The Form Asks for Five Years

Start with the cover. Rigaku Holdings Co., Ltd. — EDINET filer E39892 — submitted its annual securities report on March 24, 2026, covering its fifth fiscal year, January 1 to December 31, 2025. The company was incorporated on December 7, 2020, so the count is not a convention: there have been five fiscal years, and the first of them, a note explains, ran 12 months and 25 days. The report's opening schedule, the table of key management indicators for the filing company, runs five columns, one per fiscal year. This filing is the rare case where the table and the filer are the same age.

The indicators arrive in two tables. The parent-company table covers all five periods, on Japanese GAAP. The consolidated table covers four — periods 2 through 5, December 2022 through December 2025 — under IFRS, with a note stating, in substance, that the company has prepared IFRS consolidated statements from its third period and presents second-period IFRS indicators alongside. A five-column format, a four-column answer, and a footnote carrying the difference.

The fourth-period report was filed March 27, 2025. It prints the parent-company table across four columns — periods 1 through 4, December 2021 through December 2024 — and the consolidated table across three, periods 2 through 4. Its IFRS note reads, in substance: the company has prepared IFRS consolidated statements from its third period, and presents second-period IFRS indicators alongside. A four-column format, a three-column answer, and a footnote carrying the difference.

Where a figure cannot exist, the convention is a dash, and each dash has a note. Take the parent-company table. Price-earnings ratio: dashed in periods 1 through 3, because the shares were unlisted. Diluted earnings per share: dashed in periods 1 through 3, because, per the note, the shares were unlisted and the average share price during the period could not be obtained. Total shareholder return: dashed in periods 1 through 4. Highest and lowest share price: dashed through period 3, and the listed-period figures carry their own boundary — nothing before the October 25, 2024 listing is shown. Return on equity is dashed in periods 1 and 2 for a different reason entirely: net losses. The consolidated table, which starts one period later, dashes its own price-earnings ratio in periods 2 and 3 — unlisted again.

The parent table also contains two revenue lines that never coexist. "Net sales" reads ¥916 million (US$5.59 million), ¥3,448 million (US$21.05 million) and ¥4,360 million (US$26.62 million) for periods 1 through 3, then dashes for periods 4 and 5. "Operating revenue" reads dashes for periods 1 through 3, then ¥6,751 million (US$41.21 million) and ¥6,750 million (US$41.21 million). The note explains that the company is a pure holding company and renamed the line from period 4 to show the substance of its business more clearly. One activity, two labels, and the dash marks whichever label is not in service.

The fourth-period parent table carries its own dashes. Price-earnings ratio was dashed in periods 1 through 3 and carried a figure in period 4; diluted earnings per share the same, under a note that the shares were unlisted and the average share price during the period could not be obtained. Return on equity was dashed in periods 1 and 2 for net losses, and read 4.0% and 5.0% in periods 3 and 4. Highest and lowest share price were dashed through period 3, period 4 being the only column with figures. Total shareholder return was dashed in every column the table had — periods 1 through 4, the whole line, and the comparison index with it. The two revenue lines had already crossed: net sales ¥916 million (US$5.59 million), ¥3,448 million (US$21.05 million) and ¥4,360 million (US$26.62 million) for periods 1 through 3, then a dash; operating revenue dashed for periods 1 through 3, then ¥6,751 million (US$41.21 million), under a note about the pure holding company and the renamed line.

Then the form asks for corporate history, and the five-year-old filer opens its history section in December 1951. The report states the logic in one sentence: the Company was established in December 2020 for the purpose of acquiring Rigaku Corporation, but since Rigaku Corporation was established in December 1951, the chronology starts there — with Rigaku Denki K.K., set up in Yurakucho, Chiyoda-ku, Tokyo.

The filer's own portion of that chronology takes three lines. December 2020: Atom Investment, L.P. establishes Atom Holdings K.K. in Marunouchi. March 2021: Atom Holdings acquires a majority of Rigaku Corporation's shares and renames itself Rigaku Holdings. April 2021: a share exchange makes Rigaku a wholly owned subsidiary. The history section names Atom Investment, L.P. and leaves it at that; who runs Atom is stated later in the document, in the officer section, and this article will get there.

The rest of the five years is reorganization: corporate functions moved up to the holding company in October 2021, overseas subsidiary holdings moved across by absorption-type split in January 2022, and operations, finance and HR consolidated globally in July 2023, under an arrangement the registration statement calls "Global One Rigaku," adopted that month. Then, October 25, 2024: listing on the Tokyo Stock Exchange Prime Market.

None of that chronology is new to the fifth report. The fourth-period report opens its history in December 1951 with Rigaku Denki K.K. in Yurakucho, set up to make and sell domestically produced X-ray equipment; it carries the same note that the company was established on December 7, 2020 and that the first period ran 12 months and 25 days; and it lists the same three reorganizations — corporate functions moved to the holding company in October 2021, overseas group holdings moved across by absorption-type split in January 2022, and the July 2023 reorganization giving the holding company global charge of business, elemental research and development, production and other operations, finance and accounting, and HR. The form asks for the same things each year, and these answers were already written.

A word about codes. The Securities Code Council, the numbering body within Japan Exchange Group, began assigning securities codes containing letters in January 2024, to increase the number of assignable codes as the remaining stock of four-digit numbers ran down. Letters go in the second digit, the fourth, or both; 19 capitals are used, excluding B, E, I, O, Q, V and Z; assignment started at 130A, with the fourth-digit letter fixed and the other digits counting upward. A letter in a code is therefore a date: it marks an issuer numbered in or after January 2024. This filer listed in October 2024, ten months into the lettered era. Its securities code does not appear in the verified lines this article is permitted to quote — the record here identifies the company as filer E39892 and stops at that — which is, in its way, one more dash.

The listing itself, per the September 2024 registration statement, involved no new shares: the offering-terms section reads "not applicable." What was sold was existing stock — 89,128,000 shares in total, split between a domestic tranche of 37,879,400 (Atom Investment, L.P. 19,035,500; Akira Shimura 18,843,900) and an overseas tranche of 51,248,600, plus an over-allotment of up to 13,369,200, bookbuilt off an assumed price of ¥1,230 (US$7.51). The sums check: the two named domestic sellers add to the domestic tranche, and the tranches add to the total.

Atom's trail continues in an initial large shareholding report whose reporting obligation arose on October 25, 2024 — the day the stock listed: 105,328,100 shares, a holding ratio of 46.76% against 225,268,600 shares outstanding. The filer identifies itself as a Cayman Islands limited partnership at Walkers Corporate Limited, George Town. Purpose of holding: pure investment. Material proposal activity: none. By December 31, 2025, the major-shareholder table in the fifth-period filing shows 95,140,800 shares, or 42.08% of shares outstanding excluding treasury stock.

Between those two points there is a third. Atom filed a change report on November 26, 2024, for a reporting obligation dated November 22: 95,140,800 shares, a holding ratio of 42.23% against the 225,268,600 shares the form enters as the total issued, down from the 46.76% of the previous report. The share count is the same 95,140,800 the fifth-period filing shows at December 31, 2025; the two ratios differ because the denominators do, and the corporate governance report states the later denominator in words — 230,375,000 shares outstanding less 4,304,101 treasury shares, which is 226,070,899. The change report's 60-day table lists two off-market disposals, 70,284,100 shares on October 25, 2024 and 10,187,300 on November 22. The report gives its filing reason as a decrease of one percentage point or more together with a change in a material contract concerning the securities, and records a transfer-restriction undertaking running from October 17, 2024 to April 22, 2025 and a share-lending and greenshoe arrangement over 10,542,600 shares. The partnership itself was established on August 25, 2020, three and a half months before the December 7, 2020 incorporation of the company whose shares it reports.

Which brings us to the foreign-ownership line. The ownership-by-category table as of December 31, 2025 shows foreign corporations and similar entities with 1,455,397 units and foreign individuals with 370 units, out of 2,303,502 units in total (one unit is 100 shares). The printed percentages are 63.17% and 0.02%, which sum to 63.19. Divide the combined unit counts directly — 1,455,767 over 2,303,502 — and the result is 63.20%. Divide the non-individual line alone — 1,455,397 over 2,303,502 — and it is 63.18%, one hundredth above its own printed figure. The filing states neither its rounding convention nor the denominator behind the printed percentages, so the source of the 0.01-point differences cannot be determined from the document; both the printed and the computed figures are reported here, side by side, as such.

Before the listing, the same statistic was simpler. The registration statement's ownership table as of August 31, 2024 put foreign entities at 77.96% of units — and the same document states Atom's own holding at 77.96%. The foreign-ownership figure and a single limited partnership were, to two decimal places, the same number. As of end-2025 the category stands at 63.19–63.20% while Atom alone is 42.08%; the two figures sit on different denominators — the category table counts all units including treasury shares, the shareholder table excludes treasury stock — so the non-Atom foreign holding cannot be produced by simple subtraction, and this article will not produce it.

The document connects Atom to its manager in the officer section, in a sentence about outside director Takaomi Tomioka: Atom Investment, L.P. is managed entirely by Carlyle; Tomioka is Japan co-head and managing director of Carlyle Japan LLC; and this, the report states, does not constitute a direct interest between the director individually and the Company. The risk section notes the possibility of interests diverging between the large shareholder and minority shareholders, and the arrangements set against it: four of seven directors are independent outside directors, and independent outside directors form the majority of the nomination, evaluation and compensation committee.

The exchange's form asks in its own boxes and gets the same answers. The corporate governance report last updated March 26, 2026 states the same three things: Tomioka is not designated an independent officer because he is seconded from Carlyle, which manages the entire holding of Atom Investment, L.P., stated there as 42.08%; he is Japan co-head and managing director of Carlyle Japan LLC; and no direct interest exists between the director individually and the Company. The same form counts seven directors, five outside, four of them designated independent, and a nomination, evaluation and compensation committee of five — one inside director and four outside, three of them independent. Two of its fields hold dashes. Controlling shareholder, excluding a parent company: a dash; parent company: none. And the section addressed to companies that have one — the policy on protecting minority shareholders in transactions with a controlling shareholder — prints a dash as well.

The stock-option section preserves the private-equity era in amber, reprinted series by series as the form requires. For the fourth through sixth series, options vest in fifths over five years, and exercise is gated on defined events — a Listing Exit, a Drag Exit or a Tag Exit. The Drag Exit is written by reference to Atom Investment, L.P. transferring its shares, and on a Drag Exit, unvested options vest in full; the Tag Exit keys off the transfer of the covered shares, with the exercisable count scaled to the proportion transferred. The registration statement describes the same fifths-and-exit-gate mechanics for the second through fourth series. The first series carries an exercise price of ¥254 (US$1.55), which was ¥50,800 (US$310) until the 200-for-1 stock split of July 11, 2024 converted pre-IPO option arithmetic into listed-market denominations.

The options are also current arithmetic. By December 31, 2025, 25,532 of them had been exercised, adding 5,106,400 shares — dilution of 2.21% against 230,375,000 shares outstanding. The unexercised remainder, 11,594 options over 2,318,800 shares, works out to 1.0% if fully exercised.

The option ledger has a prior-year balance. At December 31, 2024 the fourth-period report states 37,126 options, 5,470,154 dilutive potential shares and a dilution rate of 2.4% against 225,268,600 shares outstanding — a measure of full exercise, not of shares already issued. Series by series a year earlier: first series 26,050 options over 5,210,000 shares at ¥254 (US$1.55), exercisable to October 14, 2031; second series 1,572 over 314,400; third 1,164 over 232,800; fourth 4,568 over 913,600. The exit gates are in the annual report too, not only in the registration statement: for the second through fourth series it records the five vestings of a fifth each and exercise keyed to a Listing, Drag or Tag Exit, with the vesting runs dated February 28, 2022 to February 28, 2026 for the second series and October 31, 2022 to October 31, 2026 for the third and fourth. The company's own call rights are not uniform across the three: the second and fourth series may be acquired for no consideration, the third at the lower of the amount paid for the option and its fair value.

Underneath the holding structure is an operating business, reported as a single segment — manufacture and sale of scientific instruments — across the company and 18 consolidated subsidiaries. Fiscal 2025: revenue ¥94,193 million (US$575.0 million), up 3.9%; operating profit ¥16,709 million (US$102.0 million), down 9.0%; profit attributable to owners of the parent ¥11,401 million (US$69.6 million), down 16.3%.

The balance sheet still records the acquisition financing. Borrowings total ¥55,556 million (US$339.2 million), which the report states is 62.8% of equity of ¥88,396 million (US$539.7 million); the bulk relates to an LBO loan connected to the Carlyle-related investment, with covenants the report spells out — no recurring-basis loss in two consecutive years, and consolidated net assets kept at 75% or more of the prior year's. Goodwill stands at ¥51,876 million (US$316.7 million), 28.0% of total assets of ¥185,209 million (US$1,130.7 million); no impairment was recorded in 2025.

A year earlier those lines read differently. Fiscal 2024: revenue ¥90,652 million (US$553.4 million), up 13.5%; operating profit ¥18,367 million (US$112.1 million). Borrowings then totalled ¥55,388 million (US$338.1 million), which the fourth-period report states is 67.7% of equity of ¥81,769 million (US$499.2 million), all of the interest-bearing debt at floating rates; goodwill stood at ¥51,710 million (US$315.7 million), 29.12% of total assets, with no impairment recorded in 2024. Across the year the borrowings moved ¥168 million (US$1.03 million) and the goodwill ¥166 million (US$1.01 million); the ratios moved because the denominators did. The earlier report prints its goodwill ratio to two decimals and the later one to one. The consolidation moved by one company: the results announcement lists a single addition for 2025 and, in the removals column, a dash.

And the filer now does listed-company things. Dividend policy: around 30% of consolidated profit. An interim dividend of ¥9.40 (US$0.057) per share, ¥2,155 million (US$13.2 million) in total, and a year-end ¥9.40 (US$0.057), ¥2,125 million (US$13.0 million), resolved March 3, 2026. A buyback ran from August to December 2025: 4,284,500 shares for ¥3,999 million (US$24.4 million), cancelled on February 13, 2026.

The buyback lets the report's numbers be checked against each other. Shares outstanding: 230,375,000 at December 31, 2025; 226,284,300 at the filing date. Subtract the cancelled 4,284,500 and the result is 226,090,500 — 193,800 shares short of the filing-date figure. The option tables supply the rest: between year-end and February 28, 2026, three series show bracketed declines of 296, 125 and 548 options — 969 in all, at 200 shares per option, exactly 193,800 shares issued on exercise. The columns balance to the share.

The company had already published both sides of that subtraction. A notice dated January 28, 2026 gives the board resolution, sets February 13 as the scheduled effective date of the cancellation rather than the date of the decision, and prints the counts on either side: 230,375,000 shares outstanding and 4,304,101 treasury shares at December 31, 2025; 4,284,500 to be cancelled, 1.86% of the pre-cancellation total; and, expected after, 226,090,500 shares and 19,601 treasury shares — the same 226,090,500 the subtraction produces. The notice also states that the number cancelled equals the number acquired under the August 7, 2025 board resolution. The results announcement of February 13 puts the post-cancellation count at 226,172,900, excluding shares issued on exercise between February 1 and the cancellation date. A year earlier there was nothing to bridge: the fourth-period report prints 225,268,600 shares outstanding at the fiscal year end and 225,268,600 at the filing date, the same number twice.

Five columns, five fiscal years, and a set of dashes marking precisely where a listed-company form met a company that had not yet been one. This is the only year in which the two are the same age.

Conversion note: all yen amounts in this article are converted at ¥163.8 = US$1, the rate retrieved from the source below on 24 July 2026 as published by TradingEconomics, applied uniformly to all periods regardless of date. Converted figures keep the significant digits of the original yen disclosure. Ratios, percentages, share counts and unit counts are not converted.