ITOCHU Announces Capital and Business Alliance with BOOKOFF GROUP HOLDINGS Co., Ltd.

February 18, 2026

ITOCHU Corporation (Headquartered in Minato-ku, Tokyo; Keita Ishii, President & COO; hereinafter “ITOCHU”) announced today that it has entered into a capital and business alliance (hereinafter the “Alliance”) with BOOKOFF GROUP HOLDINGS Co., Ltd. (Headquartered in Sagamihara-shi, Kanagawa; Yasutaka Horiuchi, President & CEO; hereinafter “BOOKOFF GHD”). Pursuant to the Alliance, ITOCHU has resolved to acquire shares of BOOKOFF GHD equivalent to 5.01% of its voting rights on February 26, 2026 (scheduled) through off-market negotiated transactions with existing shareholders of BOOKOFF GHD as described in “Details of the Share Acquisition” below (hereinafter the “Share Acquisition”). As the Share Acquisition involves the acquisition of 5% or more of the company’s voting rights, it is considered a purchase of shares, etc. conducted in a manner similar to a tender offer, as specified by Cabinet Order as prescribed in Article 167, Paragraph 1 of the Financial Instruments and Exchange Act of Japan and Article 31 of the Order for Enforcement of the Financial Instruments and Exchange Act. ITOCHU is hereby providing notice of the Share Acquisition.

The global reuse market is expanding as an increasingly important option for both companies and consumers, driven by people’s increased awareness of the SDGs and ethical consumption, as well as increasing demand for reasonably priced reused products amid rising price of goods. In Japan, the market has continually expanded for 15 consecutive years, supported by growing inbound demand. It reached approximately 3.3 trillion yen in 2024 and it is projected to grow to 4 trillion yen by 2030.*1

BOOKOFF GHD is a pure holding company*2 whose subsidiary BOOKOFF CORPORATION LTD. operates BOOKOFF and other reuse shops, and is a leading company in the reuse field. It operates a comprehensive reuse business handling approximately 680 million items per year across a wide range of product categories related to everyday life, including books and other packaged media, trading cards and hobby goods, clothing, precious metals, watches, branded bags, sporting goods and outdoor equipment. In addition to Japan, the company operates stores in the United States, Malaysia and other countries. It has approximately 840 stores in Japan and overseas, an app membership base of approximately 9.87 million members, and more than 88 million customers visit its stores annually.

ITOCHU is working to create new customer touchpoints by integrating brick-and-mortar stores and digital services, leveraging the nationwide network of approximately 16,400 FamilyMart convenience stores. Taking advantage of the approximately 18 million visitors to these stores every day and 55 million ad IDs with purchase data, one of the largest datasets of this kind in Japan, ITOCHU is accelerating the development of its advertising and media businesses and retail finance businesses. In addition, with its global network of approximately 90 bases in 61 countries around the world and the market-oriented approach that it cultivated in consumer-related fields, ITOCHU is developing a wide range of businesses that are tailored to local needs in each country. Through the Alliance, ITOCHU and the BOOKOFF GHD Group aim to expand revenue opportunities in the reuse market, which is expected to achieve growth over the medium to long term, by expanding both groups’ domestic and overseas business platforms, strengthening BOOKOFF GHD’s products and services and creating new businesses.

Under its management policy, “The Brand-New Deal: Profit opportunities are shifting downstream,” ITOCHU is working to build business models from a market-oriented perspective. Through the Alliance, ITOCHU aims to expand its customer touchpoints in consumer-related fields and contribute to the development of a sustainable society by making reuse more accessible to consumers and promoting the effective use of limited resources.

  • *1Reuse Market Data Book 2025 (The Reuse Business Journal, October 10, 2025)
  • *2A company that only holds shares of its subsidiaries and does not conduct business operations itself.

Details of the Share Acquisition

1. Name of stock BOOKOFF GROUP HOLDINGS Co., Ltd. (Securities Code: 9278)
2. Number of shares to be acquired 879,000 shares of common stock
3. Percentage of voting rights held to total voting rights of all shareholders 5.01%
4. Scheduled acquisition date February 26, 2026
5. Notes The shares will be acquired through off-market negotiated transactions with existing shareholders of BOOKOFF GROUP HOLDINGS Co., Ltd. based on a share transfer agreement to be signed today with these shareholders.

Note: The percentage of voting rights held to total voting rights of all shareholders has been calculated based on the total number of voting rights of all shareholders as of November 30, 2025, as stated in the semi-annual report of BOOKOFF GROUP HOLDINGS Co., Ltd., published on January 14, 2026.

About BOOKOFF GROUP HOLDINGS Co., Ltd.

Company name BOOKOFF GROUP HOLDINGS Co., Ltd.
Headquarters 2-14-20 Kobuchi, Minami-ku, Sagamihara-shi, Kanagawa
Representative Yasutaka Horiuchi, President & CEO
Established October 1, 2018
Business Management and administration of Group companies and peripheral operations
URL https://www.bookoffgroup.co.jp/

About BOOKOFF CORPORATION LTD.

Company name BOOKOFF CORPORATION LTD.
Headquarters 2-14-20 Kobuchi, Minami-ku, Sagamihara-shi, Kanagawa
Representative Yasutaka Horiuchi, President & CEO
Established August 1, 1991
Business General reuse business operation for items including books and periodicals, packaged media, and clothing