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Share Issuance and Disposal3667enish,inc.Information and Communications, Services and Others

Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights)

The company resolved to issue 38,110 paid share acquisition rights to its directors, employees and external collaborators. If all rights are exercised, the number of common shares will increase by 3,811,000, resulting in dilution of 8.58% relative to the total number of issued shares.

Worth reading
65In 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
8.58
% (ratio of potential shares to total shares issued)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

発行・処分する株式数

38,110 share acquisition rights, each representing 100 common shares, for a total of 3,811,000 potential shares

Intended allottee
Category 2 directors of the Company / Number of stock acquisition rights 18,500, Category 2 employees of the Company / Number of stock acquisition rights 9,110, Category 2 external collaborators / Number of stock acquisition rights 10,500 stock acquisition rights
¥100 per stock acquisition right
Total issue value

¥3,811,000

Amount of funds to be raised
Total subscription payment of ¥3,811,000; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Not applicable (the rights are subscribed for on a paid basis based on each individual's investment decision, rather than being provided as compensation)
発行済株式総数

8.58% (ratio of potential shares to the total number of issued shares); 55.84% when combined with the Series 22 share acquisition rights scheduled to be issued concurrently

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
¥60 per share. Adjustment provisions apply in the event of a stock split, consolidation or similar event, as well as certain issuances of new shares and dispositions of treasury shares. The floor is Not disclosed.
Exercise period
From 14 May 2027 to 13 May 2031
Number of Stock Acquisition Rights
Total issued: 38,110 share acquisition rights; outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
If approval or other authorization is granted for a corporate reorganization, or if the rights become unexercisable under the exercise conditions, the company may acquire the relevant share 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.

Transfer restriction period
The rights may not be exercised from the allotment date until the beginning of the exercise period. Board approval is required for any transfer.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 2 / Number of shares allotted Equivalent to 1,850,000 shares, Category The Company's employees / Number of Employees 2 / Number of shares allotted Equivalent to 911,000 shares, Category External collaborator / Number of Employees 2 / Number of shares allotted Equivalent to 1,050,000 shares
Intended allottee's holding policy
The company has not entered into any written agreement with the proposed allottees regarding the continued holding of the company's common shares delivered upon exercise of these share acquisition rights.
Payment date
13 May 2026
Basis for determining the amount to be paid
The issue price is equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation, taking into account a share price of ¥54, an exercise price of ¥60, a five-year exercise period, share-price volatility of 59.11%, a dividend yield of 0%, a risk-free interest rate of 1.849% and a mandatory exercise provision. The exercise price is the closing price on 24 April 2026 multiplied by 110%.
Procedures under the Corporate Code of Conduct
A third-party committee consisting of 3 members with a certain degree of independence from management was established, and its opinion was obtained on the necessity and appropriateness of the issuance. The company also obtained opinions from all 3 corporate auditors that the issuance terms comply with applicable laws and regulations.
Most recent equity financing
Timing October 2025 / Type Fundraising through Series 20 share acquisition rights / Amount Not disclosed
Impact on Business Performance
The issuance is expected to contribute to medium- to long-term earnings growth and increased corporate value. The impact in monetary terms is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of38,110 share acquisition rights, each representing 100 common shares, for a total of 3,811,000 potential shares
Issue price and disposal price¥100 per stock acquisition right
Total issue value¥3,811,000
Amount of funds to be raisedTotal subscription payment of ¥3,811,000; estimated net proceeds Not disclosed
Payment date13 May 2026
Intended allotteeCategory 2 directors of the Company / Number of stock acquisition rights 18,500, Category 2 employees of the Company / Number of stock acquisition rights 9,110, Category 2 external collaborators / Number of stock acquisition rights 10,500 stock acquisition rights
Intended allottee's holding policyThe company has not entered into any written agreement with the proposed allottees regarding the continued holding of the company's common shares delivered upon exercise of these share acquisition rights.
Dilution Rate8.58% (ratio of potential shares to the total number of issued shares); 55.84% when combined with the Series 22 share acquisition rights scheduled to be issued concurrently
Total number of issued shares44,431,560 shares (as of 31 March 2026) → Not disclosed(8.58%)
Basis for determining the amount to be paidThe issue price is equal to the valuation calculated by an independent valuation institution using a Monte Carlo simulation, taking into account a share price of ¥54, an exercise price of ¥60, a five-year exercise period, share-price volatility of 59.11%, a dividend yield of 0%, a risk-free interest rate of 1.849% and a mandatory exercise provision. The exercise price is the closing price on 24 April 2026 multiplied by 110%.
Exercise price¥60 per share. Adjustment provisions apply in the event of a stock split, consolidation or similar event, as well as certain issuances of new shares and dispositions of treasury shares. The floor is Not disclosed.
Exercise periodFrom 14 May 2027 to 13 May 2031
Number of Stock Acquisition RightsTotal issued: 38,110 share acquisition rights; outstanding unexercised rights: Not disclosed
Transfer restriction periodThe rights may not be exercised from the allotment date until the beginning of the exercise period. Board approval is required for any transfer.
Reason for acquisition without considerationIf approval or other authorization is granted for a corporate reorganization, or if the rights become unexercisable under the exercise conditions, the company may acquire the relevant share acquisition rights without consideration.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 2 / Number of shares allotted Equivalent to 1,850,000 shares, Category The Company's employees / Number of Employees 2 / Number of shares allotted Equivalent to 911,000 shares, Category External collaborator / Number of Employees 2 / Number of shares allotted Equivalent to 1,050,000 shares
Total Stock-Based CompensationNot applicable (the rights are subscribed for on a paid basis based on each individual's investment decision, rather than being provided as compensation)
Procedures under the Corporate Code of ConductA third-party committee consisting of 3 members with a certain degree of independence from management was established, and its opinion was obtained on the necessity and appropriateness of the issuance. The company also obtained opinions from all 3 corporate auditors that the issuance terms comply with applicable laws and regulations.
Most recent equity financingTiming October 2025 / Type Fundraising through Series 20 share acquisition rights / Amount Not disclosed
Impact on Business PerformanceThe issuance is expected to contribute to medium- to long-term earnings growth and increased corporate value. The impact in monetary terms is Not disclosed.
Items this document does not state (7)
Estimated issuance expensesSpecific use of fundsConditions for lifting transfer restrictionsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 motivate directors, employees and external collaborators and strengthen their cohesion in pursuit of medium- to long-term earnings growth and increased corporate value. For external collaborators, the issuance is also intended to encourage participation in the DAT business and risk-sharing with shareholders.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | enish,inc. (3667) timely disclosure | Komori