Komori
Share Issuance and Disposal3917iRidge,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Performance-Linked Stock Acquisition Rights (Paid Stock Options) and the Acquisition of Company Shares by the Company's Directors and Others

The Company resolved to issue paid stock options (the 12th and 13th Series Stock Acquisition Rights) to its directors, with the achievement of targets such as business performance and market capitalization serving as exercise conditions. In addition, 4 directors will acquire the Company's shares in the market for up to ¥150 million.

Worth reading
61In 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
155500
Shares (maximum number of shares to be delivered if all stock acquisition rights are exercised)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of performance-target-linked stock acquisition rights (paid stock options) (12th Series Stock Acquisition Rights and 13th Series Stock Acquisition Rights)

Who receives how much

12th Series: 775 stock acquisition rights, with 100 common shares per right, for a maximum of 77,500 shares / 13th Series: 780 stock acquisition rights, with 100 common shares per right, for a maximum of 78,000 shares

Directors of the company5 people (12th Series) / Up to 77,500 shares
Directors of the company1 person (13th Series) / Up to 78,000 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.

12th Series: ¥100 per stock acquisition right / 13th Series: ¥100 per stock acquisition right
Total issue value

12th Series: ¥77,500 / 13th Series: ¥78,000

Amount of funds to be raised
Total payment amount: ¥77,500 for the 12th Series and ¥78,000 for the 13th Series. Estimated net proceeds: Not disclosed
発行済株式総数

Increase of up to 155,500 shares

Approximately 1.0% for the 12th Series and approximately 1.0% for the 13th Series (maximum dilution based on the total number of shares issued and outstanding as of the end of the fiscal year ending March 2026)

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
¥405 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of shares or disposal of treasury shares at a price below market value, a corporate reorganization or other events. Floor for adjustment: Not disclosed
Exercise period
From 1 July 2027 to 23 July 2031 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 775 rights for the 12th Series and 780 rights for the 13th Series. Unexercised balance: Not disclosed
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights without consideration if the prescribed approvals or other procedures have been completed for a merger, company split, share exchange or share transfer, or if the rights can no longer be exercised because of the exercise conditions, including the performance targets.
Categories and Number of Persons Covered
775 12th Series Stock Acquisition Rights allocated to 5 of the Company's directors, and 780 13th Series Stock Acquisition Rights allocated to 1 of the Company's directors
Payment date
24 July 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights was determined by reference to the results of a valuation by an independent valuation institution using a Monte Carlo simulation. The exercise price is ¥405 per share, equal to the closing price on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution. Discount rate and premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
Because the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining approval at a general meeting of shareholders.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of performance-target-linked stock acquisition rights (paid stock options) (12th Series Stock Acquisition Rights and 13th Series Stock Acquisition Rights)
Number of shares to be issued or disposed of12th Series: 775 stock acquisition rights, with 100 common shares per right, for a maximum of 77,500 shares / 13th Series: 780 stock acquisition rights, with 100 common shares per right, for a maximum of 78,000 shares
Issue price and disposal price12th Series: ¥100 per stock acquisition right / 13th Series: ¥100 per stock acquisition right
Total issue value12th Series: ¥77,500 / 13th Series: ¥78,000
Amount of funds to be raisedTotal payment amount: ¥77,500 for the 12th Series and ¥78,000 for the 13th Series. Estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors of the company / Number of Employees 5 people (12th Series) / Number of Shares Up to 77,500 shares, Name Directors of the company / Number of Employees 1 person (13th Series) / Number of Shares Up to 78,000 shares
Dilution RateApproximately 1.0% for the 12th Series and approximately 1.0% for the 13th Series (maximum dilution based on the total number of shares issued and outstanding as of the end of the fiscal year ending March 2026)
Total number of issued sharesIncrease of up to 155,500 shares
Basis for determining the amount to be paidThe issue price of the stock acquisition rights was determined by reference to the results of a valuation by an independent valuation institution using a Monte Carlo simulation. The exercise price is ¥405 per share, equal to the closing price on the Tokyo Stock Exchange on the business day preceding the date of the Board of Directors' resolution. Discount rate and premium rate: Not disclosed
Exercise price¥405 per share. Adjustment provisions apply in the event of a stock split or consolidation, the issuance of shares or disposal of treasury shares at a price below market value, a corporate reorganization or other events. Floor for adjustment: Not disclosed
Exercise periodFrom 1 July 2027 to 23 July 2031 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal issued: 775 rights for the 12th Series and 780 rights for the 13th Series. Unexercised balance: Not disclosed
Reason for acquisition without considerationThe Company may acquire the stock acquisition rights without consideration if the prescribed approvals or other procedures have been completed for a merger, company split, share exchange or share transfer, or if the rights can no longer be exercised because of the exercise conditions, including the performance targets.
Categories and Number of Persons Covered775 12th Series Stock Acquisition Rights allocated to 5 of the Company's directors, and 780 13th Series Stock Acquisition Rights allocated to 1 of the Company's directors
Procedures under the Corporate Code of ConductBecause the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out without obtaining approval at a general meeting of shareholders.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer 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 clarify management's commitment to achieving performance targets and expanding market capitalization, and to promote the sharing of interests with shareholders. In addition, to strengthen the directors' commitment to future business growth through their acquisition of shares and enhance corporate value over the medium to long term.

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.
Notice Regarding the Issuance of Performance-Linked Stock Acquisition Rights (Paid Stock Options) and the Acquisition of Company Shares by the Company's Directors and Others | iRidge,Inc. (3917) timely disclosure | Komori