The Occasions That Rang

Twelve reports carried the same sentence. 「当社の主要株主に異動がありましたので、金融商品取引法第24条の５第４項及び企業内容等の開示に関する内閣府令第19条第２項第４号の規定に基づき、本臨時報告書を提出するものであります。」 There has been a change in the Company's major shareholders, and so, pursuant to Article 24-5, paragraph 4 of the Financial Instruments and Exchange Act and Article 19, paragraph 2, item 4 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, the Company submits this extraordinary report. Eleven companies filed it between 5 and 13 August 2026, Marvelous (7844) twice, and it turned up on each of the six days in that stretch on which anything was filed at all. 当社 — the Company — stands in for the name, so within that sentence the cover page is the only place the filer is named. What follows it, 報告内容, is different in every one of the twelve. Translations throughout are mine, from the Japanese as printed.

Two more reports differ by a keystroke. ACCESS (4813), filing 5 August, prints the same words without the comma before 本臨時報告書. Metal Art (5644), filing 7 August, writes 金融商品取引法24条の５第４項, the article number bare where the others print 第 in front of it, and closes 提出するものです rather than 提出するものであります. Fourteen reports, one occasion, six filing days, and very nearly one sentence.

The 臨時報告書, the extraordinary report, is what a company under continuous disclosure files when one of an enumerated set of things happens to it. The set lives in Article 19, paragraph 2 of that ordinance, and it has forty-four members. The plain numbers run 第一号 to 第二十一号, and twenty-three branch items sit under them — 第二号の二, 第四号の二 through 第四号の四, 第九号の二 through 第九号の四, 第十二号の二 through 第十二号の五, and the rest — each with its own trigger. Every report names the number it is answering, under the heading 提出理由: reason for submission.

提出理由 is free prose, not a form, so counting takes a rule about what a citation looks like. Mine accepts 第19条第2項第N号, or 同条第2項第N号 where the article has already been named in the sentence; it reads the branch suffix as part of the label, so that 第二号の二 is never filed under 2; and it follows 及び, 並びに and the enumerating comma to whatever numbers trail the first one. 第N号 on its own is not enough, because it also collects 第○号議案 — agenda item N of a shareholders' meeting. Everything counted below is what that rule read out of the 提出理由 field, document by document. It is a count of what the extraction could resolve, which is not the same object as a count of what the reports printed.

I pulled the EDINET index a day at a time, before noon on 13 August, and counted each whole day rather than sampling. It returned 139 documents of type 180 under the name 臨時報告書 for 5 through 13 August 2026. Nine calendar days, three of them empty: 8 and 9 August were the weekend, 11 August was Mountain Day. The days are nothing like flat — 17 on the Wednesday, 32 on the Thursday, 51 on the Friday, 24 on the Monday, 13 on the Wednesday, and 2 on the 13th, which was still taking filings while I read it. Five of the six filing days had closed by then: 137 documents, 27.4 a day. The 2 is a mid-morning reading of a day with hours left in it, and anyone who runs this rule later will get a larger number for the 13th and a larger total.

Twenty-one of the forty-four occasions were cited. The 139 documents produced 161 citations, because 20 of them named two numbers and one named three. Every document's number or numbers came out identified. The reason line itself is in hand for 135 of the 139, and for the other four the field came through my extraction empty. I opened all four. Each prints its reason under the heading where the form says it will, which makes the emptiness mine.

The count, in the ordinance's own labels. 第二号の二: 43. 第十九号: 28. 第十二号: 23. 第四号: 20. 第三号: 12. 第八号の二: 9. 第四号の四 and 第九号の四: 5 each. 第一号, 第九号 and 第九号の二: 2 each. Then ten labels once apiece — 第二号, 第四号の二, 第七号, 第七号の三, 第八号, 第十号, 第十二号の二, 第十二号の三, 第十二号の四, 第十六号 — ten citations spread across eight documents, two of which hold two singletons each. Both of the documents on the unclosed last day cite 第四号.

The three largest labels take 94 of the 161 citations, 58.4%. The largest alone takes 26.7%. The ten singletons take 6.2% between them. Twenty-three of the forty-four drew no citation in this reading, which is a statement about nine days of filings rather than about the ordinance: an occasion that did not happen, an occasion that happened at a company outside this population, and an occasion that happened and will be reported next week are indistinguishable from a count of citations.

The number cited most is not one of the famous ones. 第二号の二 covers solicitations to acquire or to sell shares or share-acquisition rights that need no registration under Article 4, paragraph 1, item 1 of the Act, where the total issue or sale price is ¥100 million (US$611,000) or more and a board, a shareholders' meeting or a decision of like kind has resolved on it. The disclosure list inside the item contemplates 信託, delivery through a trust, and 持株会契約, the employee shareholding association contract. So does the traffic. Across the 40 excerpts I hold of the 43 — each cut at the first 260 characters of the whitespace-collapsed field, so these are floors, not totals: 信託 appears in 20; 株式報酬, share-based remuneration, in 17; 譲渡制限付株式, restricted stock, in 15; 持株会 in 11; 株式給付, share delivery, in 10; 業績連動, performance-linked, in 9. 取締役, director, appears in all forty.

Eleven of the forty-three carry the same purpose clause: eight of the excerpts print 株価下落リスクまでも株主の皆様と共有, one more prints it past where my excerpt stops (Yamaguchi Financial Group, 8418), and so do two of the three reports whose reason field I had to open the PDF to read. Premium Water Holdings (2588), filing 12 August, resolved that day on the rules of a performance-linked share-remuneration plan for directors — audit and supervisory committee members and outside directors excluded — and executive officers; the printed reason gives the purpose as making the link between that pay, the company's results and its share value clearer, and as having the recipients carry not only the benefit of a rise but the risk of a fall alongside shareholders. Kuriyama Holdings (3355) filed twice on 6 August under this number. One of the two records monetary claims totalling ¥155,520,000 (US$949,451) granted to group employees who belong to the company's shareholding association, which contributes the claims in kind against shares of the company's own stock — a maximum, the report says, worked out as though all 639 employees who could join do.

第十二号 and 第十九号 are the same kind of event measured against two sets of accounts. Item 12 asks whether an event materially affects the financial position, results of operations and cash flow of 提出会社, the filing company, and fixes materially at an effect reaching 3% of net assets at the last year-end and 20% of average net income over the last five years. Item 19 asks it of 当該連結会社, the consolidated companies, against consolidated net assets and the five-year average of profit attributable to owners of the parent. Twenty-three reports cite 12, twenty-eight cite 19, sixteen cite both. That is 35 documents, and it is why adding label counts never yields a count of documents.

Thirty-one of those 35 open with the same clause as far as …の財政状態、経営成績及びキャッシュ・フローの状況に著しい影響を与える事象が発生, and then split four ways on the verb: 発生いたしましたので in 20, 発生したため in 8, 発生しましたので in 2, and, at Oi Electric (6822) on 5 August, 発生する見込みとなりましたので — an event expected rather than one that occurred, where the item's own trigger reads 事象が発生した場合. Eighteen name a group, in five spellings: 当社グループ, 当社及び当社グループ, 当社および当社グループ, 連結会社, 当社の連結会社. Of those eighteen, nine cite both numbers and nine cite 19 alone. Thirteen name only 当社, the Company: seven cite 12 alone, five cite both, one cites 19 alone. The one is Uchiyama Holdings (6059), filing 12 August, whose report puts the effect in the consolidated statements — a deferred tax asset recognised at a consolidated subsidiary — which is the set of accounts item 19 measures against. Healios (4593), the same day, writes 連結会社の and also cites 19 alone; Monstarlab Inc. (5255), the same day again, writes 当社及び当社グループの and cites both. Which number a report owes is a question about two thresholds and two sets of accounts, and across these 31 the subject of the sentence above the citation does not travel with the answer. The remaining four sit outside that sentence one way or another: one writes 事象がありましたので where the rest of the thirty-one write 事象が発生—, one lists 財政状態および経営成績 without the cash flow, one opens with non-operating income booked in a quarter, and one opens with quarterly consolidated statements published under United States securities law.

第四号, the major-shareholder change, took 20 of the 139, and twelve of those are the sentence at the top of this piece, character for character, with the two near-misses of the second paragraph beside them. Five of the remaining six name a transaction inside the line. MEEQ Inc. (332A), filing 13 August, describes a board resolution of 12 August and an off-auction purchase of its own shares on the Tokyo Stock Exchange — ToSTNeT-3 — executed on the 13th, 伴い, in connection with which the change in major shareholders arose. Logos Holdings Inc. (205A), filing 12 August, describes a secondary offering resolved by its board on 27 July, by way of purchase and underwriting by the underwriters and by way of over-allotment. One of the twenty is written forward rather than back — 主要株主に異動が見込まれますので, a change in major shareholders is expected — which the item also covers, since it is triggered by the decision as well as by the fact. The sixth of the six writes 当社において、主要株主の異動がありますので and stops.

第四号の二 and 第四号の四 sit beside item 4 and are not it. The single 第四号の二 report is a board deciding to approve a demand, notified to it under Article 179-3, paragraph 1 of the Companies Act by a special controlling shareholder, that the remaining shares be sold across. The five 第四号の四 reports convene shareholders' meetings to consolidate shares: 990,000 into one, 1,200,000 into one, 2,333,576 into one, 3,377,178 into one, and at Nippon Sheet Glass (5202) on 12 August, 122,222,222 into one. Four of the five print the ratio in the reason line; Oricon (4800), filing 7 August, prints it further down, under 株式併合の割合. The branch applies 当該株式の併合により当該提出会社の株主の数が二十五名未満となることが見込まれる場合に限る — only where the consolidation is expected to leave the company with fewer than twenty-five shareholders — a condition the ordinance writes into the trigger, and not a purpose read off any filer. Round the branches onto the trunk and the count reports twenty-six changes of major shareholder where it recorded twenty.

On 6 August, Renesas Electronics (6723) filed two extraordinary reports. One cites 第19条第１項及び同条第２項第１号 and describes a disposal of treasury shares to 55 employees of overseas subsidiaries, retirees included, against the in-kind contribution of monetary remuneration claims under a post-delivery share plan. That report puts the total disposal value at ¥420,863,688 (US$2,569,375) and the expenses of the disposal at ¥200,000 (US$1,221), and on the line for money paid in it prints a dash, since the consideration is the claims themselves. The other cites the same paragraph and 第２号, and describes the decision to grant restricted stock units to employees of overseas subsidiaries under the same plan. Item 1 is an offering or secondary offering of ¥100 million (US$611,000) or more begun 本邦以外の地域において, outside Japan; item 2 is a ¥100 million (US$611,000) issue of the filer's own securities acquired 募集によらないで, otherwise than by way of one. Item 1 drew two citations here and item 2 one, and two of those three came from the same filer on the same day about the same plan. DMG Mori (6141), filing 12 August, is the other item 1: a board resolution that day on an issue of common shares by way of an offering in overseas markets centred on Europe and Asia, the United States and Canada excluded.

One report cites three numbers. Sharp (6753), filing 7 August, resolved a reorganisation that day and signed absorption-type merger and absorption-type split agreements, and cites 第19条第２項第３号、第７号及び第７号の３ — the parent-and-specified-subsidiary item, the split item and the merger item, the last two carrying their own thresholds in assets and in sales. Its 提出理由 is one of the four my extraction returned empty; the three numbers stand in a single clause of the PDF, joined by an enumerating comma and an 及び, which is the shape the rule had to learn to read to the end.

The statutory hook came out at 138 of 139 once full-width and kanji numerals were pushed to Arabic before matching. The one that did not match is Metal Art, from the second paragraph, whose citation reads 金融商品取引法24条の５第４項. It is hooked to Article 24-5, paragraph 4 like the rest; the 第 my normalisation wanted is not in front of it. Within the 139 read here the hook is unanimous, and the exception belongs to the matcher.

This table has been built three times, once for each way of getting it wrong. The first pass searched for 第N号 and collected 第○号議案 along with the addresses. The second demanded the frame and then rounded every branch item onto its plain number, so that 43 filings under 第二号の二 and one under 第二号 arrived together as an item 2 with 44 — an occasion that did not occur 44 times, because it is not one occasion. The third stopped reading at the first number and dropped whatever followed 及び: sixteen reports citing 第12号及び第19号 were recorded as citing 12 alone, which put item 19 at 12 instead of 28. The numbers in these documents are not scarce. The work is telling which of them are addresses, and then reading the address to the end.

The window holds filings, not events. MEEQ's report records the change on 13 August and reached EDINET the same day. Logos Holdings' records it on 12 August, the day it was filed, on the strength of a board resolution it dates 27 July. Nippon Sheet Glass files on a board resolution it dates 24 March, because 第四号の四 fires on the decision to convene the meeting and the report is written against that decision. So the 139 are 139 filings inside a nine-day window and not 139 events inside it, and the events behind them sit across a wider and unevenly shaped period. A filing date records when the report arrived, not when the event occurred.

Nine calendar days, six of them filing days, one public holiday, 51 documents on the Friday and a partial 2 on a day that had not finished. That is enough to say what the ordinance's list looked like when it was used in this stretch, and not enough to say what it looks like in a month without a holiday, or in the weeks either side of the annual meeting season. A rate of 27.4 filings per closed filing day is a fact about five days. Whether it is a fact about anything larger takes more weeks, counted the same way, with the same care about which 第N号 is an address and where the address stops.

What remains is the sentence eleven companies wrote. There has been a change in the Company's major shareholders. It arrived on each of the six filing days, twice from one filer, once without a comma and once without a 第, under the same two provisions, because the ordinance had decided in advance that this was one of the forty-four things a company must report when it happens. The occasion cited most in these nine days was a different number, and you have to read it to the second digit.

On currency: four yen figures appear above — the ¥100 million floor written into 第二号の二 and 第二号, the ¥155,520,000 of monetary claims printed in one report, and the ¥420,863,688 of disposal value and ¥200,000 of disposal expenses printed in another — and each is converted at a single standing rate applied to all periods: ¥163.8 = US$1, the rate retrieved on 24 July 2026, for which the daily reference rate is 163.82, from Frankfurter, a dated series blended across central-bank sources, at https://api.frankfurter.app/2026-07-24?from=USD&to=JPY. Significant figures follow the yen as printed. Ratios, percentages, counts of documents and counts of shares carry no currency and are left as they are.