co. No audit opinions from the past three years were applicable, and the outgoing auditor expressed no objections to the transition. The board confirmed that the change is appropriate.

The notice covers a single Japanese company listed on the TSE Prime Market, focusing solely on the auditor transition for fiscal year 2026. No statistical data or broader industry analysis is provided; the document serves as a formal disclosure to shareholders and regulators. The methodology involves an internal comparative review of audit firms, with the board’s resolution reflecting its assessment that Crowe Toyo & Co. better aligns with Marvelous Inc.’s business scale and audit needs. The announcement ensures compliance with Article 193‑2 of the Financial Instruments and Exchange Act, fulfilling statutory disclosure requirements for auditor changes.

Marvelous Inc. revised its consolidated earnings forecast for the fiscal year ending March 31, 2026, raising expected net sales from 35,000 to 37,900 million yen and operating profit from 2,000 to 2,200 million yen—an increase of 8.3% and 10%, respectively. Ordinary profit is projected to climb from 2,000 to 2,800 million yen (40% rise), while profit attributable to owners of the parent company is expected to grow from 1,400 to 1,900 million yen (35.7% increase). These adjustments reflect strong performance in the Digital Content Business, notably sales of “Rune Factory: Guardians of Azuma 2025” and “STORY OF SEASONS: Grand Bazaar,” as well as steady expansion in Asian amusement markets and higher secondary licensing revenue from TV anime titles. Cost‑control measures and favorable foreign‑exchange gains are also cited as contributors to the upward revision.

The company disclosed anticipated operating losses and an extraordinary loss linked to specific titles. The new smartphone game “Browser Sangokushi Ten,” released October 2025, is expected to incur an operating loss of 811 million yen due to write‑offs of development costs and asset recoverability. Additionally, a North American title in the amusement business is projected to generate an 11 million‑yen operating loss and a 298 million‑yen extraordinary loss from inventory and fixed‑asset impairments. These losses have already been factored into the revised forecast.

Dividend policy remains unchanged, with a year‑end dividend of 12 yen per share maintained. The forecast adjustments cover the entire Japanese market and overseas operations for FY 2025‑26, based on current data and reasonable assumptions.

The briefing presents the first‑half financial performance of Marvelous Inc. for the fiscal year ending March 2026, covering April–September 2025. Net sales surged 157.5 % to ¥20,281 million, driven by the launch of three core video‑game titles—“Rune Factory: Guardians of Azuma,” “STORY OF SEASONS: Grand Bazaar,” and “DAEMON X MACHINA TITANIC SCION”—and robust sales of Pokémon‑branded amusement machines. Segment analysis shows Digital Contents Business revenue rising 198.7 % to ¥12,414 million, while Amusement Business increased 136.3 % to ¥5,982 million; Audio & Visual Business declined 84.0 %. Operating profit fell 38.2 % to ¥226 million due to elevated development costs, yet ordinary and net income rose 102.0 % and 234.7 %, respectively, largely from a shift to foreign‑exchange gains.

The company forecasts full‑year net sales of ¥35,000 million (125.2 % of FY2025), operating profit of ¥2,000 million (110.0 % increase), and a dividend uplift to ¥12 million per share, maintaining the initial earnings outlook. Cash flow improved markedly: operating cash inflows rose from a negative ¥786 million to ¥5,822 million, and net cash increased by ¥5,274 million to ¥12,386 million. Asset growth was modest, with total assets rising by ¥1,424 million and net assets slightly declining due to higher liabilities.

Methodologically, figures derive from consolidated financial statements for the semi‑annual period; no survey data are cited. The report covers Japan, North America, Europe, and Asia for game sales, and includes detailed segment‑level performance. The outlook remains unchanged, with emphasis on sustaining momentum from the newly released titles and existing online properties.