Worth reading
48Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
2.35
% (dilution ratio relative to total shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock options (stock acquisition rights)
Who receives how much
Up to 45,000 common shares (450 stock acquisition rights, 100 shares per right)
3 directors of the Company294 stock acquisition rights (29,400 underlying shares)
17 employees of the Company156 stock acquisition rights (15,600 underlying shares)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥1,800 per share acquisition right
発行済株式総数
Approximately 2.35% (relative to 1,918,600 total shares outstanding)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1,804 per share. Adjustment provisions apply in the event of a share split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other specified events. The lower limit for adjustments was not disclosed.
Exercise period
From 1 April 2029 through 7 May 2036 (or the preceding banking business day if the final day is not a banking business day)
Number of Stock Acquisition Rights
Total issued: 450 stock acquisition rights. The number of outstanding unexercised rights was not disclosed.
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights without consideration if approval is granted at a general meeting of shareholders or another relevant meeting for a merger or similar transaction in which the Company becomes the surviving company's dissolved entity, or if a holder becomes unable to exercise the rights before exercising them because the exercise conditions are no longer satisfied.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Conditions for lifting transfer restrictions
As an operating performance condition, during any fiscal year from 1 January 2028 through 31 December 2030, operating profit before goodwill amortization must exceed ¥1 billion at least once, and the closing price in regular trading must exceed ¥5,213 at least once. In addition, at the time of exercise, the holder must be a director, audit & supervisory board member or employee of the Company or one of its affiliates, except where the Board of Directors recognizes the holder's departure upon expiration of the term of office, mandatory retirement or other justifiable reason.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 3 / Number of allocated shares 294 stock acquisition rights (29,400 shares), Category The Company's employees / Number of Employees 17 / Number of allocated shares 156 stock acquisition rights (15,600 shares)
Payment date
8 May 2026
Basis for determining the amount to be paid
The issue price was determined with reference to the valuation calculated by the independent valuation firm Plutus Consulting Co., Ltd. using a Monte Carlo simulation based on a share price of ¥1,804, volatility of 58.48%, an exercise period of 10 years, a dividend yield of 0%, a risk-free interest rate of 2.46%, and the applicable operating performance and share price conditions. The discount rate and premium rate were not disclosed.
Procedures under the Corporate Code of Conduct
Because the rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be conducted without obtaining shareholder approval. The director recipients were excluded from the deliberations and resolution as specially interested parties.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (stock acquisition rights) |
| Number of shares to be issued or disposed of | Up to 45,000 common shares (450 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥1,800 per share acquisition right |
| Payment date | 8 May 2026 |
| Intended allottee | Name 3 directors of the Company / Number of Shares 294 stock acquisition rights (29,400 underlying shares), Name 17 employees of the Company / Number of Shares 156 stock acquisition rights (15,600 underlying shares) |
| Dilution Rate | Approximately 2.35% (relative to 1,918,600 total shares outstanding) |
| Total number of issued shares | 1,918,600 shares → Not disclosed |
| Basis for determining the amount to be paid | The issue price was determined with reference to the valuation calculated by the independent valuation firm Plutus Consulting Co., Ltd. using a Monte Carlo simulation based on a share price of ¥1,804, volatility of 58.48%, an exercise period of 10 years, a dividend yield of 0%, a risk-free interest rate of 2.46%, and the applicable operating performance and share price conditions. The discount rate and premium rate were not disclosed. |
| Exercise price | The initial exercise price is ¥1,804 per share. Adjustment provisions apply in the event of a share split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other specified events. The lower limit for adjustments was not disclosed. |
| Exercise period | From 1 April 2029 through 7 May 2036 (or the preceding banking business day if the final day is not a banking business day) |
| Number of Stock Acquisition Rights | Total issued: 450 stock acquisition rights. The number of outstanding unexercised rights was not disclosed. |
| Conditions for lifting transfer restrictions | As an operating performance condition, during any fiscal year from 1 January 2028 through 31 December 2030, operating profit before goodwill amortization must exceed ¥1 billion at least once, and the closing price in regular trading must exceed ¥5,213 at least once. In addition, at the time of exercise, the holder must be a director, audit & supervisory board member or employee of the Company or one of its affiliates, except where the Board of Directors recognizes the holder's departure upon expiration of the term of office, mandatory retirement or other justifiable reason. |
| Reason for acquisition without consideration | The Company may acquire the stock acquisition rights without consideration if approval is granted at a general meeting of shareholders or another relevant meeting for a merger or similar transaction in which the Company becomes the surviving company's dissolved entity, or if a holder becomes unable to exercise the rights before exercising them because the exercise conditions are no longer satisfied. |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 3 / Number of allocated shares 294 stock acquisition rights (29,400 shares), Category The Company's employees / Number of Employees 17 / Number of allocated shares 156 stock acquisition rights (15,600 shares) |
| Procedures under the Corporate Code of Conduct | Because the rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be conducted without obtaining shareholder approval. The director recipients were excluded from the deliberations and resolution as specially interested parties. |
Items this document does not state (13)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To increase the motivation and morale of directors and employees and strengthen their unity, with a view to expanding operating performance and increasing corporate value over the medium to long term. The exercise conditions are operating profit before goodwill amortization of ¥1 billion and a market capitalization of approximately ¥10 billion, with the aim of increasing corporate and shareholder value.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.