Material event report (business transfer)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-09-16) →

What happened

Decision on Business Transfer 6.0 Artist Company Co., Ltd. Material Event Report / Matters Subject to KRX Reporting Obligations To the Financial Services Commission / Korea Exchange July 22, 2026 Company name: Artist Company Co., Ltd. CEO: Park Seung-hyun Head office address: 3F, 430 Dosan-daero, Gangnam-gu, Seoul Phone: 02-2038-3266; Website: http://www.artistcompany.co.kr Preparer: Position Director, Name Park Seon-hee, Phone 02-2038-3266

Decision on Business Transfer 1. Business to be transferred: All business related to Artist Company Co., Ltd.'s platform business

2. Key details of the business to be transferred: All business operated by Artist Company Co., Ltd.'s platform business division

3. Transfer price (KRW): 5,000,000,000 Financial details (KRW): Business segment to be transferred (A) | Company total (B) | Weight (%) (A/B) Assets: 2,127,693,235 | 71,642,914,566 | 2.97 Revenue: 9,800,830,815 | 46,650,140,282 | 21.01

4. Purpose of the transfer: Strengthening the mid-to-long-term growth foundation and enhancing competitiveness in the core business through business portfolio restructuring

5. Expected effect of the transfer: Changes in the asset and revenue structure are expected following the transfer, and improvements in financial structure and business efficiency are anticipated.

6. Expected transfer date: Contract signing date July 15, 2026; Transfer record date September 16, 2026

7. Counterparty Company name: Rainbow8 Co., Ltd. Capital (KRW): 218,485,500 Main business: Online advertising system development and advertising platform operation Head office address: Daechi-dong, Gangnam-gu, Seoul Relationship with the Company: -

8. Payment of transfer price: A lump-sum cash payment (receipt) is scheduled on the transaction closing date (September 16, 2026, Wednesday).

9. Matters Concerning External Valuation Whether an external valuation was conducted: Yes Basis and reason: Appropriateness assessment pursuant to Article 165-4, Paragraph 1, Item 2 and Paragraph 2 of the Financial Investment Services and Capital Markets Act, and Article 176-6, Paragraph 4 of the Enforcement Decree of the same Act Name of the external valuation institution: Dongsung Accounting Corporation External valuation period: June 1, 2026 to July 22, 2026 External valuation opinion: This appraiser assessed the appropriateness of the transfer price for the purpose of use in preparing and attaching documents to the material event report prepared as the Company transfers the business division subject to transfer. In conducting this valuation, the appraiser used the DCF method among the income approach valuation methods. The appraiser utilized financial data, future investment and operating plans, various statistical data, and market analysis data of the relevant industry provided by the Company. As a result of the appraiser's analysis, the value of the business division to be transferred as of the valuation base date is calculated to be in the range of KRW 3,616 million to KRW 4,268 million. Accordingly, no grounds were found to conclude, from a materiality perspective, that the actual planned transfer price of KRW 4,000 million agreed between the Company and the transferee is inappropriate. The appraiser, from an independent standpoint, reviewed the reasonableness of the various assumptions and the validity of the underlying data provided by the Company, and valued the Company's business division to be transferred on this basis. Therefore, if there are changes to the data provided by the Company, or changes in assumptions such as future estimated performance, exchange rates, interest rates, economic growth rate, domestic inflation rate, market conditions, and other domestic and international macroeconomic conditions, the valuation results may change accordingly, and such differences may be material.

10. Whether a Special Resolution of the General Shareholders' Meeting Is Required: Yes - Expected date of the general shareholders' meeting: September 2, 2026 - Matters Concerning Appraisal Rights Exercise requirements: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the register of shareholders as of the record date for confirming shareholders who objects to the board resolution on the business transfer and gives written notice of such objection to the Company by the day before the resolution date of the general shareholders' meeting may, within 20 days from the resolution date of the general shareholders' meeting, submit a written document stating the type and number of shares and demand that the Company purchase all or part of the shares owned. However, pursuant to Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of the Enforcement Decree of the same Act, appraisal rights are granted only to a shareholder who can prove that the shares were acquired before the board resolution on this business transfer was publicly disclosed, or who can prove that a share purchase contract, termination of a loan-for-consumption agreement on the shares, or other legal act concerning the shares occurred by the business day following the date the board resolution was publicly disclosed, and who continuously holds the shares until the date of exercising appraisal rights; appraisal rights are forfeited for shares sold and reacquired during that period, and once appraisal rights have been exercised, the demand for purchase cannot be cancelled or withdrawn without the Company's consent. In addition, a shareholder who gave prior written notice of objection to the board resolution on the business transfer but votes in favor of the business transfer at the general shareholders' meeting cannot exercise appraisal rights. As the Company is a company listed on the KOSDAQ market, it must purchase the relevant shares within one month from the date the share purchase demand period ends for lawful share purchase demands. Expected purchase price: 2,634 Exercise procedures, method, period, location: (1) Method of giving notice of objection: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the Company's register of shareholders as of the record date for confirming the register (limited to those who continuously hold the shares until the date of notice) who wishes to exercise appraisal rights must give written notice to the Company of their objection to the board resolution on the business transfer before the general shareholders' meeting. However, in the case of a beneficial shareholder whose shares are held in custody with a securities company (financial investment business entity), notice must be given to the relevant securities company by three business days before the date of the general shareholders' meeting, and the securities company must compile the beneficial shareholders' objections and notify the Korea Securities Depository, the depository institution, by two business days before the date of the general shareholders' meeting. The Korea Securities Depository must notify the Company of the objection on behalf of the beneficial shareholders before the date of the general shareholders' meeting. However, as the deadline for giving notice of objection may differ by account management institution such as securities companies, a shareholder wishing to give notice of objection should check in advance the notice deadline of the account management institution where their account is opened. (2) Method of exercising appraisal rights: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder who objected to the board resolution on the business transfer may, if having given written notice of objection to the Company before the general shareholders' meeting, within 20 days from the resolution date of that meeting, demand in writing stating the type and number of shares that the Company purchase all or part of the shares owned (limited to shares continuously held from the record date for confirming the register to the date of exercising appraisal rights). However, in the case of a beneficial shareholder whose shares are held in custody with a securities company (financial investment business entity), the shareholder may demand that the Company purchase the shares owned by preparing a request form for exercise of appraisal rights with respect to the number of shares held in custody with the relevant securities company and submitting it to that securities company by two business days before the end date of the share purchase demand period, in which case the Korea Securities Depository, the depository institution, makes the request on the shareholder's behalf. However, as the receipt deadline may differ by account management institution such as securities companies, a shareholder wishing to exercise appraisal rights should check in advance the receipt deadline of the account management institution where their account is opened. A shareholder who wishes to exercise appraisal rights directly with the Company may give written notice to the Company by close of business on the last day of the appraisal rights exercise period. (3) Purchase demand period: - Period for accepting notices of objection to the business transfer: August 18, 2026 to September 1, 2026 - Appraisal rights exercise period: September 2, 2026 to September 22, 2026 (4) Place of receipt: Disclosure Management Team, 4F, 430 Dosan-daero (Cheongdam-dong), Gangnam-gu, Seoul. However, beneficial shareholders should submit to the relevant account management institution such as the securities company. Expected timing and method of payment: (1) Expected timing of payment of the share purchase price: Payment is scheduled within one month from the end date of the share purchase demand period. (2) Method of payment of the share purchase price: (a) Shareholders of record: Transfer to the shareholder's registered account; (b) Beneficial shareholders: Transfer to the shareholder's own account at the relevant securities company Matters concerning restrictions on appraisal rights: (1) If the general shareholders' meeting for approving the execution of this business transfer agreement rejects approval of the business transfer, the appraisal rights will also lapse, and the business transfer agreement will also not take effect. (2) If a shareholder who has been granted appraisal rights sells the relevant shares before exercising the appraisal rights, the appraisal rights are forfeited, and appraisal rights are not granted even if the shareholder reacquires the shares. (3) Once appraisal rights have been exercised, they cannot be cancelled, and a shareholder who gave prior written notice of objection to the board resolution on the business transfer but votes in favor of the business transfer at the general shareholders' meeting cannot exercise appraisal rights. Effect on the contract: If the total exercise price of appraisal rights exceeds KRW 3,000,000,000 (three billion won), the Company may terminate this business transfer transaction by giving written notice to the transferee. However, the Company may decide, through a board resolution, to proceed with this transaction after considering the management environment and other relevant matters.

11. Board resolution date (decision date): July 22, 2026 - Attendance of outside directors: Present 1; Absent 0 - Attendance of the auditor (audit committee member who is not an outside director): Present

12. Whether Subject to Reporting to the Fair Trade Commission: Not applicable

13. Whether a Put Option or Similar Contract Was Signed: No - Contract details: Not applicable

14. Future Plans for Corporate Restructuring As of the date of this report, there are no confirmed matters regarding corporate restructuring that the Company is pursuing or planning after completion of the business transfer.

15. Other Material Matters for Investment Decisions (1) Transfer price: The appropriateness of the above transfer price was assessed by an external valuation institution. For details of the assessment, please refer to the attached "Opinion of the External Valuation Institution." The above transfer price was set at KRW 5 billion, but it may be adjusted under the business transfer agreement to reflect changes in net assets, etc. at the time of transaction closing. (2) Financial details: The financial details for the transfer price in Item 3 above are based on the consolidated financial statements, and the asset amount is as of the end of the most recent fiscal year (December 31, 2025). In addition, the capital (KRW) of the counterparty in Item 7 above is as of December 31, 2025. (3) Transfer schedule: 1) The contract signing date in Item 6 above is the same as the board resolution date. 2) The transfer record date in Item 6 above is the expected transaction closing date as of the time of this disclosure; the actual transaction closing date will occur upon completion of legal review and conversion to equity investment, or on a date agreed by both companies, and may be changed by relevant laws and regulations and consultation with and approval of relevant authorities. 3) Once the transfer record date in Item 6 above is confirmed, re-disclosure is planned. (4) Expected share purchase price for exercise of appraisal rights (a) Price proposed by the Company for negotiation: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, the purchase price of shares demanded is, pursuant to Article 176-7, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the price calculated by arithmetically averaging: the volume-weighted average of closing prices over the two months preceding the day before the board resolution date related to the business transfer (or, where there was an adjustment to the base trading price due to ex-dividend or ex-rights during that period and the period from the ex-dividend/ex-rights date to the day before the board resolution date is seven days or more, that period); the volume-weighted average over the one month preceding (subject to the same adjustment rule); and the volume-weighted average over the one week preceding. (Base date: July 21, 2026)

Classification / Amount (KRW) / Calculation period: Volume-weighted average closing price over the most recent 2 months: 3,319 / May 22, 2026 to July 21, 2026 Volume-weighted average closing price over the most recent 1 month: 2,466 / June 22, 2026 to July 21, 2026 Volume-weighted average closing price over the most recent 1 week: 2,118 / July 15, 2026 to July 21, 2026 Base purchase price [(sum of the three above)/3]: 2,634

Daily closing price, trading volume, and trading value (closing price x volume) (Unit: KRW, shares): 2026/07/21: Closing price 2,100; Trading volume 22,496; Trading value (closing price x volume) 47,241,600 2026/07/20: Closing price 2,015; Trading volume 31,870; Trading value (closing price x volume) 64,218,050 2026/07/16: Closing price 2,155; Trading volume 69,606; Trading value (closing price x volume) 150,000,930 2026/07/15: Closing price 2,135; Trading volume 66,412; Trading value (closing price x volume) 141,789,620 2026/07/14: Closing price 2,090; Trading volume 91,139; Trading value (closing price x volume) 190,480,510 2026/07/13: Closing price 2,125; Trading volume 28,363; Trading value (closing price x volume) 60,271,375 2026/07/10: Closing price 2,315; Trading volume 22,972; Trading value (closing price x volume) 53,180,180 2026/07/09: Closing price 2,220; Trading volume 32,398; Trading value (closing price x volume) 71,923,560 2026/07/08: Closing price 2,210; Trading volume 77,869; Trading value (closing price x volume) 172,090,490 2026/07/07: Closing price 2,420; Trading volume 48,471; Trading value (closing price x volume) 117,299,820 2026/07/06: Closing price 2,420; Trading volume 30,715; Trading value (closing price x volume) 74,330,300 2026/07/03: Closing price 2,440; Trading volume 99,623; Trading value (closing price x volume) 243,080,120 2026/07/02: Closing price 2,395; Trading volume 92,818; Trading value (closing price x volume) 222,299,110 2026/07/01: Closing price 2,515; Trading volume 62,191; Trading value (closing price x volume) 156,410,365 2026/06/30: Closing price 2,450; Trading volume 40,365; Trading value (closing price x volume) 98,894,250 2026/06/29: Closing price 2,550; Trading volume 74,465; Trading value (closing price x volume) 189,885,750 2026/06/26: Closing price 2,375; Trading volume 62,244; Trading value (closing price x volume) 147,829,500 2026/06/25: Closing price 2,560; Trading volume 219,181; Trading value (closing price x volume) 561,103,360 2026/06/24: Closing price 2,750; Trading volume 99,422; Trading value (closing price x volume) 273,410,500 2026/06/23: Closing price 2,940; Trading volume 159,721; Trading value (closing price x volume) 469,579,740 2026/06/22: Closing price 3,155; Trading volume 40,360; Trading value (closing price x volume) 127,335,800 2026/06/19: Closing price 3,210; Trading volume 45,686; Trading value (closing price x volume) 146,652,060 2026/06/18: Closing price 3,395; Trading volume 90,701; Trading value (closing price x volume) 307,929,895 2026/06/17: Closing price 3,535; Trading volume 57,734; Trading value (closing price x volume) 204,089,690 2026/06/16: Closing price 3,300; Trading volume 29,859; Trading value (closing price x volume) 98,534,700 2026/06/15: Closing price 3,320; Trading volume 45,019; Trading value (closing price x volume) 149,463,080 2026/06/12: Closing price 3,320; Trading volume 48,699; Trading value (closing price x volume) 161,680,680 2026/06/11: Closing price 3,110; Trading volume 27,980; Trading value (closing price x volume) 87,017,800 2026/06/10: Closing price 3,195; Trading volume 105,703; Trading value (closing price x volume) 337,721,085 2026/06/09: Closing price 3,195; Trading volume 63,175; Trading value (closing price x volume) 201,844,125 2026/06/08: Closing price 3,095; Trading volume 180,964; Trading value (closing price x volume) 560,083,580 2026/06/05: Closing price 3,200; Trading volume 249,960; Trading value (closing price x volume) 799,872,000 2026/06/04: Closing price 3,630; Trading volume 451,746; Trading value (closing price x volume) 1,639,837,980 2026/06/02: Closing price 4,225; Trading volume 209,356; Trading value (closing price x volume) 884,529,100 2026/06/01: Closing price 4,070; Trading volume 205,293; Trading value (closing price x volume) 835,542,510 2026/05/29: Closing price 4,115; Trading volume 244,955; Trading value (closing price x volume) 1,007,989,825 2026/05/28: Closing price 3,965; Trading volume 162,598; Trading value (closing price x volume) 644,701,070 2026/05/27: Closing price 3,970; Trading volume 152,017; Trading value (closing price x volume) 603,507,490 2026/05/26: Closing price 4,230; Trading volume 305,076; Trading value (closing price x volume) 1,290,471,480 2026/05/22: Closing price 4,325; Trading volume 179,424; Trading value (closing price x volume) 776,008,800

(b) Method of handling if negotiation is not reached: Pursuant to Article 165-5 of the Financial Investment Services and Capital Markets Act, if negotiation is not reached, the purchase price shall be the amount calculated by the method prescribed in Article 176-7 of the Enforcement Decree of the same Act based on the trading price of the relevant shares on the securities market before the board resolution date, and if a shareholder who demanded the purchase objects to that purchase price, the shareholder may petition the court to determine the purchase price. (5) Other: The above business transfer schedule and other key terms are the expected schedule as of the time of this disclosure, and may change according to relevant laws and regulations and consultation with and approval of relevant authorities. Related disclosures: Not applicable.