Details of issuance or disposal
Issuance of performance target- and share price-conditioned stock options (5th Series of Stock Acquisition Rights) and waiver of the 4th Series of Stock Acquisition Rights
209,900 shares (number of shares underlying the Stock Acquisition Rights)
The lower thin line represents the existing number of shares to which these shares will be added.
Approximately 1.05% (percentage relative to the current total number of issued shares if all of these Stock Acquisition Rights are exercised)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of performance target- and share price-conditioned stock options (5th Series of Stock Acquisition Rights) and waiver of the 4th Series of Stock Acquisition Rights |
| Number of shares to be issued or disposed of | 209,900 shares (number of shares underlying the Stock Acquisition Rights) |
| Issue price and disposal price | The Stock Acquisition Rights will be issued at no cost. |
| Intended allottee | 141 employees of the Company and its subsidiaries: 209,900 units |
| Dilution Rate | Approximately 1.05% (percentage relative to the current total number of issued shares if all of these Stock Acquisition Rights are exercised) |
| Basis for determining the amount to be paid | The exercise price will be the closing price on the date of the Board of Directors' resolution determining the offering terms. If there is no closing price on that date, the closing price on the most recent trading day will be used. The specific closing price is Not disclosed. |
| Exercise price | The closing price on the date of the Board of Directors' resolution. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The floor price is Not disclosed. |
| Exercise period | From 4 August 2028 to 3 August 2036 |
| Number of Stock Acquisition Rights | Total to be issued: 209,900 units. The number of unexercised units is Not disclosed. |
| Conditions for lifting transfer restrictions | The exercise conditions are the achievement of the performance target (consolidated net sales of ¥5.5 billion) and share price targets set in stages. The maximum number of Stock Acquisition Rights may be exercised when the share price reaches ¥5,292 and the prescribed performance target has been achieved. |
| Reason for acquisition without consideration | The Company may acquire the unexercised Stock Acquisition Rights at no cost if the necessary approvals or other procedures for a corporate reorganization have been completed, if a rights holder ceases to be a director, Audit & Supervisory Board member, employee or other personnel of the Company or its subsidiaries, or in the event of imprisonment or a more severe criminal penalty, competition with the Company, misconduct, attachment, insolvency proceedings, breach of contract, disappearance, grounds for disciplinary action, breach of the duty of loyalty or similar circumstances. |
| Categories and Number of Persons Covered | 141 employees of the Company and its subsidiaries: 209,900 units |
| Procedures under the Corporate Code of Conduct | Because the Stock Acquisition Rights will be issued at no cost at fair value and on terms that are not particularly favorable, they will be issued without shareholder approval. An opinion from an independent third party is Not disclosed. |
| Most recent equity financing | Resolution dated 12 September 2025: 4th Series of Stock Acquisition Rights, approximately 0.74% of the total number of issued shares at that time |
Items this document does not state (14)
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.Because changes in the business environment, business plan and share price level have made it difficult for the 4th Series of Stock Acquisition Rights to fully deliver its intended incentive effect, the eligible recipients and conditions will be reviewed. The changes will also address the increase in the number of employees, raise their motivation to drive business growth and enhance corporate value over the medium to long term, and promote the sharing of value with shareholders.