Notice Regarding Share Offering

Overview of the Share Offering

At the Board of Directors meeting on January 13, 2026, Toho Co., Ltd. resolved to conduct a share offering of 1,413,400 shares of common stock. The sellers consist of multiple shareholders, and the lead managing underwriter is SMBC Nikko Securities Inc. The offering price will tentatively be set by multiplying the closing prices on the Tokyo Stock Exchange from January 21 to 23, 2026 by a factor of 0.90 to 1.00, with the final price determined taking demand and supply conditions into account. The offering will be conducted by the underwriting purchase method, the application period ends at 8:40 a.m. on the business day following the price determination, and the settlement will occur on one of the dates from January 26 to 28.

Purpose of Offering and Lock-up Agreement

This offering aims to improve liquidity of the company’s shares and expand the shareholder base primarily among retail investors. Considering the selling intentions of the selling shareholders, the offering is conducted to facilitate a smooth sale. Additionally, Kokubu Holdings Corporation and Kokubu Group Headquarters Co., Ltd. have agreed not to sell shares of the company without prior consent during the 180-day lock-up period starting from the offering price determination date until after the settlement date. There will be no stabilization transactions.