Details of issuance or disposal
Further amendment to the issuance terms of paid stock options (10th Series of Stock Acquisition Rights)
Total underlying shares: changed from 319,464,000 shares before the further amendment (459,000 rights × 696 shares) to 188,190,000 shares after the further amendment (459,000 rights × 410 shares). Remaining potential shares: 105,366,000 shares
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.
Total exercise proceeds if all remaining stock acquisition rights are exercised: approximately ¥1.05 billion. Estimated net proceeds: Not disclosed
Set below the level equivalent to 20% on a post-exercise basis (410 shares, below approximately 410.86 shares per right)
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 | Further amendment to the issuance terms of paid stock options (10th Series of Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | Total underlying shares: changed from 319,464,000 shares before the further amendment (459,000 rights × 696 shares) to 188,190,000 shares after the further amendment (459,000 rights × 410 shares). Remaining potential shares: 105,366,000 shares |
| Amount of funds to be raised | Total exercise proceeds if all remaining stock acquisition rights are exercised: approximately ¥1.05 billion. Estimated net proceeds: Not disclosed |
| Intended allottee | 1 director: 276,000 rights, 2 executive officers: 141,000 rights, 2 employees: 42,000 rights |
| Intended allottee's holding policy | A lock-up will apply to shares acquired through the exercise of these stock acquisition rights until 17 August 2031 |
| Dilution Rate | Set below the level equivalent to 20% on a post-exercise basis (410 shares, below approximately 410.86 shares per right) |
| Basis for determining the amount to be paid | Based on the number of issued common shares as of 1 September 2025, 410 shares was set as the nearest integer below the level at which dilution on a post-exercise basis would be 20%. The exercise price remains unchanged at ¥10 per share |
| Exercise price | ¥10 per share. This disclosure does not describe any changes to the adjustment provisions |
| Exercise period | Vested rights will remain exercisable from 8 February 2026. Unvested rights will become exercisable in 1/3 tranches from 18 August 2029, 18 August 2030 and 18 August 2031 |
| Number of Stock Acquisition Rights | Total issued: 459,000 rights. Total held: 459,000 rights. Remaining unexercised rights represent 105,366,000 shares, calculated by subtracting the 82,824,000 shares already acquired through exercise from the 188,190,000 total underlying shares after the further amendment |
| Transfer restriction period | Until 17 August 2031 for shares acquired through exercise |
| Categories and Number of Persons Covered | 1 director: 276,000 rights; 2 executive officers: 141,000 rights; 2 employees: 42,000 rights |
| Procedures under the Corporate Code of Conduct | The director holding the stock acquisition rights was excluded from deliberations and voting. Consent to the further amendment was obtained from all holders of the stock acquisition rights |
| Most recent equity financing | Overseas offering in September 2025, Third-party allotments on or after September 2025 |
| Impact on Business Performance | The impact of this further amendment on consolidated results for the current fiscal year is expected to be immaterial |
Items this document does not state (13)
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 exclude equity financings on or after 1 September 2025 from the scope and revise the terms to a level more consistent with the original objective of aligning the interests of officers and employees with those of shareholders. In addition, the company determined that establishing a new incentive scheme linked to future contributions and the enhancement of shareholder value would be more appropriate than transferring the rights to a long-term officer and employee incentive vehicle.