Details of issuance or disposal
Issuance of paid stock options (Series 16 stock acquisition rights)
3,030,000 shares of the Company’s common stock (3,030 stock acquisition rights, each representing 1,000 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.
¥12,120,000 (3,030 stock acquisition rights × ¥4,000)
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (Series 16 stock acquisition rights) |
| Number of shares to be issued or disposed of | 3,030,000 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 raised | Total payment amount: ¥12,120,000. Estimated net proceeds: Not disclosed |
| Payment date | 13 May 2026 |
| Intended allottee | Category 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 Rate | 4.7% |
| 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 |
| 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 |
| 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. |
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 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.