Freee K.k.TSE: 4478

Announcement Regarding Acquisition of Shares of Logikura Inc. (Subsidiary Acquisition)

· Issued by freee K.K.


March 18, 2026

Company Name freee K.K. Representative Daisuke Sasaki,

CEO and Representative Director

Code No. 4478, Tokyo Stock Exchange Growth

Contact Ami Tsuboi, CFO

(TEL. +81-3-6683-0242)

Announcement Regarding Acquisition oF Shares oF Logikura Inc. (Subsidiary Acquisition)

freee K.K. (the "Company") hereby announces that the Company resolved at its Board of Directors Meeting held today, to acquire shares of Logikura Inc. ("Logikura") to make Logikura the Company's wholly owned subsidiary (hereinafter referred to as the "Share Acquisition"), as follows. While the Share Acquisition does not meet the criteria for timely disclosure under the rules of the Tokyo Stock Exchange, the Company is providing this information on a voluntary basis as it is deemed useful for investors. Accordingly, certain disclosure items and details have been partially simplified or omitted.

  1. Purpose of the Share Acquisition

    In line with the Company's corporate mission "Empower Small Businesses to Take Center Stage," the Company has developed and offered services centered around integrated cloud ERP aimed at the realization of "an integrated management platform for everyone to manage business freely." Logikura operates under the mission of "Optimize everything in the world," providing "Logikura," a cloud-based logistics platform for centralized management of inventory information.

    The Company has resolved to acquire all outstanding shares of Logikura, making it a wholly owned subsidiary. Going forward, the Company will integrate "Logikura" with the freee product ecosystem to deliver a seamless, end-to-end solution spanning from inventory management to accounting. Through this integration, the Company aims to contribute to solving challenges faced by retail and distribution businesses, while also pursuing cross-selling to the Company's existing customer base to achieve further revenue expansion and business growth.

  2. Method to Make Logikura a Subsidiary of the Company

    The Company entered into a share purchase agreement (hereinafter referred to as the "Share Purchase Agreement") dated today to acquire a total of 84,025 shares of Logikura. The Company will make Logikura a consolidated subsidiary (ownership ratio: 100%) of the Company by means of the Share Acquisition through the Share Purchase Agreement and other necessary procedures.

  3. Overview of Logikura

    Name

    Logikura Inc.

    Address

    19F Hibiya Park Front, 2-1-6 Uchisaiwaicho, Chiyoda-ku, Tokyo

    Name and title

    of representative

    Representative Director Hiroto Sakakima

    Description of business

    Planning, development, and operation of the cloud-based logistics

    platform service "Logikura"

    Capital

    JPY 100,000 thousand (at the end of March, 2025)

    Date of establishment

    August 4, 2016

    Major shareholders and shareholding ratio

    Not disclosed based on a confidentiality agreement between the parties

    Relationship with the listed company

    Capital

    relationship

    Not applicable

    Personal

    relationship

    Not applicable

    Business

    relationship

    Not applicable

    Latest results of operations and financial position for the last three years (in thousands of JPY)

    Fiscal year

    Fiscal Year Ended

    March 2023

    Fiscal Year Ended

    March 2024

    Fiscal Year Ended

    March 2025

    Net assets

    (115,037)

    (83,749)

    (77,700)

    Total assets

    58,201

    81,030

    83,740

    Net assets per share (JPY)

    (1,369.09)

    (993.51)

    (924.73)

    Sales

    94,836

    163,141

    175,907

    Operating profit

    (71,886)

    32,820

    13,299

    Ordinary profit

    (72,991)

    31,187

    6,357

    Net profit

    (72,912)

    31,558

    5,779

    Net profit per share (JPY)

    (867.75)

    375.58

    68.78

    Dividends per share (JPY)

    ー

    ー

    ー

    Note: The fiscal year ended March 31, 2023, was a transitional eight-month period due to a change in the fiscal year-end.

  4. Schedule of the Share Acquisition

    (1)

    Date of resolution of the Share Acquisition by

    the Board of Directors

    March 18, 2026

    (2)

    Signing date of the Share

    Purchase Agreement

    March 18, 2026

    (3)

    Date of execution of

    the Share Transfer

    April 1, 2026 (subject to change)

  5. Overview of the Sellers of the Shares

    The details are not disclosed based on the discussion between the parties. There are no capital, personal, and business relationships.

  6. Number of Shares to Be Acquired and Number of Shares Held Before and After the Acquisition

    (1)

    Number of shares held before the

    share transfer

    0 shares

    (Number of voting rights: 0 rights) (Percentage of voting rights: 0%)

    (2)

    Number of shares to be acquired

    84,025 shares

    (Common stock: 52,500 shares)

    (Class A preferred stock: 7,500 shares) (Class B preferred stock: 8,400 shares) (Class C preferred stock: 15,625 shares) (Number of voting rights: 84,025 rights)

    (3)

    Acquisition costs

    Not disclosed due to the discussion between the parties

    (4)

    Number of shares

    held after the share transfer

    84,025 shares

    (Number of voting rights: 84,025 rights) (Percentage of voting rights: 100.0%)

  7. Outlook

The Company assumes that the impact of the Acquisition on the consolidated financial results of the year ending June 2026 is expected to be limited. The Company will promptly disclose any matters that should be announced in the future.

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