Def consulting,inc. Announces Business Transfer

Source disclosure: February 13, 2026

Def consulting,inc. [4833.T]

TOKYO — Def Consulting, Inc., listed on the Tokyo Stock Exchange's Growth Market under code 4833, announced today that its controlling shareholder, The Capital Corporation, will transfer all of its shares to an investment fund, GP Listed Company Investment D Limited Partnership (GP Fund). This transaction is expected to significantly alter the company’s ownership structure and governance.

According to the announcement, The Capital Corporation will sell 15,752,410 ordinary shares of Def Consulting, representing 21.70% of the total issued shares, to the GP Fund through an off-market deal. The sale price per share is set at ¥78, resulting in a total transaction value of ¥1,228,687,980. The transfer is scheduled to take place on February 13, 2026, coinciding with the date of this disclosure. As a result of this transaction, the GP Fund will hold more than five percent of Def Consulting's voting rights, qualifying it as a "quasi-tender offer" under Article 167(1) of Japan's Financial Instruments and Exchange Act and the relevant provisions of the implementing regulations.

The Capital Corporation has been a key supporter of Def Consulting since its inception, playing a crucial role in the company's restructuring efforts and strategic initiatives. However, the decision to divest its entire stake reflects a shift towards a new phase of growth led by the GP Fund. The GP Fund is managed by Growth Partners Co., Ltd., which boasts extensive experience in global consulting firms and domestic private equity funds, having completed over 40 investments totaling approximately ¥1 trillion.

With this change, Def Consulting aims to leverage the expertise and network of the GP Fund to drive non-linear growth and improve operational efficiency. Under the leadership of Mr. Tokuhisa Furukawa, the GP Fund plans to implement hands-on support immediately after the acquisition, focusing on aggressive M&A activities both domestically and internationally, enhancing profitability through strategic management practices, and reinforcing investor relations to achieve fair market valuation. These measures are designed to propel the company toward unprecedented levels of growth and performance.

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