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Get filing alertsWEBTOON acquires 60% of RI Games for ~$100M to develop games from hit webcomics
Filed August 10, 2026 · Period ending August 10, 2026 · ~2 min read
Key Changes
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WEBTOON agreed to acquire up to 60% of RI Games Holdings for KRW 150 billion (~$100M USD) in two closings, gaining a dedicated pipeline to develop games from webcomic IP including Overgeared (1.3B views), Doom Breaker (590M views), and Omniscient Reader (3.05B views).
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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WEBTOON committed to provide up to KRW 50 billion in additional capital through up to four capital increases between the second closing and June 30, 2030, callable at the seller's discretion, plus potential additional capital if revenue targets are met during fiscal years 2027-2030.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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If RI Games achieves aggregate revenue of $338.5 million at least KRW 250 billion during the measurement period (roughly early 2027 through June 2030), the seller can force WEBTOON to purchase the remaining 40% stake for at least KRW 100 billion in cash and WEBTOON stock, capped at 19.9% dilution unless shareholders approve more.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
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Q2 2026 revenue of $338.5M declined 2.8% reported but grew 5.2% constant currency to $366.4M; net loss widened to $14.6M from $3.9M prior year on higher marketing spend; Adjusted EBITDA of $5.5M (1.6% margin) down from $9.7M (2.8% margin) prior year.
Exhibit 99.1 view on EDGAR → -
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WEBTOON and NAVER are establishing a $100 million IP Adaptation fund to co-invest in adaptations across animation, live-action, and games, moving beyond licensing to secure stronger IP rights and capture more financial upside from successful franchises.
Exhibit 99.2 view on EDGAR →
Summary
WEBTOON Entertainment entered into a definitive agreement to acquire up to 60% of RI Games Holdings, a South Korean game developer focused on webcomic-based games, for KRW 150 billion (approximately $100 million USD). The acquisition closes in two installments: the first for 2,999 shares (KRW 49.98 billion) and the second for 6,001 shares (KRW 100.02 billion), contingent on achieving a commercial launch milestone.
Upon completion, WEBTOON expects to consolidate RI Games' financial results. The deal includes significant contingent obligations: WEBTOON committed to provide up to KRW 50 billion in additional capital through up to four capital increases callable by the seller through June 2030, plus potential additional capital tied to revenue targets.
If RI Games achieves aggregate revenue of $338.5 million at least KRW 250 billion during the measurement period (roughly early 2027 through June 2030), the seller can force WEBTOON to purchase the remaining 40% stake for at least KRW 100 billion, payable in cash and WEBTOON stock (capped at 19.9% dilution unless shareholders approve more). Conversely, if the revenue threshold is not met, WEBTOON can force the seller to buy back 6,001 shares at an adjusted price, providing downside protection. The investment gives WEBTOON a dedicated pipeline to develop games from hit webcomics including Overgeared (1.3B views), Doom Breaker (590M views), and Omniscient Reader (3.05B views), with an Overgeared MMORPG scheduled for global launch later this year alongside an October 2026 anime premiere. Concurrently, WEBTOON reported Q2 2026 results: revenue of $338.5 million declined 2.8% reported but grew 5.2% constant currency to $366.4 million, driven by growth across all three revenue streams (Paid Content, Advertising, IP Adaptations). Net loss widened to $14.6 million from $3.9 million prior year, driven by higher marketing investment and income tax expense. Adjusted EBITDA declined to $5.5 million (1.6% margin) from $9.7 million (2.8% margin) prior year, also due to increased marketing spend. WEBTOON guided Q3 2026 revenue to $358-$368 million (0.7%-3.3% constant currency growth) and Adjusted EBITDA to $0.0-$5.0 million (0.0%-1.4% margin). The company also announced a $100 million IP Adaptation fund with NAVER to co-invest in adaptations across animation, live-action, and games, moving beyond its historical licensing model to secure stronger IP rights and capture more financial upside. WEBTOON maintains a strong balance sheet with $583.1 million in cash and no debt to support these strategic investments.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 6, 2026, WEBTOON Entertainment Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Redice & Company, Inc., a joint-stock company established under the laws of the Republic of Korea (the “Seller”), pursuant to which, among other things, the Company agreed to purchase from the Seller and the Seller agreed to sell to the Company, up to 9,000 shares of common stock (the “Shares”) of RI Games Holdings Inc., a joint-stock company established under the laws of the Republic of Korea (“RI Games Holdings”) in two separate closings (the “Transactions”). RI Games Holdings is a South Korea-based game developer focused on developing games based on webcomic intellectual property. The purchase price per share of the Shares is KRW 16,666,667, and the aggregate consideration payable by the Company for the Shares is KRW 150,000,003,000.
WEBTOON entered into an agreement to acquire up to 9,000 shares of RI Games Holdings, a South Korean game developer focused on webcomic-based games, for a total consideration of KRW 150 billion (approximately USD 112 million at current exchange rates). The acquisition will occur in two closings, with the first closing involving 2,999 shares for KRW 49.98 billion and the second closing involving 6,001 shares for KRW 100.02 billion, contingent on achieving a specified commercial launch milestone. Upon completion of both closings, WEBTOON will own approximately 60% of RI Games Holdings and expects to consolidate its financial results.
Added in current filing · verify on EDGAR →
From and after the Second Closing until June 30, 2030, the Seller will have the right to require RI Games Holdings to conduct up to four capital increases pursuant to which the Company will be obligated to subscribe for newly issued shares of RI Games Holdings for an aggregate subscription amount of up to KRW 50 billion through third-party allotments. The parties may also agree to permit a portion of this capital commitment to be drawn and funded between the First Closing and the Second Closing. In addition, if the aggregate revenue of RI Games Holdings and its subsidiaries during fiscal years 2027 through 2030 equals or exceeds a certain target revenue amount, the Seller will have the right to require RI Games Holdings to conduct an additional capital increase, pursuant to which the Company will be obligated to subscribe for newly issued shares of RI Games Holdings for an aggregate subscription amount determined in accordance with the Shareholders Agreement, up to a certain maximum subscription amount.
WEBTOON has committed to provide up to KRW 50 billion in additional capital to RI Games Holdings through up to four capital increases between the second closing and June 30, 2030. The seller can trigger these capital calls at its discretion. Additionally, if RI Games Holdings achieves certain revenue targets during fiscal years 2027-2030, the seller can require WEBTOON to subscribe for additional shares up to a specified maximum amount. These contingent capital commitments represent potential future cash outflows beyond the initial purchase price.
Added in current filing · verify on EDGAR →
If the foregoing revenue threshold is not achieved by the end of the applicable Measurement Period, the Company will have the right, exercisable at any time during the period of six (6) months commencing on the later of (i) November 1, 2030 and (ii) the date on which the revenue report for the final fiscal quarter of the Measurement Period prepared as provided in the Shareholders Agreement is accepted, or deemed accepted, by the Company and the Seller, to require the Seller to purchase 6,001 shares of common stock of RI Games Holdings held by the Company for a purchase price based on the purchase price paid by the Company at the Second Closing, subject to certain adjustments set forth in the Shareholders Agreement.
If RI Games Holdings fails to achieve the KRW 250 billion revenue threshold by the end of the measurement period, WEBTOON has the right to force the seller to buy back 6,001 shares (essentially unwinding the second closing) at a price based on what WEBTOON paid, subject to adjustments. This call option provides WEBTOON with downside protection, allowing it to exit the investment if performance targets are not met. The option is exercisable during a six-month window starting November 1, 2030 or later.
Added in current filing · verify on EDGAR →
In connection with the Transactions, the Company entered into a Shareholders Agreement with the Seller, Tail Han (the “Founder”), and RI Games Holdings (the “Shareholders Agreement”), which will become effective upon the First Closing. If the second closing under the Purchase Agreement does not occur by certain outside date for reasons not attributable to the Seller, the Shareholders Agreement will terminate automatically, substantially all of the related obligations described below will lapse, except for rights and liabilities that have accrued prior to termination and certain provisions that survive in accordance with their terms. The Shareholders Agreement contains various rights and covenants of the parties, including, among others things: (i) provisions relating to the composition of the board of directors of RI Games Holdings and its subsidiaries, and related governance matters; (ii) consent, consultation, and information rights of the shareholders with respect to certain matters relating to RI Games Holdings and its subsidiaries; (iii) certain restrictions on the transfer of equity securities of RI Games Holdings; (iv) contingent rights of the parties to require the purchase or sale of equity securities of RI Games Holdings upon the achievement of certain performance-related conditions, and related capital contribution obligations, in each case subject to the terms and procedures set forth in the Shareholders Agreement (as further described below); and (v) non-competition and non-solicitation covenants applicable to the Seller and the Founder for a specified period following the Second Closing.
WEBTOON entered into a shareholders agreement that governs the relationship between WEBTOON, the seller, and the founder of RI Games Holdings. The agreement addresses board composition, governance rights, consent and information rights, transfer restrictions, and includes non-compete and non-solicitation covenants for the seller and founder following the second closing. Despite acquiring 60% ownership, WEBTOON's control may be limited by these negotiated governance provisions, which are typical in minority-protection structures.
Event · Item 2.02 — Results of Operations and Financial Condition
WEBTOON Entertainment announced Q2 2026 financial results via press release and shareholder letter.
Added in current filing · verify on EDGAR →
On August 10, 2026, the ... Company issued a press release and a letter to shareholders (the "Shareholder Letter") announcing its financial results for the second quarter ended June 30, 2026.
WEBTOON Entertainment disclosed its second quarter 2026 financial results through a press release and shareholder letter. The 8-K body does not contain specific financial metrics; those would appear in the attached exhibits (99.1 and 99.2).
Event · Item 7.01 — Regulation FD Disclosure
WEBTOON announces strategic investment in RI Games Holdings via definitive agreement.
Added in current filing · verify on EDGAR →
the Company has entered into a definitive agreement to make a strategic investment in RI Games Holdings
WEBTOON Entertainment has entered into a definitive agreement to make a strategic investment in RI Games Holdings. The filing does not disclose the investment amount, ownership stake, or other financial terms of the transaction.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
For the third quarter 2026, the Company expects: •Revenue growth on a constant currency basis in the range of 0.7%-3.3%. This represents revenue in the range of $358-$368 million, based on current FX rates. •Adjusted EBITDA in the range of $0.0-$5.0 million, representing an Adjusted EBITDA Margin in the range of 0.0%-1.4%.
WEBTOON Entertainment guided Q3 2026 revenue to $358-$368 million (0.7%-3.3% constant currency growth) and Adjusted EBITDA to $0.0-$5.0 million (0.0%-1.4% margin). The guidance implies continued modest revenue growth on a constant currency basis but near-breakeven to low profitability on an Adjusted EBITDA basis.
Added in current filing · view on EDGAR →
Today, WEBTOON Entertainment also issued a press release announcing entry into a definitive agreement to make a strategic investment in RI Games Holdings Inc., giving the Company a dedicated pipeline to develop games from hit webcomics with established, built-in global fandoms. The transaction is expected to support WEBTOON Entertainment's long-term IP strategy by extending successful stories across additional entertainment formats.
WEBTOON Entertainment announced a definitive agreement to make a strategic investment in RI Games Holdings Inc., which will provide a dedicated pipeline to develop games from popular webcomics. The investment is intended to support the company's long-term IP strategy by extending successful stories into gaming and other entertainment formats.
Added in current filing · view on EDGAR → · paraphrased
Cash and cash equivalents of approximately $583.1 million plus another $11.2 million of short-term deposits included in prepaid expenses and other current assets. ... Strong Balance Sheet With Cash and Cash Equivalents of Approximately $583.1 million and No Debt
WEBTOON Entertainment reported cash and cash equivalents of approximately $583.1 million as of June 30, 2026, plus another $11.2 million of short-term deposits, with no debt. The company maintains a strong balance sheet with substantial liquidity to support operations and strategic investments.
Added in current filing · view on EDGAR →
Paid Content Revenue $ 263,941 $ 274,914 (4.0%) $ 525,379 $ 535,139 (1.8%) ... Paid Content Revenue on a Constant Currency Basis $ 286,682 $ 274,914 4.3% $ 552,916 $ 535,139 3.3% ... Advertising Revenue $ 47,124 $ 45,220 4.2% $ 86,806 $ 85,118 2.0% ... Advertising Revenue on a Constant Currency Basis $ 50,406 $ 45,220 11.5% $ 90,629 $ 85,118 6.5% ... IP Adaptations Revenue $ 27,400 $ 28,138 (2.6%) $ 47,152 $ 53,721 (12.2%) ... IP Adaptations Revenue on a Constant Currency Basis $ 29,306 $ 28,138 4.2% $ 49,211 $ 53,721 (8.4%)
Q2 2026 Paid Content revenue declined 4.0% reported but grew 4.3% constant currency to $286.7 million. Advertising revenue grew 4.2% reported and 11.5% constant currency to $50.4 million. IP Adaptations revenue declined 2.6% reported but grew 4.2% constant currency to $29.3 million. Currency headwinds significantly impacted reported results across all three revenue streams.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
we’re making a strategic investment in RI Games Holdings Inc., turning proven IP into immersive gaming universes. ... Together, WEBTOON and RI Games Holdings plan to develop and launch multiple games over the next four years, based on proven IP with an established global fan base. The slate includes games based on the hit series Overgeared (1.3B global views), Doom Breaker (590M global views), and WEBTOON sensation Omniscient Reader (aka ORV, 3.05B global views). ... Leading the lineup is a new action MMORPG based on Overgeared, scheduled for a global launch later this year.
WEBTOON announced a strategic investment in RI Games Holdings to develop multiple games over four years based on proven webcomic IP including Overgeared, Doom Breaker, and Omniscient Reader. An Overgeared MMORPG is scheduled for global launch later this year alongside an anime adaptation premiering in October 2026. This represents a shift toward direct commercialization of IP adaptations to capture more value.
Added in current filing · view on EDGAR → · paraphrased
Our Auto-Translation feature uses AI to carry stories across borders, giving readers more access to our content in their own language while also giving creators a route to new audiences around the world. ... Our AI-powered Auto-Translation launched in beta in May 2026 to eligible English-language CANVAS creators. ... This quarter in Korea we introduced byUs, an AI interactive story-chat service where fans hold conversations with characters and build stories of their own, launching with the hit series Ctrl+Alt+Resign. ... In the first week after launch, readers of the original Ctrl+Alt+Resign webcomic series rose approximately 67%, and new readers more than doubled from the previous week.
WEBTOON introduced AI-powered initiatives including Auto-Translation (launched in beta May 2026 for English CANVAS creators) and byUs (an AI interactive story-chat service in Korea). Early results for byUs showed a 67% increase in readers of the original Ctrl+Alt+Resign webcomic and new readers more than doubled in the first week after launch.
Added in current filing · view on EDGAR →
For the third quarter 2026, the Company expects: • Revenue growth on a constant currency basis in the range of 0.7%-3.3%. This represents revenue in the range of $358-$368 million, based on current FX rates. • Adjusted EBITDA in the range of $0.0-$5.0 million, representing an Adjusted EBITDA Margin in the range of 0.0%-1.4%.
WEBTOON provided Q3 2026 guidance for revenue of $358-$368 million (0.7%-3.3% constant currency growth) and Adjusted EBITDA of $0.0-$5.0 million (0.0%-1.4% margin). The guidance reflects continued investment in growth initiatives.
Event · Exhibit 99.3
Added in current filing · view on EDGAR →
The agreement also includes performance-based provisions for the remaining stake. If certain milestones are met, RI Games Holdings’ selling shareholder will have the right to sell their remaining 40% stake to WEBTOON on pre-agreed terms, payable in a combination of cash and shares of WEBTOON common stock (with the number of shares issuable subject to a cap). If those milestones are not met, WEBTOON will have the right to sell back a portion of its stake to the selling shareholder.
The deal includes contingent provisions tied to performance milestones. If milestones are met, the selling shareholder can require WEBTOON to purchase the remaining 40% stake for cash and stock (with a share cap). If milestones are not met, WEBTOON can sell back a portion of its stake. This structure ties WEBTOON's ultimate ownership level and potential dilution to RI Games' performance.
Added in current filing · view on EDGAR →
Leading the lineup is a new action MMORPG based on the hit webcomic, Overgeared, scheduled for a global launch later this year. Developed by GrayGames and published by NEXON, the game is planned to launch alongside an anime adaptation, which premieres in October 2026.
The first major game release is an Overgeared action MMORPG launching globally later in 2026, published by NEXON. The launch is coordinated with an anime adaptation premiering in October 2026, demonstrating WEBTOON's cross-media franchise strategy to expand IP reach across multiple formats simultaneously.
Added in current filing · view on EDGAR →
Also today, WEBTOON Entertainment issued second quarter 2026 financial results. The Company’s management team will host a conference call at 5:30 p.m. ET today to review the results.
WEBTOON announced its second quarter 2026 financial results concurrently with the RI Games acquisition announcement. Management will discuss the results on a conference call at 5:30 p.m. ET on August 10, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 11, 2026 · How we verify