Details of issuance or disposal
Issuance (Allocation) of Equity Compensation Stock Options (Stock Acquisition Rights)
22,500 common shares (225 stock acquisition rights, 100 shares per right)
The Company will receive no funds. The rights will be granted by offsetting monetary compensation receivables equivalent to the payment amount for the stock acquisition rights against the payment obligation.
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 (Allocation) of Equity Compensation Stock Options (Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 22,500 common shares (225 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | The payment amount per stock acquisition right will be the per-share option price calculated using the Black-Scholes model on the allocation date, multiplied by the number of shares underlying each right. |
| Amount of funds to be raised | The Company will receive no funds. The rights will be granted by offsetting monetary compensation receivables equivalent to the payment amount for the stock acquisition rights against the payment obligation. |
| Payment date | 19 June 2026 (the monetary compensation receivables will be offset against the payment obligation in lieu of payment) |
| Intended allottee | Category Directors of the Company, excluding outside directors and part-time directors / Number of Employees 2 / Number of stock acquisition rights 36 stock acquisition rights, Category Directors of the Company's wholly owned subsidiary, excluding outside directors and part-time directors / Number of Employees 12 / Number of stock acquisition rights 114 stock acquisition rights, Category Executive officers of the Company / Number of Employees 5 / Number of stock acquisition rights 75 stock acquisition rights |
| Intended allottee's holding policy | The holders of the stock acquisition rights and their successors may not transfer the stock acquisition rights or pledge them as collateral. |
| Basis for determining the amount to be paid | The per-share option price calculated using the Black-Scholes model on the allocation date of the stock acquisition rights will be used as the basis. The closing price, average share price, discount rate and premium rate are Not disclosed. |
| Exercise price | ¥1 per share. In the event of a share split or consolidation of shares, the exercise price will be adjusted in accordance with the applicable ratio. The floor is Not disclosed. |
| Exercise period | Start Date 19 June 2026 / End date 18 June 2056 |
| Number of Stock Acquisition Rights | Total number issued 225 / Number of unexercised units Not disclosed |
| Conditions for lifting transfer restrictions | The rights may not be exercised while the holder remains in office or employment. They may be exercised in a lump sum only during the period from the day following the date on which the holder loses all positions as a director, corporate auditor, executive officer or employee of the Company or its consolidated subsidiaries until 10 days have elapsed. |
| Reason for acquisition without consideration | The rights remain unexercised after the exercise period has expired., The holder of the stock acquisition rights gives written notice of waiving all or part of the rights. |
| Categories and Number of Persons Covered | Category Directors of the Company, excluding outside directors and part-time directors / Number of Employees 2 / Number of allocated shares 3,600 shares, Category Directors of the Company's wholly owned subsidiary, excluding outside directors and part-time directors / Number of Employees 12 / Number of allocated shares 11,400 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 7,500 shares |
| Total Stock-Based Compensation | Monetary compensation equivalent to the payment amount for the stock acquisition rights. The specific amount is Not disclosed. |
| Procedures under the Corporate Code of Conduct | On 22 May 2026, the Company obtained written opinions from 1 outside corporate auditor and 3 outside directors who are independent of the controlling shareholder, stating that the transaction is not disadvantageous to minority shareholders. The Representative Director and President did not participate in the deliberations or resolution of the Board of Directors to avoid conflicts of interest. The Company commissioned an independent third-party valuation institution to calculate the fair value of the stock acquisition rights and obtained the estimated valuation results on 8 May 2026. |
| Impact on Business Performance | The impact of the issuance of these stock acquisition rights on business performance is Not disclosed. |
Items this document does not state (11)
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 strengthen the linkage between the compensation of the eligible directors and others and the share price, and to heighten awareness of improving medium- to long-term business performance and corporate value by sharing with shareholders the benefits of a rising share price and the risks of a decline.