Worth reading
52Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
4.06
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights for subscription (paid stock options)
Who receives how much
2,000,000 common shares (20,000 stock acquisition rights, each representing 100 shares)
8 directors and audit & supervisory board members of the Company20,000 stock acquisition rights (underlying common shares: 2,000,000)
The lower thin line represents the existing number of shares to which these shares will be added.
¥105 per stock acquisition right
Total issue value
¥2,100,000
Amount of funds to be raised
Total amount to be paid: ¥2,100,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the rights are issued for consideration based on each recipient's individual investment decision, rather than as compensation)
発行済株式総数
If all stock acquisition rights are exercised, the number of common shares will increase by 2,000,000
Approximately 4.06% (as a percentage of the total number of issued shares)
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 ¥107 per share. Adjustment provisions apply in connection with stock splits and consolidations, the issuance of new shares or disposal of treasury shares below market value, corporate reorganizations and other events. Floor price: Not disclosed
Exercise period
From 27 October 2026 to 26 October 2030
Number of Stock Acquisition Rights
Total number issued: 20,000; number remaining unexercised: Not disclosed
Reason for acquisition without consideration
The Company may acquire all of the rights for no consideration if approval by a shareholders meeting or a resolution by the Board of Directors is obtained for a merger or other transaction in which the Company becomes the surviving entity's absorbed company. The Company may acquire the relevant stock acquisition rights for no consideration if they become unexercisable under the exercise conditions.
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
Rights equivalent to 40% will become exercisable after 1 year has elapsed from the commencement date of the appointment. The remaining 60% will become exercisable if consolidated operating income in the Company's fiscal year financial statements becomes positive at least once. The holder must be a director, audit & supervisory board member or employee at the time of exercise, except where the Board of Directors recognizes the expiry of the holder's term of office, retirement at the mandatory retirement age or another valid reason.
Categories and Number of Persons Covered
8 directors and audit & supervisory board members of the Company; 20,000 rights
Payment date
12 May 2026
Basis for determining the amount to be paid
¥105 per stock acquisition right. This equals the fair value calculated by Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution, using a Monte Carlo simulation and taking share price information and other factors into consideration. The exercise price is ¥107, the closing price on the Tokyo Stock Exchange on the business day preceding 24 April 2026. Discount rate and premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The fair value was assessed by Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution. As the rights are issued for consideration at fair value and the terms are not particularly favorable, the issuance will be conducted without obtaining shareholder approval.
Impact on Business Performance
Impact on results for the current fiscal year: Not disclosed
| 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 | 2,000,000 common shares (20,000 stock acquisition rights, each representing 100 shares) |
| Issue price and disposal price | ¥105 per stock acquisition right |
| Total issue value | ¥2,100,000 |
| Amount of funds to be raised | Total amount to be paid: ¥2,100,000; estimated net proceeds: Not disclosed |
| Payment date | 12 May 2026 |
| Intended allottee | Name 8 directors and audit & supervisory board members of the Company / Number of Shares 20,000 stock acquisition rights (underlying common shares: 2,000,000) |
| Dilution Rate | Approximately 4.06% (as a percentage of the total number of issued shares) |
| Total number of issued shares | If all stock acquisition rights are exercised, the number of common shares will increase by 2,000,000 |
| Basis for determining the amount to be paid | ¥105 per stock acquisition right. This equals the fair value calculated by Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution, using a Monte Carlo simulation and taking share price information and other factors into consideration. The exercise price is ¥107, the closing price on the Tokyo Stock Exchange on the business day preceding 24 April 2026. Discount rate and premium rate: Not disclosed |
| Exercise price | The initial exercise price is ¥107 per share. Adjustment provisions apply in connection with stock splits and consolidations, the issuance of new shares or disposal of treasury shares below market value, corporate reorganizations and other events. Floor price: Not disclosed |
| Exercise period | From 27 October 2026 to 26 October 2030 |
| Number of Stock Acquisition Rights | Total number issued: 20,000; number remaining unexercised: Not disclosed |
| Conditions for lifting transfer restrictions | Rights equivalent to 40% will become exercisable after 1 year has elapsed from the commencement date of the appointment. The remaining 60% will become exercisable if consolidated operating income in the Company's fiscal year financial statements becomes positive at least once. The holder must be a director, audit & supervisory board member or employee at the time of exercise, except where the Board of Directors recognizes the expiry of the holder's term of office, retirement at the mandatory retirement age or another valid reason. |
| Reason for acquisition without consideration | The Company may acquire all of the rights for no consideration if approval by a shareholders meeting or a resolution by the Board of Directors is obtained for a merger or other transaction in which the Company becomes the surviving entity's absorbed company. The Company may acquire the relevant stock acquisition rights for no consideration if they become unexercisable under the exercise conditions. |
| Categories and Number of Persons Covered | 8 directors and audit & supervisory board members of the Company; 20,000 rights |
| Total Stock-Based Compensation | Not applicable (the rights are issued for consideration based on each recipient's individual investment decision, rather than as compensation) |
| Procedures under the Corporate Code of Conduct | The fair value was assessed by Tokyo Financial Advisors Co., Ltd., an independent third-party valuation institution. As the rights are issued for consideration at fair value and the terms are not particularly favorable, the issuance will be conducted without obtaining shareholder approval. |
| Impact on Business Performance | Impact on results for the current fiscal year: Not disclosed |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor 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.To enable the directors and audit & supervisory board members to share value with shareholders and increase their awareness of enhancing corporate value over the medium to long term. Rights equivalent to 60% of the total allocation will be exercisable if consolidated operating income becomes positive, providing an incentive to enhance corporate value on a sustained basis.
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.