What happened
Securities issuance report (merger, etc.) 6.0, Netmarble Corporation
Amendment Report (Report) August 7, 2026
1. Disclosure document subject to amendment: Securities issuance report 2. Original filing date of the disclosure document subject to amendment: July 31, 2026 3. Amended items
Item: VII. Summary financial information before and after [merger, etc.] - Netmarble Corporation financial information Reason for amendment: Reflecting financial information after the exchange (see Note 1 / Note 2 below)
[Note 1] Before amendment - [Netmarble Corporation] (Unit: KRW)
Category: I. Current assets; Before exchange (March 31, 2026) 487,716,506,542; After exchange 487,716,506,542; 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; - Category: II. Non-current assets: 6,574,263,606,895; 6,636,525,275,221; 62,261,668,326 Financial assets at fair value through other comprehensive income: 444,838,875,189; 444,838,875,189; - Financial assets at fair value through profit or loss: 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 I. 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; - II. 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 components of equity: 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 equity and liabilities: 7,061,980,113,437; 7,124,241,781,763; 62,261,668,326
Note 1) The pre-exchange statement of financial position is based on the separate (non-consolidated) statement of financial position as of the end of Q1 2026. Note 2) The post-exchange statement of financial position only takes into account the increase in Netmarble Corporation's equity interest in Netmarble Neo Corporation resulting from the exchange, and does not reflect matters that are difficult to predict at the present time. Note 3) The foregoing is prepared as approximate data and may differ from the actual post-exchange statement of financial position prepared in accordance with corporate accounting standards.
[Note 2] After amendment - [Netmarble Corporation] (Unit: KRW)
Category: I. Current assets: 487,716,506,542; 487,716,506,542; - (cash and cash equivalents, short-term financial instruments, trade receivables, inventories, other current financial assets, current lease receivables, and other current assets are all unchanged, as listed above) II. Non-current assets: 6,574,263,606,895; 6,621,137,215,095; 46,873,608,200 Financial assets at fair value through other comprehensive income: 444,838,875,189; 444,838,875,189; - Financial assets at fair value through profit or loss: 67,069,909,734; 67,069,909,734; - Investments in subsidiaries: 3,358,567,917,618; 3,405,441,525,818; 46,873,608,200 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; 7,108,853,721,637; 46,873,608,200
Liabilities: unchanged from the "before amendment" table above; 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; 3,090,427,980,781; 46,753,802,800 Retained earnings: 1,421,307,601,422; 1,421,307,601,422; - Other components of equity: 874,684,402,002; 874,684,402,002; - Total equity: 5,348,261,531,605; 5,395,135,139,805; 46,873,608,200 Total equity and liabilities: 7,061,980,113,437; 7,108,853,721,637; 46,873,608,200
Note 1) Same as Note 1 above. Note 2) The post-exchange statement of financial position only takes into account the increase in Netmarble Corporation's equity interest in Netmarble Neo Corporation resulting from the exchange; the acquisition cost was calculated based on Netmarble Corporation's closing price on the share-exchange date (July 31, 2026), and does not reflect matters that are difficult to predict at the present time. Note 3) Same as Note 3 above.
Securities issuance report (comprehensive stock exchange/transfer) To the 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) (Tel) 1588-5180 (Website) http://company.netmarble.com Preparer in charge: (Title) Head of Finance Planning Office (Name) Lee Won-jae (Tel) 1588-5180
I. Schedule This comprehensive stock exchange 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.
Board resolution date: March 25, 2026 Contract date: March 26, 2026 Record date for shareholders for the general meeting: April 9, 2026 Date of the general meeting for approval: May 28, 2026 Appraisal (share purchase) rights exercise period: Start May 28, 2026; End June 17, 2026 (Appraisal rights price - company's proposed price): Netmarble Corporation: not applicable; Netmarble Neo Corporation: KRW 6,031
[Netmarble Corporation main schedule]: Stock exchange contract date; record date for shareholders entitled to raise objections; public notice and notification of small-scale stock exchange; period for receiving objection notices for small-scale stock exchange; board resolution date approving the stock exchange; stock exchange date; expected date of additional listing of shares; date from which additionally listed shares may be traded on the market = March 26, 2026 / April 9, 2026 / April 9, 2026 / April 9, 2026-April 23, 2026 / May 28, 2026 / July 31, 2026 / August 20, 2026 / August 20, 2026
[Netmarble Neo Corporation main schedule]: Public notice of shareholder record date; stock exchange contract date; record date for shareholders for the general meeting; notice of convocation of the general meeting; period for receiving objection notices; general meeting date for approving the stock exchange; notice/public announcement date of share-certificate invalidation; appraisal rights exercise period; (expected) date of payment of appraisal rights purchase price; expiration date of the notice/public announcement of share-certificate invalidation; stock exchange date; (expected) trading suspension period = March 25, 2026 / March 26, 2026 / April 9, 2026 / May 13, 2026 / May 13, 2026-May 27, 2026 / May 28, 2026 / May 28, 2026 / May 28, 2026-June 17, 2026 / June 26, 2026 / July 30, 2026 / July 31, 2026 / July 29, 2026-August 19, 2026
II. Changes in the largest shareholder's equity interest (a) Changes in the largest shareholder's equity interest before and after the stock exchange
Category: Before exchange - Netmarble Corporation / Before exchange - Netmarble Neo Corporation / After exchange - Netmarble Corporation / After exchange - Netmarble Neo Corporation Largest shareholder name: Bang Joon-hyuk / Netmarble Corporation / Bang Joon-hyuk / Netmarble Corporation Largest shareholder's shares held: Common shares 20,729,472 / Common shares 50,100,000 / Common shares 20,729,472 / Common shares 60,646,743 Largest shareholder's equity ratio: 25.29% / 78.50% / 24.93% / 100.00%
Note 1) The board resolved on February 5, 2026 to retire, through profit, 3,993,131 treasury shares already held by Netmarble Corporation, with a retirement record date of February 12, 2026. In addition, 25,800 treasury shares acquired in the process of the January 12, 2012 merger with Hanaro Dream Games Co., Ltd. were also resolved for capital reduction by the board on February 5, 2026, with a capital-reduction record date of April 28, 2026. As of the date of submission of this report, the pre-exchange largest-shareholder equity ratio was calculated based on the total issued shares of 81,960,371 shares prior to the retirement of the above 25,800 shares, while the post-exchange largest-shareholder equity ratio was calculated based on the total issued shares obtained by adding the newly issued shares from this stock exchange to the 81,934,571 total issued shares after retirement of the 25,800 shares. Note 2) In the course of this stock exchange, Netmarble Neo Corporation acquired a total of 3,171,362 treasury shares as a result of appraisal (dissenting-shareholder) rights, and retired those 3,171,362 shares through profit, with a record date of July 16, 2026. As a result, Netmarble Neo Corporation's total issued shares changed from 63,818,105 shares to 60,646,743 shares.
(b) Plan for transfer of the largest shareholder's equity interest after the stock exchange: No plan has been established to date.
(c) Restrictions on and basis for the sale of the largest shareholder's equity interest after the stock exchange To protect investors in Netmarble Corporation, which will become the wholly owning parent company after the comprehensive stock exchange, the companies have completed discussions on voluntary lock-up commitments for certain related parties of the wholly owned subsidiary. Accordingly, for 241,364 new shares (19.72% of the newly issued shares) to be allotted to certain related parties of the wholly owned subsidiary as a result of this stock exchange, trading restrictions will be placed for six months from the listing date on the securities accounts in which the relevant shareholders hold their shares, through voluntary lock-up commitments, as a measure equivalent to custody-based lock-up. However, these lock-up commitments are voluntary commitments of the relevant shareholders and, unlike custody with the Korea Securities Depository, may have limited legal enforceability.
[Lock-up commitment details of the wholly owned subsidiary's shareholders] Holder: Kwon Young-sik; Holder type: Registered officer; Target security: Netmarble Corporation common shares; Committed lock-up quantity (shares): 229,180; Period: 6 months from the listing date Holder: Do Ki-wook; Holder type: Registered officer of an affiliate; Target security: Netmarble Corporation common shares; Committed lock-up quantity (shares): 12,184; Period: 6 months from the listing date Total: 241,364
III. Exercise of appraisal (share purchase) rights 1. Expected share purchase price (a) Netmarble Corporation common shares: Because the small-scale stock exchange procedure under Article 360-10 of the Commercial Act applies to Netmarble Corporation, Netmarble Corporation's shareholders are not granted appraisal rights. (b) Netmarble Neo Corporation common shares Company's proposed price for consultation: KRW 6,031 Basis of calculation: The amount determined under the purchase-price calculation method prescribed in Article 165-5 of the Financial Investment Services and Capital Markets Act, Articles 176-5 and 176-7(3)(2) of its Enforcement Decree, and Article 5-13 of the Regulation on Issuance and Disclosure of Securities, etc. and Article 4 of its Enforcement Rules. Method of handling if consultation is not reached: Pursuant to Article 360-5(3) and Article 374-2(4) of the Commercial Act, if the relevant company or a shareholder requesting purchase objects to the company's proposed consultation price, a request may be made to the court for a determination of the purchase price.
Note 1) If shareholders who object to the above expected purchase price request a court determination of the purchase price, such a request for determination does not affect the stock exchange procedure itself, and any amount determined pursuant to such a request for determination is effective only in relation to the shareholder who made that request. Note 2) For the method of calculating the intrinsic value used to derive the expected share purchase price, please refer to "2.2.1 Calculation of the Intrinsic Value of the Company to Become the Wholly Owned Subsidiary" under "2. Calculation of the Stock Exchange Value of the Parties to the Stock Exchange" in "II. Stock Exchange/Transfer Value and Basis for Its Calculation" in the securities registration statement. Note 3) Under Article 374-2(3) of the Commercial Act (Appraisal Rights of Dissenting Shareholders), the purchase price for dissenting shareholders' appraisal rights is to be determined by consultation between the shareholder and the company; in general, pursuant to Article 176-5(1)(2)(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the purchase price is proposed as the weighted average of the asset value and earnings value stated in the "external appraisal institution's opinion." In addition, if a shareholder exercises the appraisal right at the proposed price, the company must purchase the relevant shares within two months. Note 4) If consultation on the share purchase price is not reached within 30 days from the end of the appraisal-rights exercise period, the company or the shareholder who exercised the appraisal right may request the court to determine the purchase price. However, any amount determined by the court pursuant to such a request for determination is effective only in relation to the shareholder who made that request.
2. Details of appraisal-rights exercise (a) Netmarble Corporation: Not applicable. (b) Netmarble Neo Corporation: Corporate name Netmarble Neo Corporation; purchase-request price KRW 6,031; purchase-request period 2026.05.28-2026.06.17; purchase requesters 525 individual and corporate shareholders; purchase-request amount KRW 19,126,484,222; purchase date 2026.06.26; source of purchase funds own funds
Note 1) Netmarble Neo Corporation had a total of 525 purchase requesters, with total shares subject to purchase requests of 3,172,751 shares. Of these, excluding 1,379 shares subject to price-adjustment consultation and 10 shares of withdrawn purchase requests, payment was made on June 26, 2026 for 3,171,362 shares. Payment for some subsequently withdrawn purchase requests was additionally completed on June 30, 2026.
3. Method of disposing of treasury shares acquired through appraisal-rights purchase requests (a) Netmarble Corporation: Not applicable. (b) Netmarble Neo Corporation: The 3,171,362 treasury shares that Netmarble Neo Corporation acquired as a result of dissenting shareholders exercising appraisal rights were voluntarily retired, with a record date of July 16, 2026. Accordingly, no Netmarble Corporation shares will be allotted for these shares, and following this comprehensive stock exchange, Netmarble Neo Corporation will no longer hold shares of Netmarble Corporation, which will become its parent company.
IV. Matters concerning creditor protection There is no separate creditor protection procedure in connection with this comprehensive stock exchange.
V. Status of related litigation As of the exchange date, no lawsuit has been filed against Netmarble Corporation or Netmarble Neo Corporation that could affect the validity of this comprehensive stock exchange.
VI. Matters concerning allotment of new shares, etc. 1. Allotment of shares (a) Details of share allotment: As of the stock exchange date (July 31, 2026), the shares of Netmarble Neo Corporation held by shareholders registered in Netmarble Neo Corporation's register of shareholders (excluding Netmarble Corporation), which is scheduled to become the wholly owned subsidiary, will be transferred to Netmarble Corporation on the stock exchange date, and in consideration for the exchange, Netmarble Corporation will additionally list (expected August 20, 2026) 0.1160410 new common shares (par value KRW 100) of Netmarble Corporation for each common share (par value KRW 100) of Netmarble Neo Corporation. No new Netmarble Corporation shares will be allotted for the Netmarble Neo Corporation shares that Netmarble Corporation itself holds as of the stock exchange date. In addition, the 3,171,362 treasury shares that Netmarble Neo Corporation acquired as a result of dissenting shareholders' exercise of appraisal rights were voluntarily retired, with a record date of July 16, 2026. Accordingly, no Netmarble Corporation shares will be allotted for these shares, and following this comprehensive stock exchange, Netmarble Neo Corporation will no longer hold shares of Netmarble Corporation, which will become its parent company. (b) Method of handling fractional shares arising upon allotment: If a fractional share of less than one share arises, the amount calculated based on the closing price on the listing date of the new shares (expected August 20, 2026) will be paid in cash within one month from the stock exchange date to the shareholder to whom the fractional share would accrue. If the total number of Netmarble Corporation common shares to be issued to shareholders subject to the exchange according to the exchange ratio (including shares that Netmarble Corporation acquires as treasury shares to handle fractional shares) includes a fraction below one share, the fractional portion will be rounded down. (c) Matters concerning trading of the exchanged shares: The expected listing date of the new Netmarble Corporation shares (registered common shares) issued as a result of this stock exchange is August 20, 2026. However, the expected listing date of the new shares (registered common shares) may change due to consultation with and approval from relevant authorities.
2. Payment of cash consideration, etc. Other than the issuance of shares according to the exchange ratio and the cash paid for fractional shares of less than one share to Netmarble Neo Corporation's shareholders, there is no cash exchange consideration that Netmarble Corporation will pay to the shareholders subject to the exchange as a result of this stock exchange.
3. Compensation to specific shareholders In this stock exchange, there is no direct or indirect additional compensation, such as a special allotment, paid by either party company or its related parties to specific shareholders of the other party company.
VII. Summary financial information before and after [merger, etc.] [Netmarble Corporation] (Unit: KRW) - same figures as the "after amendment" table shown above (before exchange / after exchange / change), repeated in the original report.
[Netmarble Neo Corporation] (Unit: KRW)
Assets I. Current assets: Before exchange (March 31, 2026) 126,685,759,926; After exchange 107,559,275,704; 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 fair value through profit or loss: 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; - II. 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 fair value through other comprehensive income: 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)
Liabilities I. 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; - II. 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; -
Equity 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-exchange statement of financial position is based on the separate statement of financial position as of the end of Q1 2026. Note 2) The post-exchange statement of financial position reflects the retirement of treasury shares acquired through the exercise of appraisal rights. Other matters that are difficult to predict at the present time are not reflected. Note 3) Unlike a merger, in a comprehensive stock exchange the target company continues to exist after the stock exchange rather than being dissolved. Note 4) The foregoing is prepared as approximate data and may differ from the actual post-exchange statement of financial position prepared in accordance with corporate accounting standards.
| Filed | 2026-08-07, [Amended] Securities issuance report |
|---|---|
| Source | DART rcept 20260807000552 → open original filing |
Versions of this filing
- 2026-07-31Original
- 2026-08-07Amendment 1 (this page)
Source: DART. Information only, not investment advice.

