Worth reading
70In focus
Scored from 4 of 5 sectionsDirection
Mixed performance
Direction inferred from the company’s description.Scale
5.03
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issue of paid stock options (Series S-8 stock acquisition rights)
発行・処分する株式数
2,200,000 common shares (22,000 stock acquisition rights × 100 shares, if all rights are exercised)
Intended allottee
Category Directors of the company / Number of Employees 4 / Number of stock acquisition rights 5,600, Category Directors of the company’s subsidiaries and all executive officers of the company’s group / Number of Employees 16 / Number of stock acquisition rights 11,200, Category Employees of the company and its subsidiaries / Number of Employees 10 / Number of stock acquisition rights 5,200
¥100 per stock acquisition right
Total issue value
¥2,200,000 (22,000 stock acquisition rights × ¥100)
発行済株式総数
5.03％
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
Initially ¥186. Adjustment provisions apply in connection with share splits and consolidations, new share issues and disposals of treasury shares, corporate reorganisations and other events. The adjustment floor is Not disclosed.
Exercise period
From 1 November 2026 to 31 October 2034
Number of Stock Acquisition Rights
Total issued: 22,000. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
If prescribed approvals are obtained for a merger, company split, share exchange or similar transaction, or if the rights become unexercisable before exercise, the company may acquire these stock acquisition rights without consideration.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 4 / Number of allocated shares Equivalent to 560,000 shares, Category Directors of the company’s subsidiaries and all executive officers of the company’s group / Number of Employees 16 / Number of allocated shares Equivalent to 1,120,000 shares, Category Employees of the company and its subsidiaries / Number of Employees 10 / Number of allocated shares Equivalent to 520,000 shares
Intended allottee's holding policy
The rights will be subscribed for on a paid basis based on each recipient’s individual investment decision, rather than as compensation. Transfers require approval from the company’s Board of Directors. Eligible recipients are prohibited from waiving all or part of these stock acquisition rights and remain obligated to exercise them even after losing their status as officers or employees.
Payment date
30 October 2026
Basis for determining the amount to be paid
Determined by reference to the price calculated by an independent valuation institution using a Monte Carlo simulation based on a share price of ¥160, volatility of 46.77%, 8 years to maturity, a dividend yield of 1.25%, a risk-free interest rate of 2.805%, and the forced exercise provision, among other assumptions. The exercise price is 116% of the closing share price of ¥160 on 6 October 2026.
Procedures under the Corporate Code of Conduct
The issue will be carried out without shareholder approval because the rights are being issued for consideration and on terms that are not particularly favourable. The company’s 4 directors who are scheduled recipients did not participate in the deliberations or resolution because they have a special interest in the matter.
Impact on Business Performance
The company believes that improvements in corporate and shareholder value will be achieved through the promotion of management integration, further advancement and expansion of the business, and improved performance. The specific amount is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issue of paid stock options (Series S-8 stock acquisition rights) |
| Number of shares to be issued or disposed of | 2,200,000 common shares (22,000 stock acquisition rights × 100 shares, if all rights are exercised) |
| Issue price and disposal price | ¥100 per stock acquisition right |
| Total issue value | ¥2,200,000 (22,000 stock acquisition rights × ¥100) |
| Payment date | 30 October 2026 |
| Intended allottee | Category Directors of the company / Number of Employees 4 / Number of stock acquisition rights 5,600, Category Directors of the company’s subsidiaries and all executive officers of the company’s group / Number of Employees 16 / Number of stock acquisition rights 11,200, Category Employees of the company and its subsidiaries / Number of Employees 10 / Number of stock acquisition rights 5,200 |
| Intended allottee's holding policy | The rights will be subscribed for on a paid basis based on each recipient’s individual investment decision, rather than as compensation. Transfers require approval from the company’s Board of Directors. Eligible recipients are prohibited from waiving all or part of these stock acquisition rights and remain obligated to exercise them even after losing their status as officers or employees. |
| Dilution Rate | 5.03％ |
| Total number of issued shares | 43,737,832 shares → 46,?37,832 shares (if all rights are exercised; calculated based on the increase of 2,200,000 shares stated in the body of the disclosure)（5.03％） |
| Basis for determining the amount to be paid | Determined by reference to the price calculated by an independent valuation institution using a Monte Carlo simulation based on a share price of ¥160, volatility of 46.77%, 8 years to maturity, a dividend yield of 1.25%, a risk-free interest rate of 2.805%, and the forced exercise provision, among other assumptions. The exercise price is 116% of the closing share price of ¥160 on 6 October 2026. |
| Exercise price | Initially ¥186. Adjustment provisions apply in connection with share splits and consolidations, new share issues and disposals of treasury shares, corporate reorganisations and other events. The adjustment floor is Not disclosed. |
| Exercise period | From 1 November 2026 to 31 October 2034 |
| Number of Stock Acquisition Rights | Total issued: 22,000. Number of unexercised rights: Not disclosed. |
| Reason for acquisition without consideration | If prescribed approvals are obtained for a merger, company split, share exchange or similar transaction, or if the rights become unexercisable before exercise, the company may acquire these stock acquisition rights without consideration. |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 4 / Number of allocated shares Equivalent to 560,000 shares, Category Directors of the company’s subsidiaries and all executive officers of the company’s group / Number of Employees 16 / Number of allocated shares Equivalent to 1,120,000 shares, Category Employees of the company and its subsidiaries / Number of Employees 10 / Number of allocated shares Equivalent to 520,000 shares |
| Procedures under the Corporate Code of Conduct | The issue will be carried out without shareholder approval because the rights are being issued for consideration and on terms that are not particularly favourable. The company’s 4 directors who are scheduled recipients did not participate in the deliberations or resolution because they have a special interest in the matter. |
| Impact on Business Performance | The company believes that improvements in corporate and shareholder value will be achieved through the promotion of management integration, further advancement and expansion of the business, and improved performance. The specific amount is Not disclosed. |
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 increase the eligible recipients’ motivation, morale and cohesion and promote management integration, an increase in the share price, and improvements in corporate and shareholder value, with a view to expanding performance over the medium to long term. The company also cites the forced exercise provision, which applies if the share price falls below a certain level, as a reason for having eligible recipients share the risk of share-price fluctuations with existing shareholders.
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.