Worth reading
66In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
5
Percentage of total shares issued (approximately 5%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights for subscription (paid stock options)
Who receives how much
1,942,000 ordinary shares (19,420 stock acquisition rights × 100 shares per right)
The Company's directors and executive officers8 independent officers / 18,720 rights
The Company's employees7 / 700 rights
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.
¥8 per stock acquisition right
Total issue value
¥155,360 (¥8 × 19,420 rights)
Amount of funds to be raised
Total payment for the stock acquisition rights: ¥155,360. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (these stock acquisition rights are not compensation for the recipients; they will subscribe for the rights for consideration based on individual investment decisions)
発行済株式総数
If all of these stock acquisition rights are exercised, the number of ordinary shares will increase by 1,942,000
Approximately 5% (the ratio of the total number of ordinary shares that would be issued upon the exercise of all of these stock acquisition rights to the total number of shares issued)
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 ¥385 per share. Adjustment provisions apply in the event of a stock split or consolidation, or the issuance of new shares or disposal of treasury shares at a price below market value, among other events. The floor for adjustments is Not disclosed
Exercise period
Start Date 1 July 2027 / End date 31 March 2036
Number of Stock Acquisition Rights
Total number issued 19,420 rights / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If approval is granted at a shareholders meeting or otherwise for a merger or similar transaction in which the company becomes the disappearing company, or if a holder becomes unable to exercise the rights before exercising them because of the exercise conditions, the company may acquire the stock acquisition rights without consideration
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 performance conditions, the rights may be exercised up to 33% if operating profit exceeds ¥589 million in any fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2031, up to 66% if operating profit exceeds ¥1,944 million in any fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2033, and up to 100% if operating profit exceeds ¥3,300 million in any fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2035. At the time of exercise, the holder must also be a director, audit & supervisory board member or employee of the company or one of its affiliates
Categories and Number of Persons Covered
Category The Company's directors and executive officers / Number of Employees 8 independent officers / Number of allocated shares Equivalent to 1,872,000 shares (18,720 rights × 100 shares), Category The Company's employees / Number of Employees 7 / Number of allocated shares Equivalent to 70,000 shares (700 rights × 100 shares)
Payment date
15 April 2026
Basis for determining the amount to be paid
¥8 per stock acquisition right. The amount was determined with reference to the results calculated by the third-party valuation institution 株式会社赤坂国際会計 using a Monte Carlo simulation and taking into account stock price information and other factors. The discount or premium to the closing price and average share price is Not disclosed
Procedures under the Corporate Code of Conduct
The rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights for subscription (paid stock options) |
| Number of shares to be issued or disposed of | 1,942,000 ordinary shares (19,420 stock acquisition rights × 100 shares per right) |
| Issue price and disposal price | ¥8 per stock acquisition right |
| Total issue value | ¥155,360 (¥8 × 19,420 rights) |
| Amount of funds to be raised | Total payment for the stock acquisition rights: ¥155,360. Estimated net proceeds: Not disclosed |
| Payment date | 15 April 2026 |
| Intended allottee | Category The Company's directors and executive officers / Number of Employees 8 independent officers / Number of units 18,720 rights, Category The Company's employees / Number of Employees 7 / Number of units 700 rights |
| Dilution Rate | Approximately 5% (the ratio of the total number of ordinary shares that would be issued upon the exercise of all of these stock acquisition rights to the total number of shares issued) |
| Total number of issued shares | If all of these stock acquisition rights are exercised, the number of ordinary shares will increase by 1,942,000 |
| Basis for determining the amount to be paid | ¥8 per stock acquisition right. The amount was determined with reference to the results calculated by the third-party valuation institution 株式会社赤坂国際会計 using a Monte Carlo simulation and taking into account stock price information and other factors. The discount or premium to the closing price and average share price is Not disclosed |
| Exercise price | The initial exercise price is ¥385 per share. Adjustment provisions apply in the event of a stock split or consolidation, or the issuance of new shares or disposal of treasury shares at a price below market value, among other events. The floor for adjustments is Not disclosed |
| Exercise period | Start Date 1 July 2027 / End date 31 March 2036 |
| Number of Stock Acquisition Rights | Total number issued 19,420 rights / Number of unexercised units Not disclosed |
| Conditions for lifting transfer restrictions | As performance conditions, the rights may be exercised up to 33% if operating profit exceeds ¥589 million in any fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2031, up to 66% if operating profit exceeds ¥1,944 million in any fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2033, and up to 100% if operating profit exceeds ¥3,300 million in any fiscal year from the fiscal year ending March 2027 through the fiscal year ending March 2035. At the time of exercise, the holder must also be a director, audit & supervisory board member or employee of the company or one of its affiliates |
| Reason for acquisition without consideration | If approval is granted at a shareholders meeting or otherwise for a merger or similar transaction in which the company becomes the disappearing company, or if a holder becomes unable to exercise the rights before exercising them because of the exercise conditions, the company may acquire the stock acquisition rights without consideration |
| Categories and Number of Persons Covered | Category The Company's directors and executive officers / Number of Employees 8 independent officers / Number of allocated shares Equivalent to 1,872,000 shares (18,720 rights × 100 shares), Category The Company's employees / Number of Employees 7 / Number of allocated shares Equivalent to 70,000 shares (700 rights × 100 shares) |
| Total Stock-Based Compensation | Not applicable (these stock acquisition rights are not compensation for the recipients; they will subscribe for the rights for consideration based on individual investment decisions) |
| Procedures under the Corporate Code of Conduct | The rights will be issued for consideration at fair value and on terms that are not particularly favorable, so the issuance will be conducted without shareholder approval |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodUnderwriter / 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, executive officers and employees and strengthen cohesion within the company, with a view to achieving medium- to long-term earnings growth and increasing corporate value. The company explains that meeting the operating profit performance conditions will contribute to improving corporate value and shareholder value, and that the impact of dilution is reasonable.
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.