Securities issuance report

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-07) →

What happened

Securities Issuance Results Report (Comprehensive Stock Swap/Transfer), Form 6.0 Netmarble Corporation To: Governor of the Financial Supervisory Service July 31, 2026 Company name: Netmarble Corporation Representative Director: Kim Byung-gyu Head office address: 38 Digital-ro 26-gil, Guro-gu, Seoul (Guro-dong, G Tower) Phone: 1588-5180 Website: http://company.netmarble.com Preparer: (Title) Head of Finance Planning Office; (Name) Lee Won-jae; (Phone) 1588-5180

I. Schedule This comprehensive stock swap proceeds in accordance with Article 165-4 of the Financial Investment Services and Capital Markets Act, Article 176-6 of its Enforcement Decree, and Articles 360-2 through 360-14 of the Commercial Act, among other provisions.

Board resolution date: March 25, 2026 Contract date: March 26, 2026 Record date for determining shareholders for the general meeting: April 9, 2026 Shareholders' meeting date for approval: May 28, 2026 Appraisal rights exercise period: start date May 28, 2026; end date June 17, 2026 Appraisal price (company's proposed price): Netmarble Corporation: not applicable; Netmarble Neo Corporation: KRW 6,031

[Netmarble Corporation's key schedule] Stock swap contract date: 2026-03-26 Record date for voting rights of shareholders entitled to raise objections: 2026-04-09 Small-scale stock swap announcement and notice: 2026-04-09 Period for receiving dissent notices for the small-scale stock swap: 2026-04-09 to 2026-04-23 Board resolution date approving the stock swap: 2026-05-28 Stock swap date: 2026-07-31 Scheduled date for additional listing of shares: 2026-08-20 Date additional listed shares become tradable: 2026-08-20

[Netmarble Neo Corporation's key schedule] Record date announcement for determining shareholders: 2026-03-25 Stock swap contract date: 2026-03-26 Record date for determining shareholders for the general meeting: 2026-04-09 Notice of convening the general meeting: 2026-05-13 Period for receiving dissent notices: 2026-05-13 to 2026-05-27 General meeting date for approving the stock swap: 2026-05-28 Notice/announcement date of share certificate invalidation: 2026-05-28 Appraisal rights exercise period: 2026-05-28 to 2026-06-17 (Scheduled) payment date for appraisal rights purchase price: 2026-06-26 Expiration date of share certificate invalidation notice/announcement: 2026-07-30 Stock swap date: 2026-07-31 (Scheduled) trading suspension period: 2026-07-29 to 2026-08-19

II. Changes in Major Shareholder Equity (a) Changes in the largest shareholder's equity before and after the stock swap Category: Before swap - Netmarble Corporation / Netmarble Neo Corporation; After swap - Netmarble Corporation / Netmarble Neo Corporation Largest shareholder name: Bang Jun-hyuk / Netmarble Corporation; Bang Jun-hyuk / Netmarble Corporation Largest shareholder's shares held: Common stock 20,729,472 shares / 50,100,000 shares; Common stock 20,729,472 shares / 60,646,743 shares Largest shareholder's equity ratio: 25.29% / 78.50%; 24.93% / 100.00%

Note 1: On February 5, 2026, the board resolved to retire Netmarble Corporation's existing 3,993,131 treasury shares through a retained-earnings retirement, with a retirement record date of February 12, 2026. The board on February 5, 2026 also resolved to retire, through a capital reduction, 25,800 treasury shares acquired in the process of the January 12, 2012 absorption-type merger with Hanaro Dream Games Co., Ltd., with a capital-reduction record date of April 28, 2026. As of the date of this report, the largest shareholder's equity ratio before the swap is calculated based on total issued shares of 81,960,371 prior to retirement of the 25,800 shares, and the equity ratio after the swap is calculated based on total issued shares of 81,934,571 after retirement of the 25,800 shares, plus the new shares issued in this stock swap. Note 2: In the course of this stock swap, Netmarble Neo Corporation acquired a total of 3,171,362 treasury shares as a result of dissenting shareholders' appraisal rights requests, and retired those 3,171,362 shares through a retained-earnings retirement with a record date of July 16, 2026. As a result, Netmarble Neo Corporation's total issued shares changed from 63,818,105 to 60,646,743.

(b) Plan for transfer of the largest shareholder's equity after the stock swap: No plan has been established to date.

(c) Restrictions on and basis for sale of the largest shareholder's equity after the stock swap To protect investors in Netmarble Corporation, which will become the wholly owning parent company after the comprehensive stock swap, the company has completed discussions on voluntary lock-up commitments with certain related parties. Of the new shares to be issued in this stock swap, 241,364 shares (19.72% of the newly issued shares) allocated to certain related parties will be subject, through voluntary lock-up commitments, to trading restrictions on each shareholder's securities account for six months from the listing date, equivalent to a custody-based lock-up. However, because these commitments are voluntary and not administered by the Korea Securities Depository, their legal enforceability may be limited.

[Lock-up commitment details for shareholders of the wholly owned subsidiary] Holder: Kwon Young-sik; Holder type: Registered officer; Underlying security: Netmarble Corporation common stock; Lock-up quantity: 229,180 shares; Period: 6 months from listing date Holder: Do Gi-wook; Holder type: Registered officer of affiliated company; Underlying security: Netmarble Corporation common stock; Lock-up quantity: 12,184 shares; Period: 6 months from listing date Total: 241,364 shares

III. Exercise of Appraisal Rights 1. Expected share purchase price (a) Netmarble Corporation common stock: Because the process follows the small-scale stock swap procedure under Article 360-10 of the Commercial Act, appraisal rights are not granted to Netmarble Corporation's shareholders. (b) Netmarble Neo Corporation common stock: Company's proposed price for negotiation KRW 6,031. Basis of calculation: value calculated under the purchase price determination method in Article 165-5 of the Financial Investment Services and Capital Markets Act, Article 176-5 and Article 176-7(3)(2) of its Enforcement Decree, and Article 5-13 of the Regulation on Issuance and Disclosure of Securities and Article 4 of its Enforcement Rules. Handling if negotiation fails: under Article 360-5(3) and Article 374-2(4) of the Commercial Act, either the company or a dissenting shareholder may petition the court to determine the purchase price.

Note 1: A court petition by dissenting shareholders does not affect the stock swap procedure itself, and any court-determined amount applies only to the petitioning shareholder. Note 2: For the calculation method of the intrinsic value used as the expected purchase price, see Section 2.2.1 ("Calculation of intrinsic value of the company becoming the wholly owned subsidiary") under "2. Calculation of stock swap value of the parties" in "II. Stock swap/transfer value and basis of calculation" of the registration statement. Note 3: Under Article 374-2(3) of the Commercial Act, the purchase price for dissenting shareholders' appraisal rights is determined by agreement between the shareholder and the company; generally, per Article 176-5(1)(2)(b) of the Enforcement Decree, the purchase price is proposed as the weighted average of asset value and income value in an external appraisal opinion. A shareholder exercising appraisal rights at the proposed price must have the shares purchased within two months. Note 4: If agreement on price is not reached within 30 days after the appraisal rights exercise period ends, the company or the exercising shareholder may petition the court; a court-determined amount applies only to the petitioning shareholder.

2. Details of appraisal rights exercised (a) Netmarble Corporation: Not applicable. (b) Netmarble Neo Corporation: Purchase request price KRW 6,031; Purchase request period 2026-05-28 to 2026-06-17; Requesting parties: 525 individual and corporate shareholders; Purchase request amount KRW 19,126,484,222; Purchase date 2026-06-26; Source of funds: own funds. Note 1: Netmarble Neo Corporation's purchase requesters totaled 525, requesting purchase of 3,172,751 shares in total. Excluding 1,379 shares subject to price-adjustment negotiation and 10 withdrawn shares, the company paid the purchase amount for 3,171,362 shares on June 26, 2026; payment for a portion of subsequently withdrawn requests was additionally completed on June 30, 2026.

3. Method of disposing of treasury shares acquired through appraisal rights requests (a) Netmarble Corporation: Not applicable. (b) Netmarble Neo Corporation: The 3,171,362 treasury shares acquired through dissenting shareholders' appraisal rights were retired through a discretionary retirement with a record date of July 16, 2026. Accordingly, no Netmarble Corporation shares are allocated for these shares, and after the swap Netmarble Neo Corporation will no longer hold shares of its new parent, Netmarble Corporation.

IV. Creditor Protection: There is no separate creditor protection procedure for this stock swap.

V. Status of Related Litigation: As of the swap date, no lawsuit has been filed against either company that could affect the validity of the stock swap.

VI. Matters Concerning New Share Allotment, etc. 1. Share allotment (a) Shares of Netmarble Neo Corporation held by shareholders of record as of the stock swap date (July 31, 2026) (excluding Netmarble Corporation) will be transferred to Netmarble Corporation on the stock swap date. In consideration, Netmarble Corporation will additionally list (scheduled August 20, 2026) 0.1160410 common shares (par value KRW 100) for every 1 Netmarble Neo common share (par value KRW 100) held. No new shares will be allocated for Netmarble Neo shares already held by Netmarble Corporation. The 3,171,362 treasury shares Netmarble Neo acquired via appraisal rights were retired with a record date of July 16, 2026, so no shares are allocated for them, and Netmarble Neo will no longer hold shares of Netmarble Corporation after the swap. (b) Handling of fractional shares: fractional shares of less than one share will be paid in cash, within one month of the swap date, based on the closing price on the new shares' listing date (scheduled August 20, 2026); any fraction in the total new shares to be issued (including shares Netmarble Corporation acquires as treasury shares for this purpose) will be rounded down. (c) The scheduled listing date of the new Netmarble Corporation shares (registered common shares) is August 20, 2026, subject to change through consultation with relevant authorities.

2. Payment of cash consideration: other than cash for fractional shares, there is no additional stock swap cash consideration paid to shareholders.

3. Compensation to specific shareholders: none; no special cash payment or other additional compensation is paid by either party or its related parties to specific shareholders of the other party.

VII. Summary Financial Information Before and After [Merger, etc.] [Netmarble Corporation] (unit: KRW) Assets Current assets: 487,716,506,542 before swap; 487,716,506,542 after; change - Cash and cash equivalents: 136,224,243,337; 136,224,243,337; - Short-term financial instruments: 81,428,349,350; 81,428,349,350; - Trade receivables: 121,862,229,168; 121,862,229,168; - Inventories: 1,174,252,572; 1,174,252,572; - Other current financial assets: 127,249,868,526; 127,249,868,526; - Current lease receivables: 19,967,469; 19,967,469; - Other current assets: 19,757,596,120; 19,757,596,120; - Non-current assets: 6,574,263,606,895; 6,636,525,275,221; 62,261,668,326 Financial assets at FVOCI: 444,838,875,189; 444,838,875,189; - Financial assets at FVPL: 67,069,909,734; 67,069,909,734; - Investments in subsidiaries: 3,358,567,917,618; 3,420,829,585,944; 62,261,668,326 Investments in associates: 1,882,105,599,640; 1,882,105,599,640; - Property and equipment: 122,728,150,795; 122,728,150,795; - Investment property: 314,566,045,337; 314,566,045,337; - Right-of-use assets: 552,790,777; 552,790,777; - Intangible assets: 226,205,108,327; 226,205,108,327; - Other non-current financial assets: 91,462,421,752; 91,462,421,752; - Other non-current assets: 44,819,877,430; 44,819,877,430; - Deferred tax assets: 18,851,327,669; 18,851,327,669; - Net defined benefit assets: 2,495,582,627; 2,495,582,627; - Total assets: 7,061,980,113,437; 7,124,241,781,763; 62,261,668,326

Liabilities Current liabilities: 1,638,209,665,528; 1,638,209,665,528; - Trade payables: 80,108,159,979; 80,108,159,979; - Short-term borrowings: 717,320,219,177; 717,320,219,177; - Current portion of long-term borrowings: 28,800,000,000; 28,800,000,000; - Current portion of bonds: 144,593,366,457; 144,593,366,457; - Current portion of long-term bonds: 149,840,220,294; 149,840,220,294; - Other current financial liabilities: 417,654,807,108; 417,654,807,108; - Current lease liabilities: 331,489,623; 331,489,623; - Other current liabilities: 19,479,923,688; 19,479,923,688; - Current income tax liabilities: 80,081,479,202; 80,081,479,202; - Non-current liabilities: 75,508,916,304; 75,508,916,304; - Long-term borrowings: 60,000,000,000; 60,000,000,000; - Other non-current financial liabilities: 4,027,849,614; 4,027,849,614; - Lease liabilities: 252,218,000; 252,218,000; - Other non-current liabilities: 5,186,583,370; 5,186,583,370; - Non-current income tax liabilities: 6,042,265,320; 6,042,265,320; - Total liabilities: 1,713,718,581,832; 1,713,718,581,832; -

Equity Capital stock: 8,595,350,200; 8,715,155,600; 119,805,400 Capital surplus: 3,043,674,177,981; 3,105,816,040,907; 62,141,862,926 Retained earnings: 1,421,307,601,422; 1,421,307,601,422; - Other equity items: 874,684,402,002; 874,684,402,002; - Total equity: 5,348,261,531,605; 5,410,523,199,931; 62,261,668,326 Total liabilities and equity: 7,061,980,113,437; 7,124,241,781,763; 62,261,668,326

Note 1: The pre-swap figures are the separate (non-consolidated) statement of financial position as of the end of Q1 2026. Note 2: The post-swap figures reflect only the increase in Netmarble Corporation's equity interest in Netmarble Neo resulting from the swap and do not reflect currently unforeseeable items. Note 3: The above is prepared on an approximate basis and may differ from the actual post-swap financial statements.

[Netmarble Neo Corporation] (unit: KRW) Current assets: 126,685,759,926 before; 107,559,275,704 after; change (19,126,484,222) Cash and cash equivalents: 16,266,242,314; 16,266,242,314; - Short-term financial instruments: 73,100,000,000; 53,973,515,778; (19,126,484,222) Financial assets at FVPL: 14,446,418,768; 14,446,418,768; - Trade receivables: 21,075,525,559; 21,075,525,559; - Other current financial assets: 949,501,985; 949,501,985; - Other current assets: 848,071,300; 848,071,300; - Non-current assets: 42,920,889,486; 42,920,889,486; - Investments in associates: 0; 0; - Property and equipment: 1,766,150,229; 1,766,150,229; - Right-of-use assets: 3,102,507,870; 3,102,507,870; - Intangible assets: 19,064,973,391; 19,064,973,391; - Net defined benefit assets: 1,991,979,727; 1,991,979,727; - Investment property: 344,616,727; 344,616,727; - Financial assets at FVOCI: 9,999,990,685; 9,999,990,685; - Other non-current financial assets: 2,930,105,284; 2,930,105,284; - Other non-current assets: 30,118,523; 30,118,523; - Deferred tax assets: 3,690,447,050; 3,690,447,050; - Total assets: 169,606,649,412; 150,480,165,190; (19,126,484,222)

Current liabilities: 20,029,357,011; 20,029,357,011; - Other current financial liabilities: 1,926,099,963; 1,926,099,963; - Current lease liabilities: 2,889,172,984; 2,889,172,984; - Other current liabilities: 10,225,397,850; 10,225,397,850; - Current income tax liabilities: 4,988,686,214; 4,988,686,214; - Non-current liabilities: 6,825,720,992; 6,825,720,992; - Non-current lease liabilities: 45,914,047; 45,914,047; - Other non-current financial liabilities: 19,729,012; 19,729,012; - Other non-current liabilities: 6,760,077,933; 6,760,077,933; - Total liabilities: 26,855,078,003; 26,855,078,003; -

Capital stock: 6,381,810,500; 6,381,810,500; - Capital surplus: 21,589,539,275; 21,589,539,275; - Other components of equity: (4,195,625,806); (4,195,625,806); - Retained earnings: 118,975,847,440; 99,849,363,218; (19,126,484,222) Total equity: 142,751,571,409; 123,625,087,187; (19,126,484,222) Total liabilities and equity: 169,606,649,412; 150,480,165,190; (19,126,484,222)

Note 1: The pre-swap figures are the separate statement of financial position as of the end of Q1 2026. Note 2: The post-swap figures reflect the retirement of treasury shares acquired through appraisal rights; other currently unforeseeable items are not reflected. Note 3: Unlike a merger, in a comprehensive stock swap the target company continues to exist after the swap rather than being dissolved. Note 4: The above is prepared on an approximate basis and may differ from the actual post-swap financial statements.