Digital Hearts Holdings, the Tokyo Stock Exchange Prime-listed video-game testing and quality-assurance group, filed a large-shareholding change report on September 7, 2026. The report's stated trigger is narrow: a change to contracts restricting the transfer and pledging of certain shares. Its substance is much bigger. The company's own chairman is trying to buy it.
The company's chairman and representative director decided on August 6, 2026 to launch a tender offer through a bidding vehicle he owns outright, Kabushiki Kaisha Sandbox. Sandbox's offer runs from August 7 to September 24, 2026, at ¥1,060 a share, targeting 13,373,171 shares: effectively all of Digital Hearts' stock except the 8,925,633 shares the chairman is keeping for himself and the shares Digital Hearts already holds as treasury stock.
| Feature | Detail |
|---|---|
| Bidder | Kabushiki Kaisha Sandbox, wholly owned by Digital Hearts' chairman |
| Offer price | ¥1,060 per share |
| Offer period | August 7, 2026 to September 24, 2026 |
| Planned purchase | 13,373,171 shares, excluding the chairman's retained 8,925,633 shares and treasury stock |
| Insiders' combined stake (Sept 2, 2026) | 10,750,533 shares, 45.00% of 23,890,800 shares outstanding |
| Chairman's tender commitment | 500,000 of his 9,425,633 shares; retains 8,925,633 |
| A-1 Godo Kaisha's tender commitment | Its entire stake of 1,324,900 shares (5.55%) |
The report was filed jointly by two parties, the chairman and his asset-management vehicle, A-1 Godo Kaisha. Together they already hold 10,750,533 shares, 45.00% of the 23,890,800 shares outstanding as of September 2, 2026, before a single outside shareholder has decided whether to tender. The chairman alone holds 9,425,633 shares (39.45%); A-1 holds 1,324,900 shares (5.55%).
Both insiders have told the bidder how they will vote with their stock. The chairman will tender 500,000 of his own shares, keeping the remaining 8,925,633 outside the offer entirely. A-1 Godo Kaisha will tender its whole stake, all 1,324,900 shares. A-1 built that position partly on borrowed money: the filing shows ¥166.4mn of its own funds set against a ¥1,236.6mn loan from Mizuho Bank's Shinjuku Shintoshin Branch.
The filing also discloses that 16,287 of the chairman's shares carry transfer restrictions tied to past restricted-stock compensation. Those shares cannot be sold, pledged or otherwise disposed of until he leaves his post at Digital Hearts or its subsidiaries.
What is not yet known is how many of the roughly 13.4 million targeted shares will actually tender before the September 24 deadline. The filing discloses no acceptance figures, and the offer period remains open. Outside shareholders in Digital Hearts now have until that date to decide whether to sell at ¥1,060 a share or hold out against an insider group that already controls close to half the company.