Nipro : Notice Concerning Acquisition of Shares of G2/Spryte Holdco, LLC (to Make It a Subsidiary)

October 28, 2025

Company name: NIPRO CORPORATION

Name of representative: Tsuyoshi Yamazaki, Representative

Director and President (Securities code: 8086; Prime Market)

Inquiries: Takehito Yogo, Senior Managing Director, Chief Financial Officer (Telephone: +81-6-6310-6804)

G2/Spryte Holdco, LLC hereby announces that it has resolved, at a meeting of the Board of Directors held on October 28th, 2025, to acquire shares of G2/Spryte Holdco, LLC and make it a subsidiary of the Company. The details are described below.

1. Reason for acquisition of shares

   This strategic decision is grounded in a thorough assessment of G2/Spryte Holdco, LLC's advanced technological strengths, its accelerating market momentum, and other key strategic considerations. By securing full ownership, we aim to enhance our ability to support G2/Spryte Holdco, LLC's long-term growth and unlock greater value for our stakeholders. The transaction reflects our continued commitment to deliver sustainable shareholder value.

2. Overview of the subsidiary (G2/Spryte Holdco, LLC) subject to change

   (1) Name	G2/Spryte Holdco, LLC
   (2) Location	142 North Road, Suite G, Sudbury, MA, 01776 USA
   (3) Job title and name of representative	CEO David W. Kolstad
   (4) Description of business	Holding company
   (5) Share capital	93,445,859 U.S. dollars
   (6) Date of establishment	June 5th, 2024
   (7) Major shareholders and ownership ratios	NIPRO CORPORATION 39% Adams, LLC 61%
   (8) Relationship between the Company and said company	Capital relationship	Hold 39% of the issued shares of the company.
   	Personnel relationship	None in particular
   	Business relationship	None in particular
   (9) Consolidated operating results and consolidated financial positions of said company for the last three years
   As of / Fiscal year ended	December 31, 2022	December 31, 2023	December 31, 2024
   Consolidated net assets	-	-	△9,635
   Consolidated total assets	-	-	3,913

   Consolidated net assets per share (Yen)	-	-	△39 Yen
   Consolidated net sales	-	-	757
   Consolidated operating profit	-	-	△6,702
   Consolidated ordinary profit	-	-	△7,056
   Profit attributable to owners of parent	-	-	△7,056
   Consolidated earnings per share (Yen)	-	-	△29 Yen
   Dividend per share (Yen)	-	-	0

   (Millions of yen, unless otherwise noted)

3. Overview of the counterparty to the acquisition of shares

   (1) Name	Adams, LLC
   (2) Location	9-6, Otemachi 1-chome, Chiyoda-ku, Tokyo
   (3) Job title and name of representative	SAM Corporation
   (4) Description of business	Holding company, Management and Disposal
   (5) Share capital	200,001 Japanese yen
   (6) Date of establishment	March 2nd, 2020
   (7) Net assets	6,343 million Yen (December 31, 2024)
   (8) Total assets	6,344 million Yen (December 31, 2024)
   (9) Major shareholders and ownership ratios	-
   (10) Relationship between the Company and said company	None in particular

4. Number of shares acquired, acquisition costs, and shareholding before and after acquisition

   (1) Number of shares held before the change	95,607,250 shares (Number of voting rights: 95,607,250 units) (Ratio of voting rights held: 39%)
   (2) Number of shares to be acquired	149,539,545 shares (Number of voting rights: 149,539,545 units) (Ratio of voting rights held: 61%)
   (3) Acquisition costs	Approximately 7.7 billion Yen
   (4) Number of shares held after the change	245,146,795 shares (Number of voting rights: 245,146,795 units) (Ratio of voting rights held: 100%)

5. Timetable

   Date of resolution at the (1) meeting of the Board of Directors	October 28th, 2025
   (2) Date of commencement of share transfer	December 19th, 2025 (scheduled)

6. Future outlook

The impact of this matter on our business performance is currently under review. Should any matters requiring disclosure arise in the future, we will promptly disclose them.