Micware (MWC) holders unanimously approve 2026 accounts and add director Kazunori Mori

Rhea-AI Filing Summary

Micware Co., Ltd. reports that its annual general meeting of shareholders was conducted by written resolution, with holders of Ordinary Shares representing 56,141,914 votes, or 100% of votes exercisable as of the February 28, 2026 record date, unanimously approving all proposals. Shareholders approved the financial statements for the 23rd fiscal year from March 1, 2025 to February 28, 2026 and elected one director, Kazunori Mori.

The voting figures reflect a 241-for-1 share split of issued and outstanding Ordinary Shares that became effective on March 31, 2026. Mr. Mori’s election as director became effective May 29, 2026, adding an executive with experience at Toyota Tsusho, NEXTY Electronics, and his own consulting firm.

Key Figures

Votes cast: 56,141,914 votes Approval rate: 100% of votes Fiscal year covered: March 1, 2025 to February 28, 2026 +4 more

7 metrics

Votes cast 56,141,914 votes Votes exercisable as of February 28, 2026 record date

Approval rate 100% of votes Support for all resolutions at the written annual meeting

Fiscal year covered March 1, 2025 to February 28, 2026 23rd fiscal year financial statements approved

Share split ratio 241-for-1 split Effective March 31, 2026 on Ordinary Shares

Director effective date May 29, 2026 Effective election date of director Kazunori Mori

Record date February 28, 2026 Record date for determining shareholders entitled to vote

Mori’s age 48 years Age of newly elected director Kazunori Mori

Key Terms

written resolution, Companies Act of Japan, record date, share split, +1 more

5 terms

written resolution regulatory

"its annual general meeting of shareholders by written resolution (the “Meeting”)"

Companies Act of Japan regulatory

"Under the Companies Act of Japan, the proposal shall be deemed to be approved"

record date financial

"holders of its ordinary shares as of the record date of February 28, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

share split financial

"to give effect to the 241-for-1 share split of the issued and outstanding Ordinary Shares"

A share split increases the number of a company's outstanding shares while reducing the price of each share proportionally, so an investor’s overall ownership percentage and total value remain the same. It matters because a lower per-share price can make trading easier and attract more buyers or investors, change market perception, and affect liquidity and how shares are handled in stock indexes and option contracts.

general meeting of shareholders regulatory

"resolution of the general meeting of shareholders without the convention of such meeting"

A general meeting of shareholders is a scheduled gathering where people who own shares vote on important company decisions—such as electing directors, approving financial reports, deciding dividends, or authorizing major transactions. It matters to investors because the outcomes shape who runs the company, its strategy and payout policy, and can directly influence future profits and the stock’s value; think of it as a homeowners’ association meeting where owners set rules that affect everyone’s property.

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Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-43279

Micware Co., Ltd.

Kobe Asahi Building 25^th Floor
59 Naniwa-machi, Chuo-ku
Kobe, Hyogo 650-0035

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

Results of the Annual General Meeting of Shareholders of Micware Co., Ltd. by Written Resolution

As previously disclosed in the Report of Foreign Private Issuer on Form 6-K (the “Previous Report”) filed by Micware Co., Ltd. (the “Company”) with the U.S. Securities and Exchange Commission on May 19, 2026, the Company caused the notice to be sent on or about May 18, 2026 to all holders of its ordinary shares (“Ordinary Shares”) as of the record date of February 28, 2026 (the “Record Date”) with respect to its annual general meeting of shareholders by written resolution (the “Meeting”). The Company closed the receipt of consent forms from holders of Ordinary Shares on May 29, 2026, Japan Standard Time.

Holders of Ordinary Shares of a total of 56,141,914 votes, representing 100% of the votes exercisable as of the Record Date, unanimously approved and adopted all the resolutions as originally proposed, including:

Item 1: Approval of the Financial Statements for the 23rd Fiscal Year (March 1, 2025, to February 28, 2026); and

Item 2: Election of One Director (Kazunori Mori).

Under the Companies Act of Japan, the proposal shall be deemed to be approved by resolution of the general meeting of shareholders without the convention of such meeting if all shareholders entitled to vote approve the proposal in writing or by electronic record. The number of voting rights in this report has been presented to give effect to the 241-for-1 share split of the issued and outstanding Ordinary Shares which became effective on March 31, 2026.

Election of Mr. Kazunori Mori as the Company’s Director

As approved by the written resolution by the Company’s holders of Ordinary Shares, Mr. Kazunori Mori was elected as a director of the Company, effective May 29, 2026.

Mr. Kazunori Mori, aged 48, joined the Company in April 2026 and served as an executive officer responsible for marketing until June 2026. He has also been serving as a director at our five Japanese subsidiaries since April 2026. Mr. Mori began his career at Toyota Tsusho Corporation (TYO: 8015, “Toyota Tsusho”) in April 2000. His final position at Toyota Tsusho was a general manager at its Advanced Mobility Services Division, where he served from April 2024 to March 2026. Prior to joining the Company, Mr. Mori was a representative director and chief executive officer at NEXTY Electronics Corporation, a subsidiary of Toyota Tsusho and a trading company focusing on semiconductors, from April 2024 to June 2025. He also founded Resheed Inc., a consulting firm focusing on management consulting across industries, including the automotive sector, in September 2025, and has been its representative director and chief executive officer since then. Mr. Mori obtained a bachelor’s degree in business administration from Kobe University in March 2000.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Micware Co., Ltd.
	By:	/s/ Takuma Segawa
		Mr. Takuma Segawa
		Chief Financial Officer

Date: June 8, 2026

2

FAQ

What did Micware Co., Ltd. (MWC) shareholders approve at the 2026 annual meeting?

Shareholders unanimously approved all proposals, including the 23rd fiscal year financial statements and the election of one director, Kazunori Mori. The resolutions were adopted by written consent representing 56,141,914 votes, equal to 100% of votes exercisable as of the February 28, 2026 record date.

How was Micware (MWC) 2026 annual shareholder approval obtained?

Micware obtained approval through a written resolution instead of a physical meeting, as allowed under the Companies Act of Japan. All shareholders entitled to vote submitted written or electronic consents, and unanimous support meant the resolutions were deemed approved without convening a traditional shareholders’ meeting.

How many Micware (MWC) voting rights supported the 2026 resolutions?

Holders of Ordinary Shares representing 56,141,914 votes approved the resolutions, equal to 100% of votes exercisable at the February 28, 2026 record date. These voting figures give effect to Micware’s 241-for-1 share split of issued and outstanding Ordinary Shares that became effective on March 31, 2026.

Who is the new director elected at Micware (MWC) and when is it effective?

Shareholders elected Kazunori Mori as a director of Micware, effective May 29, 2026. He joined Micware in April 2026 as an executive officer for marketing and serves as director at five Japanese subsidiaries, bringing prior leadership experience from Toyota Tsusho and NEXTY Electronics Corporation.

What is Kazunori Mori’s professional background before joining Micware (MWC)?

Kazunori Mori started at Toyota Tsusho in April 2000, later serving as general manager of its Advanced Mobility Services Division. He was CEO of NEXTY Electronics from April 2024 to June 2025 and founded Resheed Inc., a management consulting firm, in September 2025, serving as representative director and CEO.

How did Micware’s 241-for-1 share split affect reported voting rights?

Micware states that voting rights figures in this report reflect its 241-for-1 share split of issued and outstanding Ordinary Shares, effective March 31, 2026. This means the 56,141,914 votes reported are presented after adjusting for the split, providing a post-split view of shareholder voting power.