ITOCHU Corporation (headquartered in Minato-ku, Tokyo; Keita Ishii, President & COO; hereinafter “ITOCHU”) announced that it has agreed to increase its shareholding ratio in Hitachi Construction Machinery Co., Ltd. (hereinafter “HCM”) to 33.4% by acquiring shares held by a special purpose company invested by the investment funds managed, operated or informed by Japan Industrial Partners, Inc. (“JIP”), through an affiliated company. ITOCHU has no plans for further acquisition of HCM shares.
Through this transaction, ITOCHU will further deepen its partnership with HCM and support HCM’s medium- to long-term growth and enhancement of corporate value.

In this transaction, HCJI Holdings, Ltd. (“HCJI”), which is jointly owned on a 50-50 basis by Citrus Investment G.K. (“Citrus”), a wholly owned subsidiary of ITOCHU, and JIP's special purpose company, will acquire JIP's shareholding.
Ahead of this transaction, Citrus acquired an additional 0.4% of HCM shares through market transactions in early February 2026. As a result of these transactions, ITOCHU’s shareholding ratio in HCM, including direct and indirect holdings, is expected to reach 33.4%.
This transaction is expected to be given regulatory clearance between February and April 2026 and HCIJ's acquisition of the shareholding of JIP's SPC is expected to be completed in April 2026.

HCM is pursuing sustainable growth and enhancement of corporate value under its medium-term management plan “BUILDING THE FUTURE 2025,” focusing on “Innovative Solutions,” “Value Chain Expansion,” “Expansion of Operations in the Americas,” and “Strengthening People and Corporate Capabilities” as the pillars of growth strategy.
In addition, HCM has announced that it plans to change its corporate name to LANDCROS Corporation in April 2027 and to accelerate global expansion under a new corporate brand.
Since the capital alliance in 2022, ITOCHU has built a close partnership with HCM and provided support from business and management perspectives. With this additional share acquisition, ITOCHU will be more proactive in supporting HCM's brand transformation and medium-to-long-term growth strategies and will be even more strongly committed from a capital perspective.

In HCM’s key markets, notably North America, ITOCHU will accelerate collaboration by jointly promoting sales, rental, and finance businesses and by pursuing M&A opportunities and new business areas.
ITOCHU will also leverage the ITOCHU Group’s expertise in areas such as business management, governance, logistics, finance and ESG to help strengthen HCM's management foundations and increase its global competitiveness.

Overview of the Share Acquisition Structure and Transaction Details

The acquisition price of treasury stock has been reasonably determined using multiple enterprise value evaluation methods, such as market price of the shares, discounted cash flow method, and others.
In addition, for this acquisition, HCJI plans to obtain financing from ITOCHU Treasury Corporation through Citrus.

For further details, please refer to the timely disclosure.
https://www.itochu.co.jp/en/files/ITC20260219E.pdf