Worth reading
60In focus
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
2.1
% (maximum dilution as a percentage of total shares outstanding)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock acquisition rights (performance-linked paid stock options)
発行・処分する株式数
12,880 stock acquisition rights, representing 1,288,000 underlying common shares (100 shares per right)
Intended allottee
Name The Company's directors (including directors serving as Audit and Supervisory Committee Members) / Number of Employees 8 independent officers / Number of stock acquisition rights 1,570 rights, Name Employees of the Company / Number of Employees 346 / Number of stock acquisition rights 11,310 rights
¥315 per stock acquisition right
Total issue value
¥4,057,200 (¥315 × 12,880 rights)
Amount of funds to be raised
Total amount to be paid: ¥4,057,200. Estimated net proceeds: Not disclosed
発行済株式総数
Approximately 2.1% at maximum (based on total shares issued of 61,424,000 as of 31 May 2026)
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
Initial exercise price of ¥195 per share. Adjustment provisions apply in the event of a stock split, reverse stock split or issuance of shares below market value, among other events. The floor for adjustments is Not disclosed
Exercise period
From 1 March 2028 to 28 February 2031 (or the preceding bank business day if that date is not a bank business day)
Number of Stock Acquisition Rights
Total issued: 12,880 rights. Number of unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval is granted for a corporate reorganization, if the rights can no longer be exercised under the exercise conditions, or if a holder offers to waive the rights.
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 a performance condition, the Company must achieve net sales of at least ¥15,548 million and operating income of at least ¥200 million in the audited statement of income for the fiscal year ending December 2026. The holder must also continue to be a director or employee of the Company or one of its affiliated companies at the time of exercise and through 1 March 2028, subject to certain exceptions.
Categories and Number of Persons Covered
The Company's directors (including directors serving as Audit and Supervisory Committee Members): 8 people, 1,570 rights, The Company's employees: 346 people, 11,310 rights
Intended allottee's holding policy
The acquisition of the stock acquisition rights by transfer requires the approval of the Company's Board of Directors.
Payment date
1 July 2026
Basis for determining the amount to be paid
The exercise price is set at the closing price of ¥195 per share on the TSE on the business day preceding the date of the issuance resolution. A third-party valuation institution calculated the value using a numerical calculation method based on the general-purpose Black-Scholes equation, applying a share price volatility of 45.50%, a dividend yield of 0.00%, a risk-free interest rate of 1.90% and a term to maturity of 4.72 years, among other factors. The payment amount of ¥315 per stock acquisition right is equal to the appraised value.
Procedures under the Corporate Code of Conduct
Because the rights will be issued for cash at fair value and not on particularly favorable terms, the issuance will be carried out without shareholder approval. The price has been calculated by a third-party valuation institution.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock acquisition rights (performance-linked paid stock options) |
| Number of shares to be issued or disposed of | 12,880 stock acquisition rights, representing 1,288,000 underlying common shares (100 shares per right) |
| Issue price and disposal price | ¥315 per stock acquisition right |
| Total issue value | ¥4,057,200 (¥315 × 12,880 rights) |
| Amount of funds to be raised | Total amount to be paid: ¥4,057,200. Estimated net proceeds: Not disclosed |
| Payment date | 1 July 2026 |
| Intended allottee | Name The Company's directors (including directors serving as Audit and Supervisory Committee Members) / Number of Employees 8 independent officers / Number of stock acquisition rights 1,570 rights, Name Employees of the Company / Number of Employees 346 / Number of stock acquisition rights 11,310 rights |
| Intended allottee's holding policy | The acquisition of the stock acquisition rights by transfer requires the approval of the Company's Board of Directors. |
| Dilution Rate | Approximately 2.1% at maximum (based on total shares issued of 61,424,000 as of 31 May 2026) |
| Total number of issued shares | 61,424,000 shares → Not disclosed（Approximately 2.1% at maximum） |
| Basis for determining the amount to be paid | The exercise price is set at the closing price of ¥195 per share on the TSE on the business day preceding the date of the issuance resolution. A third-party valuation institution calculated the value using a numerical calculation method based on the general-purpose Black-Scholes equation, applying a share price volatility of 45.50%, a dividend yield of 0.00%, a risk-free interest rate of 1.90% and a term to maturity of 4.72 years, among other factors. The payment amount of ¥315 per stock acquisition right is equal to the appraised value. |
| Exercise price | Initial exercise price of ¥195 per share. Adjustment provisions apply in the event of a stock split, reverse stock split or issuance of shares below market value, among other events. The floor for adjustments is Not disclosed |
| Exercise period | From 1 March 2028 to 28 February 2031 (or the preceding bank business day if that date is not a bank business day) |
| Number of Stock Acquisition Rights | Total issued: 12,880 rights. Number of unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | As a performance condition, the Company must achieve net sales of at least ¥15,548 million and operating income of at least ¥200 million in the audited statement of income for the fiscal year ending December 2026. The holder must also continue to be a director or employee of the Company or one of its affiliated companies at the time of exercise and through 1 March 2028, subject to certain exceptions. |
| Reason for acquisition without consideration | If approval is granted for a corporate reorganization, if the rights can no longer be exercised under the exercise conditions, or if a holder offers to waive the rights. |
| Categories and Number of Persons Covered | The Company's directors (including directors serving as Audit and Supervisory Committee Members): 8 people, 1,570 rights, The Company's employees: 346 people, 11,310 rights |
| Procedures under the Corporate Code of Conduct | Because the rights will be issued for cash at fair value and not on particularly favorable terms, the issuance will be carried out without shareholder approval. The price has been calculated by a third-party valuation institution. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsTransfer 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 enhance the motivation and morale of directors and employees and strengthen their commitment to expanding performance, with a view to increasing corporate value over the medium to long term. Achievement of performance targets of net sales of at least ¥15,548 million and operating income of at least ¥200 million is required as an exercise condition.
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