Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026

f-code Inc. | TSE Growth Market：9211

2026.5.15

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜

f-code inc. ｜ Security code：9211 ｜ p 0

Financial Highlights for Q1 FY2026

 Q1 FY2026 delivered revenue of ¥3.90 billion (approx. 1.6× YoY) and operating profit of

Business

¥780 million (approx. 1.4× YoY).

 Strategic investments in business and talent are accelerating as we progress toward the FY2027 operating profit target of ¥5.0B.

M&A Value-Up

M&A

 In Q1 FY2026, three acquisitions were executed with a total investment of approx. ¥1.4 billion, contributing approx. ¥0.6 billion in operating profit on a full-year basis. In Q2 FY2026 to date, one additional acquisition has been completed with a total investment of approx. ¥430 million, contributing approx. ¥60 million in operating profit on a full-year basis.

 Strengthening our organization by adding

Finance財務財務

• All M&A transactions were (or are planned to be) , and we remain focused on securing additional borrowing capacity.

Finance財務財務  approach, existing-business growth progress, and governance policy. Under this model, we estimate that 50% annual profit growth is achievable through debt-driven M&A (reiterated).

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 1

Contents

01 Q1 FY2026 Results and Full-Year Forecast Progress

02 M&A, Finance, and Growth Model

03 Business Overview and Business Model

04 Topics

05 Mid-Term Management Plan (Reiterated)

06 Q&A

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜

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Financial Highlights | Summary of Q1 FY2026

Revenue : ¥3.90 billion (approx. 1.6× YoY) / Operating profit : ¥780 million (approx. 1.4× YoY) Achieved strong and sustained growth in both revenue and operating profit.

	FY2025 Q1 Result	FY2026 Q1 Result	YoY (Unit: Millions of yen)
Sales Revenue	2,416	3,904	161.6%
Operating Profit	566	785	138.6%
Profit before tax	534	742	138.9%
Profit attributable to owners of parent	320	460	143.7%

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code}

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Reiterated Forecast for FY2026 | Trends in Sales Revenues, Operating Profit, and EPS

Approximately 22x sales growth, 21x operating income growth, and 11x EPS growth in the first 5 years after listing.

Sales Revenues and Operating Profit and EPS

(Unit : Millions of yen) (Unit : Millions of yen) (Unit : yen)
Sales Operating
EPS
Revenues Profit
155.6
3,300
Approx. Approx.
Approx.
22-fold growth 14,500 21-fold growth 11-fold growth
in 5 years in 5 years in 5 years
121.0
2,277
11,937
1,328 72.1
46.5
5,130
644
2,482
13.4
660 1,071 160 131 8.4
FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026
(Forecast) (Forecast) (Forecast)

• In the first and third quarters of FY2023, the first quarter of FY2024, and the first quarter of FY2025, the Company finalized the provisional accounting treatment related to business combinations. Accordingly, the figures for FY2022, FY2023, and FY2024 reflect the finalized accounting treatment

• Figures for FY2021 are presented based on Japanese GAAP.

• For FY2021 EPS, due to the significant impact of temporary differences arising from past tax loss carryforwards, adjusted profit (tax rate applied to profit before tax) and adjusted EPS are used.

• EPS figures for FY2021 and FY2022 are based on Japanese GAAP.

• Share counts for all fiscal years assume the 2-for-1 stock split effective April 1, 2024, applied retroactively.

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code}

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Reiterated Forecast for FY2026

Operating profit increased by +40.8% driven by growth in existing businesses and the expansion of cross-sell synergies. With several previously front-loaded investments entering the recovery phase, we expect a significant improvement in operating profit margin.

(Note: The results of AI ONE Inc., announced on February 10, 2026 and scheduled for transfer on February 24, as well as the
impact of future M&A, are not reflected at this time.) (Unit：Millions of yen）
FY2025 FY2026 Forecast
Results Forecast Variance
Sales Revenue 11,937 14,500 +21.5%
Operating Profit 2,274 3,300 +45.1%
Profit before tax 2,068 3,000 +45.0%
Profit attributable to
1,427 1,900 +33.1%
owners of parent

• The acquisition of AI ONE is expected to expand medium- to long-term earnings opportunities by strengthening our AI-related education business and enhancing collaboration with our corporate DX support business. As post-acquisition performance requires further assessment, the impact is not included in the FY2026 full-year forecast. We will disclose appropriately if a material impact on consolidated results is identified.

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p

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Reiterated Forecast for FY2026 ｜By business domain

Existing-business momentum is expected to deliver 40%+ profit growth, excluding future M&A and the AI ONE acquisition (announced Feb 10, 2026).

(Unit: Millions of yen)
Prior-year M&A full-year
contribution
¥207 million
HQ cost increase
Business growth ¥97 million FY2026 Profit
contribution Increase
¥916 million ¥1,025 million
Profit growth rate
approx. 35%
FY2026
Operating Profit
¥3,300
FY2025
Profit growth rate 40％~ million
Operating Profit
¥2,274
million

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 6

Progress of Full-Year Forecasts for FY2026 (As of 1Q)

Revenue is progressing steadily.

Operating-profit progr Full-year forecast to b	ess is 23.8% due toupfr e achieved through Q2+	ont AI/Tech investm progress.	ents, remaining withi	n expectations. (Unit: Millions of yen)
	FY2026 Full-year forecast	FY2026 Q1 Actual	As of 1Q Progress rate	(Reference) YoY
Sales Revenue	14,500	3,904	26.9%	161.6%
Operating Profit	3,300	785	23.8%	138.6%
Profit before tax	3,000	742	24.7%	138.9%
Profit attributable to owners of parent	1,900	460	24.3%	143.7%

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 7

Reiterated Forecast for FY2026 ｜By business domain

Both the Marketing & School and AI & Technology domains are expected to continue growing, with business profit projected to rise to approximately 1.2x and 1.6x, respectively.

(The former “Marketing domain” has been redefined and disclosed as the “Marketing & School domain” to reflect the actual business structure.)

(Unit: Millions of yen)

	FY2025	Composition Ratio	FY2026 Forecast	Composition Ratio	YoY
Sales Revenue	11,937	100.0%	※1 14,500	100.0%	121.5%
Marketing&School domain	7,103	59.5%	7,820	53.9%	110.1%
AI・Technology domain	4,834	40.5%	6,680	46.1%	138.2%
Operating profit*1	2,925	100.0%	4,050	100.0%	138.4%
Marketing&School domain	1,970	67.4%	2,400	59.3%	121.8%
AI・Technology domain	955	32.7%	1,650	40.7%	172.8%
Common costs*2	(652)	--	(750)	--	114.9%

*1 Profit obtained by deducting the cost of sales and SG&A expenses from the revenue of each business segment.

• *2 Expenses that are common to each business segment.

*3 The treatment of Smart Contact Inc. has been reclassified from the Marketing domain to the AI & Technology domain from FY2026 onward to better reflect the actual business structure. Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p

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Progress of Full-Year Forecasts for FY2026 (As of 1Q) | By Business Domain

Revenue and business profit in the Marketing & School domain are progressing steadily. Business-profit progress stands at 23.9% due to upfront investments to expand key products in the AI & Technology domain, remaining within expectations.

	FY2026 Forecast	Composition ratio	FY2026 1Q progress	Composition ratio (Un	Progress it: Millions of yen)
Sales Revenue	14,500	100.0%	※1 3,904	100.0%	26.9%
Marketing&School domain	7,820	53.9%	2,297	58.9%	29.4%
AI・Technology domain	6,680	46.1%	1,695	43.4%	25.4%
Operating profit*1	4,050	100.0%	968	100.0%	23.9%
Marketing&School domain	2,400	59.3%	650	61.1%	27.1%
AI・Technology domain	1,650	40.7%	317	38.9%	19.3%
Common costs*2	(750)	--	(182)	--	24.3%

• *1 Profit obtained by deducting the cost of sales and SG&A expenses from the revenue of each business segment.

• *2 Expenses that are common to each business segment.

*3 The treatment of Smart Contact Inc. has been reclassified from the Marketing domain to the AI & Technology domain from FY2026 onward to better reflect the actual business structure. Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p

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Contents

01 Q1 FY2026 Results and Full-Year Forecast Progress

02 M&A, Finance, and Growth Model

03 Business Overview and Business Model

04 Topics

05 Mid-Term Management Plan (Reiterated)

06 Q&A

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜

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Reiterated Funding–Investment–Growth Cycle

Conducted two public equity offerings within three years of listing, achieving a +100% growth pace. Even without additional equity financing, profit growth of +50% is achievable through debt funding backed by operating profits.

Three-Year Post-IPO Funding & Growth Cycle FY2025+ Investment and Growth Cycle
Debt
Debt
Financing
Financing
Execution of
Profit Growth
Equity M&A and
Financing 100％~ other
investments Profit Growth
Profit
50％~ Execution
Expansion
Profit of M&A and
Expansion Corporate
other
Corporate Value
Value investments
Enhancement
Enhancement
Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜ Copyright@f-code ｜ f-code inc. ｜ Security code：9211 ｜ p 11

Reiterated Our Group’s Financial Model

Assuming operating profit is set at 100, approximately 60 in after-tax net profit from existing businesses accumulates as net assets. Based on these incremental net assets, borrowing and M&A investments of around 240—four times the increase in net assets—are considered feasible. With a five-year M&A payback period, even after accounting for additional headquarters and interest costs, calculations indicate that a 50% operating profit growth rate is achievable, assuming 15% growth in existing businesses.

M&A investments based on a payback period of within five years

Further accumulation of net period of within five years assets, enabling the cycle to continue Business Growth Profit Contribution Incremental HQ and Debt financing up to interest costs 15 ~ Profit from four times the Investment M&A Post-Cost M&A Profit ▲12 Current-Period incremental net Capacity 48~ Contribution assets from 36 Operating Profit Actual Borrowing Actual Actual ~ 150 Operating Incremental 240 Operating Operating Profit Net Assets = Profit Profit Profit Growth Rate Net Profit 100 100 100 50％~ 60

＊Values are shown in index format, not in currency terms.

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜

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Our Group’s Financial Model ｜ Breakdown and Safety of Goodwill

Finalized goodwill” accounts for approximately 70% of the total and is expected to be recovered in about 3.2 years based on the latest EBITDA level, indicating a sufficiently secure position (within the 5-year recovery benchmark).

Breakdown of Consolidated BS
After joining the group Goodwill
Payment becomes due if performance
Provisional
significantly improves Goodwill Total Assets Total
(If performance does not improve, the payment ¥31.6 billion Liabilities
obligation is eliminated) ¥5.2 ¥23.9 billion
billion
Finalized
Finalized upon execution of M&A
Goodwill
Goodwill
Recovery expected in approximately 3.2 years
¥15.8 Total
against the current-fiscal-year EBITDA forecast of ¥10.6
billion Capital
approximately ¥3.3 billion billion
¥7.7 billion

*1 Under the M&A agreement, additional consideration is payable only if performance exceeds certain thresholds. Under IFRS accounting, this contingent estimated payment amount is recognized as goodwill. Here, goodwill related to consideration already paid is termed “finalized goodwill,” while goodwill related to expected future consideration is termed “provisional goodwill.”

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 13

Our Group’s Financial Model ｜ Adjusted Equity Ratio

As consideration payable only upon significant performance growth, ¥5.7 billion has been recorded as a liability. The adjusted equity ratio stands at 30.8%. Although this is a decline from the previous report (FY25: 32.5%), the company continues to maintain a level above 30%.

Breakdown of Consolidated BS Goodwill Adjusted Provisional Goodwill Total Assets Total Equity Ratio ¥31.6 billion Liabilities ¥5.2 ¥23.9billion calculated 30.8% excluding billion Other Financial Liabilities ¥5.7 billion Total equity attributable to owners of the Finalized Goodwill Goodwill parent company: ¥7.9 billion ¥15.8

Total Capital ÷ ¥10.6 billion ¥7.7 billion billion (Total assets: ¥31.6 billion - Other financial Equity Ratio ※ liabilities: ¥5.7 billion) 25.3%

• In conjunction with the disclosures in the financial results summary, we have calculated and disclosed the equity ratio attributable to owners of the parent company. Specifically, we have disclosed the ratio obtained by dividing the total equity attributable to owners of the parent company (¥7.9 billion) by total assets (¥31.6 billion).

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 14

Reiterated Return on Funding Cost

Supported by steady growth in our existing businesses, we secured long-term, low-interest financing. As a result, we generated a business return (ROIC: approx. 11%) that significantly exceeds our funding cost (4.8%). Going forward, we will continue to maintain appropriate leverage and consistently create shareholder value through disciplined investment.

Average Interest Rate Calculation

Debt cost: 1.40%, and equity cost estimated at		Interest Expense (IFRS: Financial Liabilities a	t Amortized Cost)（a）	¥0.14B
around 15% (third-party analysis).		Beginning Borrowings（b）		¥7.28B
Equity and debt are weighted at 24.9% and 75.1%. As a result, the WACC is 4.8%.	FY2025	Ending Borrowings（c） Average Borrowing（ｄ：（b＋c）	/2）	¥12.66B ¥9.97B
ROIC is around 11%(third-party analysis).		Average Interest Rate（e：a/d）		1.40％
The EVA spread (ROIC − WACC) is 6.7%,	WACC	(Weighted Average Cost of Capita	l) Calculation
indicating that ROIC significantly exceeds the		Weight	Cost	W×C
WACC. En ith brrin rt nd th t f dbt	Capital	Cost 24.9％	15.0％	3.7％
ve w oowg aes a e cos o e doubling to 2.80%, the WACC stays at 5.8% and	Debt C	ost– Current 75.1％	1.40％	1.1％
the EVA spread remains 5.2%, demonstrating	**WACC **	– Current		4.8％
resilience in an interest-rate upcycle.	Debt C	ost– High Rate 75.1％	2.80％	2.1％
	**WACC **	– High Rate		5.8％

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 15

Reiterated Group Governance Policy-1

We provide acquired group companies with listed-company-level governance, compliance, and corporate functions, while also strengthening their business organizations to enhance long-term sustainability.

Provided Governance and Implementation Flow

Smooth Handover

Corporate & Organizational Strengthening

Business Support

Rigorous Monitoring 100-Day PMI / Governance / Compliance

Corporate Functions Accounting, Finance/ HR/ Legal/ General Affairs

Organizational Strengthening / Talent Support / Succession

Planning

Execution of Value-Up Initiatives (details below)

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Reiterated

Group Governance Policy-2

We lead early risk detection and mitigation, even when acquiring profitable growth companies.

Premises

Potential Risks and Countermeasures

• The M&A target is a profitable company

 The M&A target is a Low reliability of business Hands-on support from f-code(FC)’s dedicated PMI profitable company plans team with extensive experience and expertise KPI frameworks not established or 100-day post-integration plan to quickly identify issues Business  The company not appropriate and drive resolution Limited responsiveness to Close coordination through weekly and monthly possesses future market changes management meetings growth potential Failure to identify or comply with Issues identified during DD and resolved under the applicable laws and regulations leadership of FC’s Legal Department  The founding Lack of an established financial Beyond accounting and closing tasks, all corporate management team closing process functions are supported by FC that led the company's Lack of an established internal FC’s dedicated FP&A team leads the design and Manageme control workflow implementation of the closing process growth continues to nt Control Lack of an established approval and Implementation of a unified, company-wide approval manage it, and authorization workflow and authorization system operational personnel Unaddressed overlapping PMI-dedicated team leads the evaluation and execution businesses across the group of organizational and business restructuring also remain Insufficient talent and Talent acquisition and organizational building driven by organizational development both group-wide and external resources

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 17

Reiterated Group Governance Policy-3

Achieve sales growth and operational efficiency by leveraging the group's scale advantages through cross-selling, integrated sales, joint purchasing, and other initiatives.

	Cross-Selling	Propose services within the group (Gr) to new and existing customers
Sales Increase	Integrated Sales	Analyze customers of each company and make joint proposals to potential customers
Aspect	Shared Sales Channels	Distribute Gr products through existing channels such as sales partners
	Joint Product Development	New product development in progress by combining services between specifc groups
Cost	Group Purchasing	For things like servers, etc., where volume discounts apply, purchase in bulk.
Reduction	Back-Ofce Integration	For small-scale Gr companies, standardize management functions
Aspect	Substitution within the group (cost reduction)	What was ordered outside the group was done within the group.
Cultural	Group Representative Meeting	Representatives gather every quarter to share and discuss short-term and medium- to long-term plans
Match Aspect	IR within the group	IR for all group members at the end of each quarter to ensure everyone is on the same page
	Social gathering	Held as needed within the group, by company or job type, etc.

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 18

M&A
Executive Officers / Leaders
 Former professionals from
megabanks, major M&A
firms, and PE funds
 Over 50 M&A transactions
across buy-side, sell-side,
advisory, and FA roles
Managers
 Backgrounds in major
ERP vendors, consulting
クロスセルfirms, and in-house
consulting divisions of
large corporations
 Expertise in management
and digital operations
Members
 Experience at consulting
firms
 Hold professional
certifications such as CIA
(Certified Internal Auditor)
and ACCA (Association of
Chartered Certified
Accountants)
M&A, Finance, and Growth Model

Head Office Talent with Extensive Experience and Expertise

We continue to recruit and place specialists across key domains essential to group management.

M&A	PMI/Value-Up	HR / General Afairs	Finance / Accounting	InternalControls
Executive Officers / Leaders Former professionals from megabanks, major M&A firms, and PE funds Over 50 M&A transactions across buy-side, sell-side, advisory, and FA roles	Head of Division Management experience at major fabless manufacturers, listed HR companies, and medical manufacturers Contributed to enterprise value enhancement through enterprise sales and M&A	Executive Manager Corporate headquarters and administrative leadership roles at Prime-listed Japanese material manufacturers, IT ventures, and Growth-listed fabless manufacturers	Finance & IR Executive Manager Background in a long-term credit bank; experience in corporate planning, restructuring, M&A, and IPO preparation; recently responsible for finance, accounting, and IR	Head of Internal Audit Office Big Four audit firm background; CPA Outside auditor experience at multiple companies; former full-time Audit and Supervisory Committee Director
クロスセル Managers Backgrounds in major ERP vendors, consulting firms, and in-house consulting divisions of large corporations Expertise in management and digital operations Members Experience at consulting firms Hold professional certifications such as CIA (Certified Internal Auditor) and ACCA (Association of Chartered Certified Accountants)	クロスセル Manager Experience at major advertising agencies, SaaS companies, entrepreneurial management, independent VC investment, and business leadership Manager Experience at major securities firms, consulting firms, and as head of a school business Contributed to business growth in the school business and to enhancing corporate value through M&A.	クロスセル Executive Manager After roles in major HR and financial institutions, served as HR Head at large IT infrastructure companies, startup SaaS vendors, and DX strategy consulting firms	クロスセル Finance & Accounting Executive Manager Background in a tax accounting firm; finance and accounting manager roles at multiple emerging listed companies Manager Background as an accounting manager at a subsidiary of a Prime-listed company Served as head of the administrative division at a pre-IPO company	クロスセル Manager Big Four audit firm background; CPA Audited pre- and post-IPO ventures; IPO support and experience as finance & accounting director and deputy division head
	Financial Results for the First Quarter of	｜Co the Fiscal Year Ending December 31, 2026	｜ pyright@f-code f-code	Security code：9211 19 p ｜ ｜ inc.

Internal Controls
Head of Internal Audit Office
 Big Four audit firm
background; CPA
 Outside auditor experience
at multiple companies;
former full-time Audit and
Supervisory Committee
Director
Manager
 Big Four audit firm
background; CPA
 クロスセルAudited pre- and post-IPO
ventures; IPO support and
experience as finance &
accounting director and
deputy division head

Reiterated Target Market for Our Group’s M&A

We execute M&A in a fragmented market characterized by large scale, high growth rates, and a substantial number of attractive acquisition candidates.

Target Market for the F-Code Group

IT Services Market Digital Marketing Market Generative AI Market Online Education Market
2029 2028 2028 2030
¥9.7 trillion ¥0.6 trillion ¥2.8 trillion ¥0.6 trillion
60% 70% 90% 70%
growth growth growth growth
2024 2024 2024 2025
¥7.0 ¥0.4 ¥1.5 ¥0.4
trillion trillion trillion trillion
Sources: IDC Japan, Domestic IT Services Market Spending Forecast: 2024–2029; Yano Research Institute, Digital Marketing Market: Current Status and Outlook 2025; Fuji Chimera Research Institute, 2025
Comprehensive Survey on the AI Market Accelerated by Generative AI/LLM; and xenodata lab., 2030 AI Forecast Report for the Online Education Industry — compiled by our company.

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 20

Developing as a new roll-up theme

Continuing the roll-up strategy along two axes: horizontal expansion of solutions and vertical expansion into specific industries. With Roombox (RBX) joining the group, expanding into the real-estate sector as a new vertical theme alongside the existing horizontal solution expansion.

Horizontal expansion

Vertical

Expansion

Marketing、AI/Technology etc..

Expanding support across industries and sectors

・End-to-end support for DX initiatives, from strategy formulation to implementation

Real-estate

Deepening focus on the real-estate sector School/ Real-estate ・Further supporting clients together Education with RBX. ・Planning to expand into operating businesses by leveraging accumulated know-how.

Successfully expanded into the school/education sector through roll-ups. Leveraging this momentum to enter the real-estate sector, and aiming to expand into additional industries going forward, across both support services and operating businesses.

Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211 ｜ p 21

Roombox Share Acquisition – Executive Summary Disclosed on April 27, 2026

Real estate industry-specialized marketing support, with proprietary SNS that generates over 2,000 inquiries/month, high profit margins via performance-based pricing model.

Consideration for transfer: approx. 430 million yen; assumed annual operating profit: approx. 60 million yen+; net assets: approx. 110 million yen.

Assumed investment recovery period: approx. 5 years.

We aim to drive further business growth through synergies with Group companies engaged in marketing support, including f-code Inc., CRAFT Inc., BINKS Inc., and Zerotus Inc., as well as SNS support companies such as SAKIYOMI Inc., BUZZ Inc., and Realus Inc.

As with the school/education vertical, this enables vertical roll-up in the real estate domain. Beyond horizontal solution expansion, we pursue expansion into additional industries for vertical roll-up beyond education and real estate.

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Introduction - Overview of the Transaction - Disclosed on April 27, 2026

Name of company subject to acquisition: Roombox (hereinafter, RBX) Business: Real estate industry / SNS-specialized marketing support

Overview

Scheduled transfer date: May 15, 2026 (scheduled) Scheme: Share acquisition Acquisition cost: Approx. ¥430 million (acquisition ratio: 85%)

Sales: Approx. ¥320 million + Operating profit: Approx. ¥60 million + *1 Net assets: Approx. ¥110 million (as of previous fiscal year-end)

Forecast

*1: Adjusted operating profit on a normalized earnings basis is calculated by conservatively reflecting cost reductions(such as outsourcing expenses), additional costs expected to be incurred(such as advertising and administrative expenses ), and excluding spot-transaction sales/profit, based on the most recent one-year performance.

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Reiterated Roll-up M&A Initiatives｜Synergies within the Group’s School

Business

Rolling up IT-talent training schools to create synergies across the school group and with our corporate Marketing/AI/IT services facing acute labor shortages.

SNS
skills
Engineeri
ng skills

General
digital
skills
AI
skills

Sharing effective marketing and
operational initiatives across group
Expansion of companies, while also driving
the school cross-selling.
business Contributing to mutual growth
Expansion of
corporate
contract business

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Sourcing M&A opportunities

The number of deals under review continues to grow, with a sharp increase in referrals and advisor-initiated opportunities, expanding the range of deal sizes.

• An experienced, dedicated M&A team has handled all 25 transactions to date, accumulating know-how within the organization.

• In addition to a network of over 150 M&A advisors, referral based deal introductions are also increasing (while raising the deal evaluation threshold from the previous quarter, the number of deals under consideration is steadily increasing), and deal sizes are trending upward.

• We have standardized the execution process, including due diligence, valuation, and the PMI* / value enhancement process. Starting in FY25-3Q, the PMI team has been strengthened with the addition of personnel possessing extensive management experience, accelerating value enhancement going forward.

*PMI: Abbreviation for Post-Merger Integration, referring to the integration process following an M&A transaction.

Number of cases reviewed

Number of cases reviewed
300~
287
198
157
121
83
42
FY2023 FY2023 FY2024 FY2024 FY2025 FY2025 FY2026
First half Second half First half Second half First half Second half First half
forecast

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Sourcing M&A opportunities（Enhancing in-house sourcing)

We feature videos in which group company CEOs who joined through M&A, as well as banks and intermediaries supporting our M&A activities, speak about our approach from various perspectives. We will continue sharing such content to further expand M&A opportunities.

CEO Kudo’s Interview Behind-the-Scenes Video

IR channel

M&A PR channel

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Contents

01 Q1 FY2026 Results and Full-Year Forecast Progress

02 M&A, Finance, and Growth Model

03 Business Overview and Business Model

04 Topics

05 Mid-Term Management Plan (Reiterated)

06 Q&A

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About Us

Name of f-code Inc. company

Name of Representative Tsutomu Kudo, President and Representative Director

Date of Establishment^{March 15, 2006}

Head Office 2F Kagurazaka Sotoboridori Building, 1-1 Kagurazaka, Location Shinjuku-ku, Tokyo

Capital stock 63,491 thousand yen (as of the end of March 2026)

Executive Composition

CEO

Tsutomu Kudo

Director

Yuki Arai

Director Shingo Kinugasa

Director Shinichi Yamazaki

Director Mitsuru Harada (Outside・Audit Committee Member)

Reona Amemiya

Director

(Outside・Audit Committee Member)

Fumiko Kato

Director (Outside・Audit Committee Member)

Director

Sosuke Takahashi

The entire group

The entire group Executives・ Established Employees 19 approx. companies 900 persons 21st fiscal year

approx.

19
companies

(Outside・Audit Committee Member)

**Information without a specific date is current as of May 2026. Number of executives and employees includes temporary employees.

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Mission

Create a better world with Marketing Technology.

Continuously evolving digital technology and marketing know-how In the digital age, the use of digital technology at the core of management can make the difference between the rise and fall of a company. Nevertheless, the degree of DX implementation still varies among many companies, and this difference has a significant impact on their competitiveness. f-code is dedicated to promoting DX and fulfilling our mission by contributing to marketing innovation by adopting cutting-edge digital technology for organizations in Japan and around the world, regardless of location or industry.

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History

Since our founding in 2006, we have expanded our business into the surrounding DX domain,

leveraging our strengths in the digital marketing domain, which is our original business. Expanding M&A in the AI and technology fields Expanding M&A 16 M&A deals in the marketing domain

2006

2013

2021

2022
2023

2024~

※Separately executed 4 business transfers

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Management Member (Board of Directors)

Director

President and Representative Director

Director

Shingo Kinugasa

Tsutomu Kudo

Yuki Arai

Joined Deloitte Touche Tohmatsu LLC while still a student at Waseda University, auditing primarily listed companies. Transitioned to United Inc. to support corporate planning functions, joined F- Code Inc.; appointed Executive Officer & CFO in 2021, and elevated to Board Director in 2025.

Joined a management consulting firm while still a student at the University of Tokyo. After assisting a startup business and working on projects for large corporations, joined the board of a driving school portal site company. Founded F-Code Inc. in 2006.

Joined a management consulting firm while still in college. Primarily responsible for the sales and marketing areas. Experienced at establishing a business from the start-up phase. Joined f-code Inc. in 2007 and now hold the current position.

Director

Shinichi Yamazaki

Served as General Manager of General Administration & HR at Recruit Staffing; Director and Head of Corporate Administration at en Japan; and Director & Senior Executive Officer at ThreePro Group. Joined the Company in 2018, became Director in 2021, stepped down in 2025, and returned to the Board in 2026.

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Audit & Supervisory Committee Member

Outside Director Fumiko Kato

Outside Director Reona Amemiya

Outside Director Mitsuru Harada

Certified Public Accountant /Tax accountant 2011 Joined BDO Sanyu & Co.. 2013 Joined Deloitte Touche Tohmatsu LLC. 2017 Joined Tokyo Tatemono Co.. 2020 Joined Ernst & Young ShinNihon LLC. 2023 Established KATO CONSULTING Co. and became its representative director, Founder and director of Fumiko Kato Certified Public Accountant Office, and Fumiko Kato Certified Public Tax Accountant Office

After working for Hikari Tsushin, Inc., joined the Recruit Group and served as representative director and executive officer within the group. In 2014, became president and representative director of I.A.M. & Interworks, Inc. (now Interworks Confidence Inc.) and went public during the tenure. After stepping down, established Smart Agency Inc. and assumed the current position in 2018.

Joined Recruit Co., Ltd., and subsequently served as Executive Officer and Director at Recruit Staffing and Staff Service Holdings. Later appointed Auditor at both companies. Appointed Director (Audit and Supervisory Committee Member) of the Company in March 2026.

Outside Director Sosuke Takahashi

Entered the Legal Training and Research Institute of the Supreme Court in April 2003.Opened Kaname Law Office in July 2015.After serving as an outside director of JQ Inc. and holding various outside auditor roles, was appointed Director (Audit and Supervisory Committee Member) of the Company in March 2026.

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Our Business Domain

Our group operates businesses in the Marketing & School domain and the AI ･Technology domain, supporting clients in driving their digital transformation.

AI marketing
LTV marketing
Online School
Sales support

companies.
Engineering
AI reskilling
Services
Site Creation

Marketing ＆School

AI・Technology

Supporting the maximization of corporate marketing results by covering an everincreasing number of digital contact points.

Providing high quality services in the technology domain for the DX and advanced digitalization of companies.

Generative AI System and application Engineering development Product Planning and AI reskilling Development Systems Engineering Infrastructure building Services Site Creation CMS implementation

Marketing SaaS AI marketing Data analytics LTV marketing SNS marketing Online School Marketer matching Sales support

Group

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Our Customers *Some excerpts

For Corporate Clients

Over 2,500 client companies supported

For Individual Clients 40,000+ learners trained

Web
Engineering
Production
AI Basics &
Web Design
Applied AI
Corporate
Web Marketing
Sales
Video Production
SNS operation
& Editing
EC EC Platform Operation

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Contents

01 Q1 FY2026 Results and Full-Year Forecast Progress

02 M&A, Finance, and Growth Model

03 Business Overview and Business Model

04 Topics

05 Mid-Term Management Plan (Reiterated)

06 Q&A

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AI ・ Technology

Accelerating AI Product Expansion

The cross-functional generative AI tool launched last year has surpassed 5,000 IDs, continues to grow by 1,000 IDs each month, and is . accelerating AX support

Ai Comp.

（Cross-functional Generative AI Tool） Ai Comp.

• Enable access to multiple generative AI models through a single entry point

• Deliver faster, more practical outputs for real-world tasks

• Solve corporate challenges in adopting and utilizing generative AI (AX)

Supported Generative AI Models

AX (AI Transformation) refers to initiatives that fundamentally transform business processes, business models, and organizational culture through the use of AI technologies.

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Marketing ・ School

Steady Growth in Our School Business Performance

40,000+ total enrollments across our roll-up school business Group courses certified by the Ministry of Health, Labour and Welfare for the “Specialized Practical Education and Training Benefits” program

2026年12月期第１四半期決算説明資料

Hundreds of new students join every month Career development further supported through government training benefits

government training benefits

Web
Engineering
Production
AI Basics &
Web Design
Applied AI
Corporate
Web Marketing
Sales
Video Production
SNS operation
& Editing
EC EC Platform Operation

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Marketing

AI ・ MarketingTechnologyTechnology

Other Group Collaborations Marketing AI ・ MarketingTechnologyTechnology

Collaboration across group companies is progressing by leveraging each company’s services and strengths.

Strong capability in
developing generative
AI tools that drive
corporate AX

Strong capability in developing generative AI tools that drive corporate AX

Strong Marketing
Business

Strong Marketing Capabilities in Our School Business

Smart Contact sells AI Comp, Spin Flow’s generative AI tool, now acquiring 1,000+ IDs per month (vs. 300 last quarter) and still growing.

AI ONE provides consulting and operational support for VST’s video-editing school, driving continued growth in student acquisition and customer success.

Powerful sales and operations capabilities for the SMB market

High-Quality Video Editing School

Digital Marketing

CRAFT expanded initiatives for existing
clients, driving a monthly budget
increase of ¥10M+.¥10M+..

CRAFT expanded initiatives for existing Outstanding Track clients, driving a monthly budget Record in the D2C increase of ¥10M+.¥10M+.. Domain

Digital Marketing Support to Maximize LTV

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Release Highlights

Multiple initiatives this quarter, including new product launches, strategic partnerships, and industry media awards.

Released an AI-powered learning support tool DEITORA Inc.

Signed a partnership agreement with Infcurion for app development and payment solutions RAGNAROK Inc.

Received the “Leader” award in the Web Customer Service Tools category at the ITreview Grid Award 2026 Winter

KaiU

｜

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Webinar Activities

Actively hosting webinars to generate new business opportunities

Co-hosted Webinar with SBI Joint webinar with six partners on the Joint webinar with seven partners on FX Trade theme of LINE the theme of e-commerce

DEITORA Inc.

hachidori

KaiU

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f-code inc.

Increase in the incentive rate and contribution limit for the Employee Shareholding Association

Purpose

We have decided to raise both the incentive rate and the contribution limit for our Employee Shareholding Association.

Objective

To further enhance employee motivation and engagement toward sustainable growth, we will increase the current incentive rate and contribution limit. This initiative supports employees’ asset building, strengthens their sense of participation in management, promotes operations with greater awareness of our share price, and contributes to long-term corporate value creation.

Overview of the Changes	Before	After
Incentive Rate	20%	30%
Incentive Amount	¥200 per unit of ¥1,000	¥300 per unit of ¥1,000
Monthly Contribution Limit	¥100,000	¥300,000

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Contents

01 Q1 FY2026 Results and Full-Year Forecast Progress

02 M&A, Finance, and Growth Model

03 Business Overview and Business Model

04 Topics

05 Mid-Term Management Plan (Reiterated)

06 Q&A

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Since our IPO in December 2021, we have been promoting business growth at a CAGR of approximately 100%.The scope of our services is also expanding at an accelerated pace,

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Our expansion is accelerating not only in the marketing domain but also in the AI and technology domain.

In order to achieve further growth in this era of rapid change, we have established the “ FCODE plan 2027 ” and

*CAGR：Abbreviation for Compound Annual Growth Rate, which represents the average annual growth will achieve further non-linear growth. rate over a specified period.

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Target for FY2027

Sales Revenue

Sales Revenue Operating Profit 15billion yen + 5billion yen + Continued Operating Profit CAGR of 50% or Higher (FY2025 Results: Revenue: 11.9 billion yen, Operating Profit: 2.3 billion yen)

*CAGR：Abbreviation for Compound Annual Growth Rate, which represents the average annual growth rate over a specified period. Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2026｜^{Copyright@f-code} ｜ f-code inc. ｜ Security code：9211

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44

FCODE Plan 2027 Progress

Steady progress toward achieving the mid-term management plan.

11,937

2,344

Sales Revenue Operating Profit

14,500

3,300

(Unit: Millions of yen) 15,000

5,000

FY2025 Results

FY2027 Targets

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Contents

01 Q1 FY2026 Results and Full-Year Forecast Progress

02 M&A, Finance, and Growth Model

03 Business Overview and Business Model

04 Topics

05 Mid-Term Management Plan (Reiterated)

06 Q&A

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Q&A

Mid-Term Management Plan & Strategy (1/2)

Q：Is shareholder return not being implemented at this stage?

A：While we continuously review the appropriate timing and methods for shareholder returns, we ask for your understanding that our top priority at this stage is achieving the targets of our mid-term management plan.

We will also consider share buybacks as appropriate; however, given that M&A is a core component of our group strategy, ensuring an insider-free environment may at times impose certain constraints.

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Q&A

Mid-Term Management Plan & Strategy (2/2)

Q：As the number of group companies continues to grow, it seems that the range of services and core strengths are becoming less clear. How do you define your strengths?

A：The rapid expansion of our group companies and the broadening scope of our activities including M&A and fundraising have created a multifaceted perspective. First, in our business operations, our strength lies in being a single corporate group with experts in both marketing and AI/technology domains, enabling us to provide end-to-end services to our clients. Compared to advertising agencies or consulting firms, we go beyond strategy formulation to handle execution down to the tactical level. Engaging us enables faster resolution of numerous challenges, delivering significant impact for our clients.

Compared to companies specializing in individual domains within marketing or AI/technology, our operational and managerial efficiency is vastly superior. As a group-managed entity, we have abundant cross-selling opportunities. Furthermore, sharing management functions across the group enables efficient business operations, ultimately freeing up more time to focus on creating value for our clients.

Furthermore, with the recent M&A activity, school-related services have gained greater prominence as a cohesive sector. Amidst a nationwide labor shortage that is becoming increasingly acute, the shortage in this industry is particularly pronounced. We believe that addressing this shortage not only within our own company but also contributing to its resolution at our client companies represents a clear strength of our group.

We recognize our execution capabilities, demonstrated through numerous M&A transactions and PMI/value enhancement projects completed within short timeframes, as a key strength. Supporting these activities is our robust financial capability. For both areas, we have in-house specialists who have developed our unique methodologies and are dedicated to executing these tasks.

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Q&A

Group Companies & M&A

Q: With the rapid increase in group companies through M&A, is there a risk of losing control over operations?

A: There is no issue with governance, so please rest assured. As a general rule, the existing management teams and employees of acquired companies remain within our group, ensuring continuity and stability in their internal operations. During M&A negotiations, we also explain our standards as a listed company, operational policies, and workflows to ensure mutual understanding before closing. While some gaps may arise after integration, our PMI/Value Enhancement team and Corporate Management Department address them promptly to maintain smooth operations.

Q: Will you continue pursuing M&A in the future? Do you have sufficient financial resources?

A: M&A remains a key pillar of our growth strategy, and we will continue to pursue it actively. Our M&A targets are primarily profitable, high-growth companies, which makes it easier to secure financing from banks for acquisitions. As long as the acquired businesses continue to perform well, we do not anticipate financial concerns and can sustain M&A initiatives. Additionally, we have an existing M&A budget, and we plan to accelerate the pace of our acquisitions moving forward.

Q: As a result of conducting M&A transactions consecutively, the goodwill appears substantial. How should we interpret this?

A: As stated on page 15, goodwill recorded on the balance sheet in accordance with accounting standards is classified into two categories: (1) amounts already finalized, and (2) amounts that remain provisional and will be determined based on the future performance of the acquired subsidiaries. Accordingly, only a portion of the recorded goodwill has been finalized, and we consider this to reflect appropriate risk control. Going forward, we will continue to pursue strategic M&A initiatives based on our established policies and schemes.

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Q&A

Others

Q: Are you considering a transition to the Prime Market? (Regarding policy and timing)

A: We recognize this as a key consideration for the management team, taking into account shareholder interests. While we have not yet decided whether to transition to the Prime Market or, if so, when, we continuously evaluate this option. To keep this possibility open, we regularly monitor our progress against Prime Market requirements. We will continue to assess this matter moving forward.

Q: What is the current status of generative AI initiatives within the group?

A: We are actively utilizing generative AI in various aspects of our operations. For example, in product development, our engineers leverage AI to enhance efficiency. Additionally, our sales and consulting teams use AI for tasks such as drafting customer emails and creating presentation materials.

Furthermore, within our group, we offer reskilling programs that include generative AI training and provide tools that enable AIgenerated content for SNS posts, helping clients effectively incorporate AI into their workflows. Moving forward, we aim to accelerate and expand our own use of generative AI, leveraging our experience to further support our clients.

Q: There are concerns that SaaS services may be replaced by AI, as some say “the end of SaaS.” Is your company affected?

A: Our group does provide SaaS services, and they were among our original businesses. However, through subsequent M&A, we have brought a wide range of services under the group, and SaaS now accounts for less than 10% of our total profit. Therefore, we do not see this as a material concern.

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Group Companies

（As of May 2026）

No.	Company Name	Acquisition Date	Service Category	Business Description
１	f-code Inc.	--	Marketing＆School	Digital consulting / Digital advertising operations / CX-enhancement SaaS
２	SAKIYOMI Inc.	23/5	Marketing＆School	SNS marketing support / SNS school business
3	CRAFT Inc.	23/8	Marketing＆School	Advertising operations and digital marketing support
4	BINKS Inc.	24/1	Marketing＆School	Data science and LTV marketing support
5	BUZZ Inc.	24/11	Marketing＆School	Instagram consulting and SNS school business
6	ZEROTUS Inc.	25/1	Marketing＆School	Data consulting and digital marketing services
7	Smart Contact Inc.	25/3	Marketing＆School	Sales support services
8	DEITORA Inc.	25/7	Marketing＆School	Digital skills school business
9	Real us Inc.	25/8	Marketing＆School	Women-focused school business / Influencer support services
10	VST Inc.	25/8	Marketing＆School	Video-production school business
11	En place Inc.	26/2	Marketing＆School	MEO (Map Engine Optimization) support / in-store marketing support services
12	AI ONE Inc.	26/2	Marketing＆School	Generative AI school business
13	ONE Inc.	26/2	Marketing＆School	E-commerce school business
14	Roombox Inc.	26/5	Marketing＆School	Digital marketing and creative production for the real estate industry
15	Microwave Creative Inc.	23/8	AI・Technology	Website development and creative production for large enterprises
16	JITT Inc.	23/8	AI・Technology	Website development and creative production for SMEs
17	RAGNAROK Inc.	24/4	AI・Technology	Product-development support and DX support services
18	Ciel Zero Inc.	25/2	AI・Technology	IT consulting and SES services
19	SpinFlow Inc.	24/11	AI・Technology	Generative AI consulting and corporate training

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Handling of this document

This document contains forward-looking statements. These statements are based on information available as of the date of this document. The statements do not constitute guarantees of future results or performance. Such forward-looking statements necessarily involve known and unknown risks and uncertainties. As a result, actual future results and financial condition may differ materially from any future results or performance expressed or implied herein.

Factors that may cause results to differ materially from those described in these statements include, but are not limited to, changes in national and international economic conditions and trends in the industries in which the Company operates.

In the first quarter of FY2026, the Company finalized the provisional accounting treatment related to business combinations. Accordingly, the figures for FY2025 reflect the finalized accounting treatment.

Information regarding subjects and organizations other than the company is based on publicly available information, and it does not guarantee its validity, accuracy or usefulness.

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