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Share Issuance and Disposal1711SDS HOLDINGS Co.,Ltd.Construction and Materials

Notice Regarding the Partial Transfer of the 10th Stock Acquisition Rights

The transfer of 10,000 of the already-issued 10th Series of Stock Acquisition Rights (underlying 1 million shares) was approved, with the holder changing from 株式会社US社 to Nagano Shigeo (長野 重雄). The transfer is scheduled for 30 September 2026, and the transfer price has not been disclosed.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1000000
Potential common shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Partial transfer of the 10th Series of Stock Acquisition Rights through a third-party allotment (with an exercise price adjustment option)

Who receives how much

Potential common shares: 1,000,000 shares (10,000 stock acquisition rights × 100 shares per right)

Nagano Shigeo (長野 重雄)Potential common shares: 1,000,000 shares (10,000 stock acquisition rights)

The lower thin line represents the existing number of shares to which these shares will be added.

Specific use of funds
Working capital and funding for minority investments by 株式会社HARUMI TRUST
Terms of the stock acquisition rights
Exercise price
Initially ¥253 per share. From the date six months after 8 May 2026, the day following the allotment date, the price may be revised by resolution of the Board of Directors to 90% of the closing share price on the day preceding the resolution. Minimum: ¥197.
Exercise period
8 May 2026 to 8 May 2028
Number of Stock Acquisition Rights
Total issued: 100,000 stock acquisition rights. Subject to this transfer: 10,000 rights. Total unexercised balance: Not disclosed.
Intended allottee's holding policy
For pure investment purposes. The holder has stated orally that the shares will be sold, taking market conditions and the company's share price into consideration.
Basis for determining the amount to be paid
The initial exercise price is ¥253 per share. After six months have elapsed from the day following the allotment date, the price may be revised by resolution of the Board of Directors to 90% of the closing share price on the day preceding the resolution. The minimum exercise price is ¥197.
Procedures under the Corporate Code of Conduct
The transfer was approved by the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought has not been disclosed.
Most recent equity financing
Timing 7 May 2026 / Type 10th Series of Stock Acquisition Rights through a third-party allotment (with an exercise price adjustment option) / Amount Total issue price: ¥24.2 million
Impact on Business Performance
The transfer of the stock acquisition rights will have no impact on the company's financial performance.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalPartial transfer of the 10th Series of Stock Acquisition Rights through a third-party allotment (with an exercise price adjustment option)
Number of shares to be issued or disposed ofPotential common shares: 1,000,000 shares (10,000 stock acquisition rights × 100 shares per right)
Specific use of fundsDetails Working capital and funding for minority investments by 株式会社HARUMI TRUST / Amount Not disclosed / Scheduled timing of expenditures Not disclosed
Intended allotteeName Nagano Shigeo (長野 重雄) / Number of Shares Potential common shares: 1,000,000 shares (10,000 stock acquisition rights)
Intended allottee's holding policyFor pure investment purposes. The holder has stated orally that the shares will be sold, taking market conditions and the company's share price into consideration.
Basis for determining the amount to be paidThe initial exercise price is ¥253 per share. After six months have elapsed from the day following the allotment date, the price may be revised by resolution of the Board of Directors to 90% of the closing share price on the day preceding the resolution. The minimum exercise price is ¥197.
Exercise priceInitially ¥253 per share. From the date six months after 8 May 2026, the day following the allotment date, the price may be revised by resolution of the Board of Directors to 90% of the closing share price on the day preceding the resolution. Minimum: ¥197.
Exercise period8 May 2026 to 8 May 2028
Number of Stock Acquisition RightsTotal issued: 100,000 stock acquisition rights. Subject to this transfer: 10,000 rights. Total unexercised balance: Not disclosed.
Procedures under the Corporate Code of ConductThe transfer was approved by the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought has not been disclosed.
Most recent equity financingTiming 7 May 2026 / Type 10th Series of Stock Acquisition Rights through a third-party allotment (with an exercise price adjustment option) / Amount Total issue price: ¥24.2 million
Impact on Business PerformanceThe transfer of the stock acquisition rights will have no impact on the company's financial performance.
Items this document does not state (16)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesPayment dateDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationCategories and Number of Persons CoveredTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor shareholders after the offering

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.

The company needs substantial funding for its minority investment business, while the existing allottees have not exercised the rights because, among other reasons, the share price is below the exercise price. The stock acquisition rights will therefore be transferred to an investment recipient that has committed to exercising them, enabling early exercise to secure business funding.

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Notice Regarding the Partial Transfer of the 10th Stock Acquisition Rights | SDS HOLDINGS Co.,Ltd. (1711) timely disclosure | Komori