SAKURA Law Office | Legal Update by Managing Partner Kenshiro Michishita
September 29, 2026 (fully revised October 6, 2026)
SAKURA Law Office | Kenshiro Michishita, Managing Partner
SAKURA Law Office has fully revised the twenty-fourth edition of the Legal Update series by Managing Partner Kenshiro Michishita. This edition treats Japanese insider trading law not as a collection of isolated personal-dealing restrictions, but as an information-governance system running from the creation of market-sensitive information, through internal and external access, to statutory publication and, where necessary, investigation and regulatory response. That perspective matters because material information in a listed company does not remain within Legal or Compliance. It moves through corporate planning, finance and IR, M&A teams, business units, IT, HR, overseas affiliates, financial institutions, private equity sponsors, advisers and service providers.
Enforcement in 2026 illustrates the breadth of that information chain. The Securities and Exchange Surveillance Commission filed criminal charges in matters involving tender-offer information allegedly learned through negotiations for an investment-banking mandate in the Makino Milling Machine matter and material dividend-forecast information allegedly learned in the performance of a confidentiality agreement in the Toyo Securities matter. The SESC also recommended an administrative monetary penalty in relation to NIPPO shares against a Korea-resident recipient of tender-offer information, expressly noting assistance from Hong Kong and Korean regulators, and in September announced a recommendation in relation to I’rom Group shares involving a person who had an advisory agreement with a consolidated subsidiary of Blackstone Inc.
The law itself also changed in 2026. Effective July 1, Japan revised the definition of “parent company” used for insider trading purposes so that the analysis no longer depends on disclosure in the latest securities report and instead captures substantive control of another company’s decision-making body under the implementing rules. Separately, the Financial Instruments and Exchange Act / Payment Services Act amendments enacted on July 15 and promulgated on July 23 include a significant expansion of the tender-offer insider perimeter to persons contracting or negotiating with the target company, such as target-side advisers, together with changes to administrative monetary penalties and rules addressing use of another person’s account and assistance in unfair trading. Those principal amendments have been enacted but are not yet in force as of October 6, 2026; only specified provisions, including stronger penalties for unregistered business and related SESC criminal-investigation powers, took effect on August 12.
This Update reflects Japanese law and official materials available as of October 6, 2026. It is written for boards, General Counsel, compliance and IR teams, M&A professionals, private equity sponsors, financial institutions and overseas headquarters that need to translate Japan’s status-and-information-route based regime into a global restricted-list, wall-crossing and personal-dealing framework without confusing current law, enacted-but-pending reform and exchange or self-regulatory practice.
Executive Summary
Japanese insider trading law is highly statutory. Article 166 of the Financial Instruments and Exchange Act applies to specified company insiders and first-tier information recipients who know an unpublished material fact concerning a listed company. Article 167 separately addresses specified tender-offer-related persons and first-tier recipients who know an unpublished fact concerning the implementation or discontinuation of a tender offer or similar acquisition. Article 167-2 addresses certain information transmission and trading recommendations made for the statutory purpose of enabling another person to profit or avoid a loss through pre-publication trading. A small trade, a benign commercial motive or lack of substantial profit is not, by itself, a general defence.
Timing requires two separate chronologies: formation of the material fact and completion of statutory publication. A decision-type material fact may arise before formal board approval where the person or body that substantively decides business execution has decided to pursue the matter and the company has begun implementation or preparatory activity. Conversely, press leaks, rumours or widespread market speculation do not necessarily constitute “publication.” Legal, IR, Finance and Corporate Planning should be able to prove both the fact-formation timeline and the precise publication event.
M&A and tender offers create the most fragile information supply chain. Bidder personnel, sponsors, lenders, investment banks, financial advisers, lawyers, accountants, consultants, PR firms, printers, translators, IT and data-room providers may receive highly price-sensitive information well before announcement. Current Article 167 contains a known gap in relation to some target-side contractual advisers. The 2026 amendment was enacted to bring persons contracting or negotiating with the target company into the tender-offer insider perimeter, but that expansion is not yet effective as of October 6. Global controls should nevertheless be designed now for the post-reform perimeter while legal conclusions on current conduct remain based on current law.
A policy is not a control environment. The SESC’s June 2026 casebook identifies missing trading-recommendation rules, weak access controls and personal-dealing processes that may be formal but ineffective. Effective governance connects deal registration, access rights, insider and restricted lists, pre-clearance, blackout periods, qualifying pre-knowledge plans, employee share plans, outside advisers, AI and SaaS use, TDnet publication verification, training and escalation. The May 2026 transition away from J-IRISS to the new JSDA database framework did not remove the issuer’s own responsibility for accurate internal information and employee trading controls.
When suspicious trading or leakage is identified, evidence should ordinarily be stabilized before informal interviews begin. The company should preserve the material-fact or tender-offer timeline, statutory publication timestamp, order and transaction information available to it, emails and chats, data-room and system access logs, meeting records, insider lists and external-recipient records. The response then needs to integrate board and audit oversight, internal investigation, TSE disclosure analysis, SESC or exchange engagement, individual and counterparty measures, and root-cause remediation.
1. Current-law architecture and the 2026 transition: status, information route and the difference between law in force and enacted reform
For international counsel, the first point is that Japan does not operate only a broad “possession of MNPI” test. The statutory categories matter. Article 166 asks whether a person is within a defined company-insider category or is a first-tier recipient, how the information was obtained, what material fact was known and whether the relevant security was traded before statutory publication. Article 167 uses a separate set of categories for tender offers and similar acquisitions. Article 167-2 targets specified transmission and recommendation conduct. Compliance analysis should therefore map role, contractual relationship, information source, time of knowledge, security, transaction and publication status rather than beginning and ending with a generic confidentiality label.
Former insiders can remain within the statutory perimeter after leaving the relevant role. The SESC’s 2026 casebook explains that former company insiders may remain within Article 166 for one year after ceasing to hold the relevant status and former tender-offer-related persons may remain within Article 167 for six months. Exit procedures should therefore address continuing unpublished information, residual system access, personal dealing and post-employment confidentiality rather than assuming that resignation or deal completion immediately ends the insider-risk analysis.
A separate current-law change took effect on July 1, 2026. The definition of “parent company” for insider trading purposes was revised so that it no longer depends on whether a parent was identified in the latest securities report and instead uses a substantive control concept under the implementing rules. This matters after acquisitions, reorganizations and in groups where the controlling company is not itself a reporting company. Legal and Compliance should maintain an accurate group-control map rather than relying only on filed disclosure documents when determining the corporate perimeter of Articles 166 and 167.
The larger 2026 FIEA reform must be treated differently. The Act was enacted on July 15 and promulgated on July 23, but the principal unfair-trading amendments remain pending commencement as of October 6. Those amendments expand the Article 167 tender-offer perimeter to persons who contract or negotiate with the target company, expressly including the type of target-side adviser that current law may not directly capture through that route. They also raise the administrative monetary penalty level for tender-offer insider trading and introduce enhanced monetary consequences for unfair trading conducted through another person’s account and for persons who provide accounts or otherwise assist. Those are enacted rules, but they are not yet the governing law for current conduct.
This distinction should drive both advice and implementation. A current investigation must apply the law in force at the relevant time. A 2026 compliance redesign, however, should not intentionally preserve a control gap that Parliament has already decided to close. Tender-offer engagement letters, target-side adviser onboarding, restricted-list procedures, personal-dealing controls and training can be updated before commencement so that the operational environment is ready when the new regime becomes effective.
2. Formation of a material fact and statutory publication are separate legal questions
Article 166 captures statutory categories of decisions, events, financial results and specified subsidiary matters, together with a basket provision for other facts of substantial significance to investors. The practical exercise is not a mechanical checklist. De minimis thresholds, group impact, the substance of the event and likely significance to investors all matter. The SESC casebook’s treatment of the Taisei Corporation construction-quality matter as a basket-clause case is a useful reminder that major quality failures, regulatory intervention, cyber incidents, loss of a major customer or management misconduct may require insider analysis even where no familiar label fits perfectly.
For decision-type facts, the legally relevant moment can precede formal board approval. Japanese case law has emphasized that the “body that decides the execution of business” is not limited to a formal Companies Act organ and that a preparatory-stage decision can constitute the statutory decision depending on substance. In M&A, strategic alliances, equity financings and repurchases, the chronology may include CEO or investment-committee authority, adviser engagement, due diligence, negotiation of principal terms, financing workstreams and instructions to proceed. Preventive restrictions can and generally should begin before the company reaches a definitive legal conclusion on the precise statutory formation time.
Financial information also requires a process-based approach. JPX explains that quarterly information may, depending on context, effectively reveal that a full-year forecast will be revised. Finance teams should therefore connect personal-dealing controls to the reporting process before the final earnings-release stage, including where impairment, tax effects, dividends, liquidity or revised assumptions become sufficiently clear to create market-sensitive information.
Publication is a different inquiry. A press scoop, social-media leak or widespread market assumption does not itself constitute statutory publication for regulated persons. Where TDnet is used, the release process should be tied to the legally recognized publication event rather than internal approval or transmission of the release. The same discipline is necessary where an overseas parent makes an announcement first: the Japanese restriction should not be lifted merely because the global market has heard the information if the Japanese statutory publication requirements have not been satisfied.
TSE timely disclosure, Article 166 “material facts” and “material information” under Japan’s Fair Disclosure Rule overlap but are not coextensive. A determination that an event does not require TSE timely disclosure does not, by itself, establish that employees may trade or that selective disclosure is permissible. A mature governance process tests the same event under each framework and records the reasoning in a common chronology shared by Legal, IR, Finance and Corporate Planning.
3. M&A and tender offers create the most fragile information supply chain
Tender offers and public-company M&A combine extreme price sensitivity with a long and distributed pre-announcement information chain. The SESC’s 2026 casebook notes that tender-offer matters have historically accounted for the largest number of insider-trading administrative monetary penalty recommendations. The relevant chain can include the bidder, target, private equity sponsor, banks, investment banks, financial advisers, law firms, accountants, tax advisers, consultants, communications firms, printers, translators, IT vendors and virtual data-room providers long before signing or announcement.
The 2026 enforcement record shows how contractual relationships become statutory information routes. The Makino Milling matter involved tender-offer information allegedly learned in connection with negotiations for tender-offer agent services and other mandates. The Toyo Securities matter involved material information allegedly learned in the performance of a confidentiality agreement. The I’rom Group recommendation involved a person with an advisory agreement with a consolidated subsidiary of Blackstone Inc. The NIPPO recommendation involved a recipient resident outside Japan and cross-border regulatory cooperation. The Novarese / APAMAN criminal complaint also illustrates the risk of information learned internally and trading by a spouse. An NDA is necessary in many transactions, but it is not a safe harbour from the FIEA.
Target-side advisers require special care during the current transition. Under the current Article 167 framework, bidder-side contractual counterparties are broadly captured, while target-side external counterparties may fall outside that direct tender-offer-related-person route even though they have access to the same information. The enacted 2026 amendment expressly adds persons contracting or negotiating with the target company. The legal answer today must remain current-law specific; the operational answer should be to treat those advisers as fully restricted now and avoid designing controls around a temporary statutory gap.
Deal controls should start when the project becomes sensitive, not at signing. A project code, defined deal team, need-to-know access, controlled data-room permissions, access logging, wall-crossing records, personal-dealing restrictions, a restricted list and a publication-verification process should be activated together. External engagement terms should address permitted internal recipients, subcontracting, personal trading, information security, generative-AI or external-SaaS use, incident reporting, investigation cooperation, and return or deletion of information. Release from restrictions should be controlled rather than inferred from rumour, signing or a foreign announcement.
Cross-border sponsors and advisers should not assume that a global MNPI policy automatically resolves Japanese law. Japanese concepts of material fact, tender-offer fact, statutory information route and publication do not map perfectly onto U.S., U.K. or EU market-abuse frameworks. The Japanese legal conclusion needs to be translated into the global restricted-list and personal-account-dealing environment: which Japanese securities are restricted, who is wall-crossed, when the restriction begins, when Japanese publication is complete and who has authority to release it.
4. A written policy is not a control environment: personal dealing, access, market infrastructure and technology must operate together
The SESC’s June 2026 casebook is especially useful because it identifies weaknesses in listed companies’ preventive systems, not only completed violations. It notes cases in which internal rules failed to address trading recommendations, folders containing inside information lacked appropriate access restrictions and employees learned information they did not need for their duties. The lesson is operational: the policy should be treated as the specification for the control environment, not as evidence that the control environment exists.
Personal-dealing pre-clearance is stronger when Compliance can compare a request against objective information. Active deal codes, earnings-cycle access, role, system permissions and insider lists can be checked against the proposed trade. A process that asks only whether the employee personally believes he or she has inside information assumes that the employee can perform the legal materiality analysis correctly. The appropriate scope of pre-clearance should follow actual information access rather than corporate title alone.
Blackout periods are useful but are not statutory safe harbours. A person outside the blackout window may still be prohibited from trading because of another unpublished material fact. Conversely, the law does not automatically prohibit every trade simply because it falls within an issuer-created blackout period. Qualifying agreements or plans established before knowledge of a material fact may support scheduled sales or diversification, but the operative terms and discretion must satisfy the applicable requirements and should not be opportunistically changed after inside information is known. Employee share plans similarly require a distinction between genuinely recurring, non-discretionary participation and discretionary withdrawals, sales or contribution changes.
The market infrastructure also changed in 2026. J-IRISS ended on May 25 as the market moved to a new database framework administered through the Japan Securities Dealers Association. Under the new framework, securities firms remain required to compare customer information with the relevant database at least annually in order to identify insider-related accounts. Issuer pre-clearance, broker-side identification, exchange surveillance and SESC investigation are therefore overlapping layers, not substitutes. Accurate officer and relevant-person data remains part of the issuer’s control environment.
Modern information controls must also cover generative AI, translation tools, personal cloud storage and external SaaS. Uploading unpublished earnings, deal names, tender-offer terms or financing plans to a third-party service is not “publication” under the FIEA. It may instead create additional recipients or leakage risks through retention, model-training use, administrator access, subcontractors and data location. AI and IT policies should classify unpublished market-sensitive information as restricted data and connect any permitted exception to contractual review, security settings, logging and deletion.
5. Information transmission and trading recommendations reach beyond traditional confidentiality
Article 167-2 addresses a weakness in traditional confidentiality training. A covered person may create legal risk without revealing the content of the material fact if the person uses that information, with the statutory purpose, to recommend that another person buy, sell, wait or refrain from trading. Policies should therefore define “information transmission” and “trading recommendation” separately and explain that coded or behavioural advice may be problematic even where the deal, earnings or tender-offer information is never expressly described. Any administrative or criminal consequence must still be analysed under the statutory elements, including the recipient’s pre-publication trading where required.
The vulnerable moments are often outside formal systems. The SESC casebook repeatedly discusses information transmission to relatives and friends and highlights leakage risks created by flexible work arrangements. Training should use realistic scenarios: a family member asks whether to sell the employee’s company shares; a friend is considering buying a company involved in an undisclosed tender offer; a dinner conversation turns to progress on an M&A mandate; or a message says “wait until next week before selling.” These scenarios build judgment more effectively than reciting statutory terms.
The 2024 case involving a Tokyo Stock Exchange employee is instructive because it shows that market infrastructure and advisers can themselves become information routes. The SESC alleged that an employee working in a disclosure-related function learned tender-offer information and transmitted it to his father for the purpose of enabling him to profit, after which the father traded before publication. Issuers need to think beyond their corporate perimeter and identify where sensitive information enters exchanges, securities firms, advisers and vendors and how those counterparties control it.
Transaction-specific instructions to external advisers are therefore valuable. The notice should identify the relevant security, the restriction, authorized recipients, personal-dealing expectations, publication-verification process and contact point for questions. Release should be controlled rather than assumed from market rumour, signing, closing or a foreign announcement. The resulting record also becomes important evidence if the company later needs to reconstruct the information chain.
6. Crisis response: preserve the evidence, establish an independent chronology and coordinate regulators, disclosure and remediation
When suspicious trading or leakage is identified, the first priority is usually to stabilize the evidence. Informal interviews may change communications, devices or accounts before the company has reconstructed the timeline. The initial preservation set should include the development of the material fact or tender-offer fact, the statutory publication time, the subject’s role and information route, available order and transaction information, email and chat data, meeting records, data-room and system access logs, insider and restricted lists, pre-clearance records and external-recipient lists. Further trading or dissemination should be stopped where appropriate.
Investigation governance should reflect conflicts. If the subject is a senior executive, deal leader, Legal or Compliance officer, the ordinary reporting chain may not be sufficiently independent. Escalation to the board, statutory auditors or the relevant board committee and engagement of external counsel may be necessary. Cross-border groups should also avoid assuming that U.S.-style privilege concepts automatically protect all investigation material in Japan; document creation, circulation and interview records should be designed with Japanese regulatory and litigation exposure in mind.
The SESC publicly emphasizes that it investigates well-timed pre-publication trades broadly, including people at the trader’s workplace, and that small trades and use of another person’s account do not make misconduct invisible. Companies should therefore preserve enough contemporaneous material to reconstruct events before any inquiry arrives. A documented material-fact analysis, publication timestamp, access list and pre-clearance record can establish both genuine misconduct and the absence of involvement by other employees.
A suspected violation does not automatically require immediate market disclosure, but TSE disclosure and other communications need ongoing analysis as facts develop. The investigation team, IR, Communications and the board should work from one verified master chronology so that internal reports, market disclosures and regulatory submissions do not diverge. Confirmed facts, unresolved issues, legal conclusions and next investigative steps should be separated clearly.
Remediation should explain why the control failed, not simply who traded. Excessive access, weak adviser onboarding, missing trading-recommendation rules, formalistic pre-clearance, unclear publication-release processes or failures in monitoring may each require a different response. Individual discipline, contract termination, access redesign, system changes, training and enhanced surveillance should follow the root cause. That is the point at which insider-trading response becomes corporate crisis management rather than a narrow personal-dealing issue.
7. The 2026 endpoint: insider trading compliance should be designed as listed-company information governance
A mature insider-trading programme is not an annual training session plus a share-dealing form. Material information originates across M&A, Corporate Planning, Finance, IR, business units, cybersecurity, HR and overseas subsidiaries, then moves to banks, sponsors, advisers, vendors and cloud services. Legal and Compliance should act as the architecture function connecting identification of the fact, access control, external sharing, personal dealing, statutory publication and incident response.
In practice, the control environment should connect material-fact determinations, project registration, insider and deal-team lists, access management, wall-crossing, personal-dealing pre-clearance, blackout periods, pre-knowledge agreements or plans, employee share plans, transmission and recommendation controls, third-party contracting, AI and SaaS rules, timely disclosure, Fair Disclosure, publication verification, training and escalation. Periodic testing using live or simulated transactions, access reviews and cross-border exercises provides more assurance than confirmation that a policy document exists.
The enacted 2026 reform should be built into that operating model as a transition workstream. Current-law analysis must remain current-law analysis, but contracts, target-side adviser onboarding, restricted lists and training can be revised now for the expanded tender-offer perimeter and strengthened monetary-penalty framework. This avoids a rushed implementation project when the Cabinet Order specifies the commencement date.
SAKURA Law Office and Managing Partner Kenshiro Michishita advise on Japanese insider trading as a corporate information-governance discipline spanning M&A and tender offers, capital policy, financial reporting and IR, cross-border transactions, technology and outsourcing, internal investigations, regulatory response and crisis management. The objective is to make the same factual architecture support preventive controls, real-time legal decisions and a defensible response after an incident.
Frequently Asked Questions
Q1. Are officers and employees of a Japanese listed company prohibited from trading their employer’s shares?
No. Such trading is not categorically prohibited. The key question is whether the person knows an unpublished material fact through a regulated route and whether an exemption applies. The issuer’s pre-clearance and blackout rules may impose additional restrictions.
Q2. Is a very small trade too small to violate the Japanese rules?
No. JPX expressly states that trading volume and the amount of profit or loss do not determine whether insider trading has occurred. A compliance programme should not relax controls because the proposed trade is small.
Q3. Is it safe to trade whenever the company is outside its blackout period?
Not necessarily. A blackout period is an internal preventive control, not a statutory safe harbour. A person who knows another unpublished material fact may still be prohibited from trading outside the blackout window.
Q4. Does an M&A or financing matter become a material fact only after formal board approval?
No. Japanese case law recognizes that a statutory decision can arise before a formal board resolution depending on who substantively decides business execution, the intent to pursue the transaction and the preparatory steps taken. The analysis is fact-specific.
Q5. Does an NDA permit an M&A counterparty or adviser to trade the target’s shares?
No. An NDA is important for confidentiality but does not create an exemption from the FIEA. The contractual relationship may itself be the statutory route through which material information is learned.
Q6. If the transaction has leaked to the press or social media, has the fact been “made public”?
Not necessarily. Statutory publication requires a legally recognized method. A press scoop, rumour or widespread speculation does not, by itself, lift the trading restriction for regulated persons.
Q7. Are a FIEA “material fact,” a TSE timely-disclosure item and Fair Disclosure “material information” the same thing?
No. They are related but legally distinct concepts with different statutory or exchange-rule foundations. The same event should be assessed separately for insider-trading restrictions, TSE disclosure and selective disclosure.
Q8. Can Japanese insider trading rules affect an overseas PE sponsor, parent company or adviser?
Yes. The 2026 NIPPO recommendation involved a person residing outside Japan, and the SESC disclosed assistance from Hong Kong and Korean regulators. Cross-border deal controls should map Japanese information routes and publication status into the global restricted-list and personal-dealing framework.
Q9. Are target-side financial advisers and law firms already within the expanded tender-offer insider perimeter enacted in 2026?
The enacted amendment expands Article 167 to persons contracting or negotiating with the target company, but that principal amendment is not yet in force as of October 6, 2026. Current conduct must be analyzed under current law. Firms should nevertheless design their controls now for the post-commencement perimeter.
Q10. What should a listed company do first when suspicious trading is discovered?
Preserve the evidence before rushing into interviews: the material-fact or tender-offer chronology, exact publication timestamp, trading and order information, emails and chats, access logs, meeting and data-room records, insider lists and pre-clearance records. Then establish an investigation structure that addresses conflicts and coordinates board oversight, disclosure analysis and regulatory response.
About the Legal Update Series by Kenshiro Michishita
SAKURA Law Office publishes the Legal Update series through the profile of Managing Partner Kenshiro Michishita, addressing major issues affecting businesses and management in corporate law, M&A, cross-border transactions, international disputes, financial regulation, Web3 and cryptoassets, AI and technology, data protection, intellectual property, employment, crisis management and internal investigations. This fully revised No. 24 positions Japanese insider trading law as a listed-company information-governance framework connecting M&A and tender offers, IR, personal dealing, third-party information flows, the 2026 reform, cross-border controls, investigations and regulatory response.
SAKURA Law Office — Official Website Kenshiro Michishita, Managing Partner — Profile
How SAKURA Law Office Can Assist
SAKURA Law Office advises listed and pre-IPO companies, directors and officers, shareholders, private equity funds, investors, financial institutions, M&A advisers and other market participants on Japanese insider trading regulation, material-fact and tender-offer-fact analysis, transition planning for the 2026 reform, personal-dealing policies, insider and restricted lists, M&A and tender-offer information controls, wall-crossing, pre-knowledge agreements and plans, information transmission and trading recommendations, the Fair Disclosure Rule, TSE timely disclosure, vendor and technology controls, internal investigations, and responses to the Securities and Exchange Surveillance Commission and exchanges. For cross-border matters, the firm can coordinate in English with overseas headquarters, foreign law firms, sponsors and investment banks so that Japanese securities-law controls are integrated into the global transaction and compliance framework.
Contact
For advice concerning Japanese insider trading regulation, material information governance, M&A / tender offers, the 2026 reform, personal dealing, timely disclosure, internal investigations or related corporate and financial-regulatory matters, please contact SAKURA Law Office.
SAKURA Law Office
4F Ark Hills South Tower, 4-5 Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan
Kenshiro Michishita, Managing Partner
Web: https://sakura-lawyers.jp/en/
Principal References
1. Financial Instruments and Exchange Act — e-Gov Laws (official Japanese text)
8. Securities and Exchange Surveillance Commission — Press Releases: Market Misconduct (English)
15. Japan Exchange Group — Insider Trading (English)
16. Japan Exchange Group — Material Facts List (Japanese official)
17. Japan Exchange Group — Timely Disclosure System (English)
19. Japan Exchange Group — TDnet / Company Announcements Service information (Japanese official)
23. Courts in Japan — June 7, 2017 judgment on timing of a decision under Article 166 (Japanese PDF)
25. SAKURA Law Office — Official Website
26. Kenshiro Michishita — Managing Partner, SAKURA Law Office — Profile
Disclaimer
This article provides general information based on Japanese laws, enacted amendments, court decisions, regulatory and exchange materials, self-regulatory materials and general practice publicly available as of October 6, 2026. It does not constitute legal advice or a legal opinion concerning any particular securities trade, M&A transaction, tender offer, personal-dealing matter, information transmission, trading recommendation, disclosure decision, internal investigation or other matter. In particular, the principal 2026 amendments expanding the tender-offer insider perimeter and revising related administrative monetary penalties have been enacted and promulgated but are not yet in force as of October 6, 2026. Whether a person is a company insider, tender-offer-related person or first-tier information recipient; when a material fact or tender-offer fact arises; whether statutory publication has occurred; whether an exemption applies; and the application of administrative monetary penalty, criminal, TSE disclosure or Fair Disclosure rules depend on the person’s status, information route, contractual relationships, degree of transaction development, trading conduct, timing, relevant securities and other facts. Specific matters should be assessed under the laws, implementing regulations, exchange rules and current official guidance in force at the relevant time.