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Share Issuance and Disposal3798ULS Group,Inc.Information and Communications, Services and Others

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

The Company resolved to issue 3,030 paid Series 16 stock acquisition rights to directors and employees of the Company and its subsidiaries. Before the performance target is achieved, the exercise price will be revised based on the closing share price. After the target is achieved, the exercise price will be fixed at the initial exercise price.

Worth reading
54Recurring
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
4.7
Percentage of total shares issued (%)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (Series 16 stock acquisition rights)

Who receives how much

3,030,000 shares of the Company’s common stock (3,030 stock acquisition rights, each representing 1,000 shares)

1 director of the Company800,000 shares
4 employees of the Company60,000 shares
3 directors of subsidiaries of the Company1,450,000 shares
45 employees of subsidiaries of the Company720,000 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.

¥4,000 per stock acquisition right
Total issue value

¥12,120,000 (3,030 stock acquisition rights × ¥4,000)

Amount of funds to be raised
Total payment amount: ¥12,120,000. Estimated net proceeds: Not disclosed
発行済株式総数

4.7%

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
The initial exercise price will be the closing price of the Company’s common stock on the Tokyo Stock Exchange on the allotment date of the stock acquisition rights. Before the performance target is achieved, the price will be revised to the closing share price on the exercise date, but will not fall below the initial exercise price. If ordinary profit before amortization of goodwill and stock-based compensation expenses exceeds ¥6 billion during the period from the fiscal year ending March 2027 through the fiscal year ending March 2036, the exercise price will be revised to the initial exercise price, with no further revisions thereafter.
Exercise period
From 30 April 2026 to 30 September 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 3,030 stock acquisition rights. Unexercised stock acquisition rights: Not disclosed
Reason for acquisition without consideration
If approval is granted at a shareholders’ meeting or otherwise for a merger or similar transaction in which the Company is the disappearing company, or if a holder of stock acquisition rights ceases to satisfy the exercise conditions before exercising the rights, the Company may acquire all or part of the unexercised stock acquisition rights at no cost.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 1 / Number of allocated shares 800,000 shares, Category The Company's employees / Number of Employees 4 / Number of allocated shares 60,000 shares, Category Directors of the company's subsidiaries / Number of Employees 3 / Number of allocated shares 1,450,000 shares, Category Employees of the company's subsidiaries / Number of Employees 45 / Number of allocated shares 720,000 shares
Payment date
13 May 2026
Basis for determining the amount to be paid
The issue price of ¥4,000 per stock acquisition right is equal to the fair value calculated using a Monte Carlo simulation by the third-party valuation firm Plutus Consulting Co., Ltd., taking into account the Company’s share price information and other factors. The periods used for the reference closing price and average share price, as well as the discount rate and premium rate, are Not disclosed
Procedures under the Corporate Code of Conduct
Because the stock acquisition rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (Series 16 stock acquisition rights)
Number of shares to be issued or disposed of3,030,000 shares of the Company’s common stock (3,030 stock acquisition rights, each representing 1,000 shares)
Issue price and disposal price¥4,000 per stock acquisition right
Total issue value¥12,120,000 (3,030 stock acquisition rights × ¥4,000)
Amount of funds to be raisedTotal payment amount: ¥12,120,000. Estimated net proceeds: Not disclosed
Payment date13 May 2026
Intended allotteeCategory 1 director of the Company / Number of stock acquisition rights 800 / Number of underlying shares 800,000 shares, Category 4 employees of the Company / Number of stock acquisition rights 60 / Number of underlying shares 60,000 shares, Category 3 directors of subsidiaries of the Company / Number of stock acquisition rights 1,450 / Number of underlying shares 1,450,000 shares, Category 45 employees of subsidiaries of the Company / Number of stock acquisition rights 720 / Number of underlying shares 720,000 shares
Dilution Rate4.7%
Basis for determining the amount to be paidThe issue price of ¥4,000 per stock acquisition right is equal to the fair value calculated using a Monte Carlo simulation by the third-party valuation firm Plutus Consulting Co., Ltd., taking into account the Company’s share price information and other factors. The periods used for the reference closing price and average share price, as well as the discount rate and premium rate, are Not disclosed
Exercise priceThe initial exercise price will be the closing price of the Company’s common stock on the Tokyo Stock Exchange on the allotment date of the stock acquisition rights. Before the performance target is achieved, the price will be revised to the closing share price on the exercise date, but will not fall below the initial exercise price. If ordinary profit before amortization of goodwill and stock-based compensation expenses exceeds ¥6 billion during the period from the fiscal year ending March 2027 through the fiscal year ending March 2036, the exercise price will be revised to the initial exercise price, with no further revisions thereafter.
Exercise periodFrom 30 April 2026 to 30 September 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal issued: 3,030 stock acquisition rights. Unexercised stock acquisition rights: Not disclosed
Reason for acquisition without considerationIf approval is granted at a shareholders’ meeting or otherwise for a merger or similar transaction in which the Company is the disappearing company, or if a holder of stock acquisition rights ceases to satisfy the exercise conditions before exercising the rights, the Company may acquire all or part of the unexercised stock acquisition rights at no cost.
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 1 / Number of allocated shares 800,000 shares, Category The Company's employees / Number of Employees 4 / Number of allocated shares 60,000 shares, Category Directors of the company's subsidiaries / Number of Employees 3 / Number of allocated shares 1,450,000 shares, Category Employees of the company's subsidiaries / Number of Employees 45 / Number of allocated shares 720,000 shares
Procedures under the Corporate Code of ConductBecause the stock acquisition rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without shareholder approval.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal 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 increase the motivation and morale of the recipients and strengthen the unity of the Group toward enhancing corporate value over the medium to long term. The stock options will also provide an incentive to achieve the performance target and strengthen the recipients’ sense of affiliation with the Company.

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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Issuance of Paid Stock Options (Share Acquisition Rights) | ULS Group,Inc. (3798) timely disclosure | Komori