Details of issuance or disposal
Issuance of stock acquisition rights as equity compensation stock options
28,967 subscription rights to shares (1 common share per subscription right; 28,967 underlying shares)
The lower thin line represents the existing number of shares to which these shares will be added.
The payment for the subscription rights to shares will be offset against claims for compensation, and therefore no cash payment will be required. Estimated net proceeds: Not disclosed
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 | Issuance of stock acquisition rights as equity compensation stock options |
| Number of shares to be issued or disposed of | 28,967 subscription rights to shares (1 common share per subscription right; 28,967 underlying shares) |
| Issue price and disposal price | The amount obtained by multiplying the option value per share calculated using the Black-Scholes model by the number of shares underlying the options, rounded up to the nearest yen |
| Amount of funds to be raised | The payment for the subscription rights to shares will be offset against claims for compensation, and therefore no cash payment will be required. Estimated net proceeds: Not disclosed |
| Payment date | 6 August 2026 |
| Intended allottee | Name 4 directors of the Company (excluding outside directors) / Number of Shares 28,967 units (28,967 underlying shares) |
| Basis for determining the amount to be paid | The Black-Scholes model will be used. The share price will be the closing price of the Company’s common stock in regular trading on the Tokyo Stock Exchange on 6 August 2026, and volatility will be based on the share-price volatility calculated from closing prices on each trading day from 12 July 2011 to 6 August 2026. The exercise price is ¥1. The discount rate and premium rate are Not disclosed. |
| Exercise price | The initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed. |
| Exercise period | From 7 August 2026 to 6 August 2056 |
| Number of Stock Acquisition Rights | Total number to be issued: 28,967 units. Number of outstanding unexercised units: Not disclosed. |
| Conditions for lifting transfer restrictions | The subscription rights may be exercised only during the period from the day following the date on which the holder loses their position as a director through the date 10 days thereafter. However, they may be exercised while the holder remains a director on or after 7 August 2055. In the event of death, the rights may be inherited by the holder’s heirs. |
| Reason for acquisition without consideration | If a merger, company split, share exchange or share transfer, an amendment to the articles of incorporation to require approval for the transfer of all shares, or an amendment to the articles of incorporation to require approval for the transfer of, or provide for the acquisition of all, shares of a class subject to the rights is approved or resolved, the Company may acquire the subscription rights without consideration on a date separately determined by the Board of Directors. |
| Categories and Number of Persons Covered | The Company's directors, excluding outside directors: 4 people, 28,967 units |
| Total Stock-Based Compensation | The payment for each subscription right to shares will be offset against claims for compensation. Total amount: Not disclosed. |
| Procedures under the Corporate Code of Conduct | The issuance was resolved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. Obtaining an independent third-party opinion and confirming shareholders’ intentions: Not disclosed. |
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 link directors’ compensation to the Company’s performance and share value, and to have them share with shareholders not only the benefits of a rising share price but also the risk of a decline, thereby increasing their motivation and morale to improve performance and enhance corporate value over the medium to long term.