Notice Concerning the Execution of Share Purchase Agreement for UNDER COVER CO., LTD

Notice Concerning the Execution of Share Purchase Agreement for UNDER COVER CO., LTD

As announced in the disclosure document dated June 15, " Notice Concerning the Execution of a Letter of Intent for the Acquisition of Shares of UNDERCOVER CO., LTD. " HUMAN MADE Inc. (the “Company”) had concluded a basic agreement toward the acquisition of shares. The Company hereby announces that its Board of Directors, at a meeting held on September 11, 2026, resolved to acquire all shares of UNDERCOVER CO., LTD. ("UNDERCOVER") and make it a subsidiary, as detailed below.

< Purpose of the Share Acquisition >
Under the Company’s purpose “CULTIVATE CULTURE”, the Company aims to nurture culture sparked by human inspiration and craft, aiming to grow it into Japan’s next iconic creative industry following manga, anime, and games. As one of the growth strategies to realize this purpose, the Company established a policy to acquire companies whose brand equity has not sufficiently translated into profits, and to grow them into the second and third pillars of the business following HUMAN MADE.

UNDERCOVER, the brand operated by UNDERCOVER CO., LTD., has established a unique position blending street and mode fashion. Backed by a brand history cultivated over 30 years, it is a designer brand with high global recognition. The Company and UNDERCOVER have built a strong relationship through partnerships including the release of the "HUMAN MADE × UNDERCOVER" collaboration items in 2025. The Company believes that UNDERCOVER’s brand value, its attitude toward creativity, and its culture-driven approach to business creation have a strong affinity with the Company's purpose, “CULTIVATE CULTURE,” and its business policies.

Furthermore, Mr. Jun Takahashi, Representative Director of UNDERCOVER, and NIGO, a major shareholder and Creative Director of the Company, have been close friends for over 30 years, and both dominated the era as leading figures of the Ura-Harajuku street culture in the 1990s. Mr. Takahashi subsequently gained worldwide recognition by participating in the Paris Fashion Week and is now known as one of Japan's leading designers. Additionally, "NOWHERE," the shop jointly opened by them in 1993, became a symbolic presence of the so-called "Ura-Hara Boom," laying the foundation for subsequent street culture and fashion. This movement is highly regarded as one of the most important trends in global fashion history, continuing to influence current luxury brands and the global fashion scene, particularly in Europe and the United States.

Based on this background, the Company has determined that welcoming UNDERCOVER into its group and leveraging the Company's management capabilities to transform its business model is expected to enhance both the brand value of UNDERCOVER and the corporate value of the entire group. Accordingly, the Company has resolved to execute the Share Purchase Agreement.

With this transaction, UNDERCOVER is scheduled to become a consolidated subsidiary of the Company from the first quarter of the fiscal year ending January 2028. 

< Schedule >
Date of resolution by the Board of Directors: September 11, 2026
Date of signing: September 11, 2026
Date of closing: February 2027 (Scheduled)

While the impact of this transaction on the Company's consolidated business results for the fiscal year ending January 2027 is expected to be minor, we believe it will contribute to enhance the Group's consolidated business results over the medium to long term. The Company  will promptly announce any matters that require disclosure should they arise in the future.

For further details regarding the number of shares acquired, acquisition price, and status of share ownership before and after acquisition, please refer to the timely disclosure available on our IR page.
https://ir.humanmade.co.jp/en/