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
2.03
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of performance target commitment-type stock options (paid stock options)
Who receives how much
126,000 common shares (1,260 stock acquisition rights, 100 shares per right)
4 of the Company’s directors960 stock acquisition rights (96,000 shares)
2 employees of the Company300 stock acquisition rights (30,000 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.
¥100 per stock acquisition right
Total issue value
¥126,000
Amount of funds to be raised
Total amount paid: ¥126,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
not disclosed (the issuance is described as a paid issuance based on individual investment decisions, rather than compensation)
Existing Shares and Increase
+2.03%Rate of increase
6,215,120 shares6,341,120Shares
Approximately 2.03%
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
The closing price of the Company's common stock on the Tokyo Stock Exchange on the allotment date of these stock acquisition rights. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The minimum exercise price was not disclosed.
Exercise period
From 1 April 2028 to 1 September 2036
Number of Stock Acquisition Rights
Total issued: 1,260 stock acquisition rights. Number remaining unexercised: not disclosed.
Reason for acquisition without consideration
If approval is granted for a merger agreement under which the Company is the disappearing company, a company split agreement or plan under which the Company is the splitting company, or a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, the Company may acquire all of the stock acquisition rights without consideration upon the arrival of a date separately determined by the Company's Board of Directors.
Conditions on transfer restrictions
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.
Conditions for lifting transfer restrictions
As a performance condition, adjusted consolidated operating income must exceed ¥1,500 million in any one of the fiscal years ending December 2027 through December 2029. As a share-price condition, if the closing price falls below 50% of the exercise price even once, an obligation arises to exercise the remaining stock acquisition rights by the expiration date of the exercise period.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 4 / Number of allocated shares 96,000 shares (960 stock acquisition rights), Category The Company's employees / Number of Employees 2 / Number of allocated shares 30,000 shares (300 stock acquisition rights)
Intended allottee's holding policy
Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. The allottees may not waive all or part of these stock acquisition rights.
Payment date
2 September 2026
Basis for determining the amount to be paid
The amount was determined with reference to the fair value calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation based on a share price of ¥1,516, volatility of 75.66%, a 10-year term, a dividend yield of 0%, a risk-free interest rate of 2.888%, and performance conditions, mandatory exercise conditions and other assumptions. The discount rate and premium rate were not disclosed.
Procedures under the Corporate Code of Conduct
Because the stock options are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be implemented by resolution of the Board of Directors without shareholder approval. The directors included among the allottees did not participate in the deliberation or resolution concerning them individually, as they are specially interested parties.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of performance target commitment-type stock options (paid stock options) |
| Number of shares to be issued or disposed of | 126,000 common shares (1,260 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥100 per stock acquisition right |
| Total issue value | ¥126,000 |
| Amount of funds to be raised | Total amount paid: ¥126,000; estimated net proceeds: not disclosed |
| Payment date | 2 September 2026 |
| Intended allottee | Name 4 of the Company’s directors / Number of Shares 960 stock acquisition rights (96,000 shares), Name 2 employees of the Company / Number of Shares 300 stock acquisition rights (30,000 shares) |
| Intended allottee's holding policy | Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. The allottees may not waive all or part of these stock acquisition rights. |
| Dilution Rate | Approximately 2.03% |
| Total number of issued shares | 6,215,120 shares → 6,341,120 shares（Approximately 2.03%） |
| Basis for determining the amount to be paid | The amount was determined with reference to the fair value calculated by the third-party valuation institution 株式会社プルータス・コンサルティング using a Monte Carlo simulation based on a share price of ¥1,516, volatility of 75.66%, a 10-year term, a dividend yield of 0%, a risk-free interest rate of 2.888%, and performance conditions, mandatory exercise conditions and other assumptions. The discount rate and premium rate were not disclosed. |
| Exercise price | The closing price of the Company's common stock on the Tokyo Stock Exchange on the allotment date of these stock acquisition rights. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The minimum exercise price was not disclosed. |
| Exercise period | From 1 April 2028 to 1 September 2036 |
| Number of Stock Acquisition Rights | Total issued: 1,260 stock acquisition rights. Number remaining unexercised: not disclosed. |
| Conditions for lifting transfer restrictions | As a performance condition, adjusted consolidated operating income must exceed ¥1,500 million in any one of the fiscal years ending December 2027 through December 2029. As a share-price condition, if the closing price falls below 50% of the exercise price even once, an obligation arises to exercise the remaining stock acquisition rights by the expiration date of the exercise period. |
| Reason for acquisition without consideration | If approval is granted for a merger agreement under which the Company is the disappearing company, a company split agreement or plan under which the Company is the splitting company, or a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary, the Company may acquire all of the stock acquisition rights without consideration upon the arrival of a date separately determined by the Company's Board of Directors. |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 4 / Number of allocated shares 96,000 shares (960 stock acquisition rights), Category The Company's employees / Number of Employees 2 / Number of allocated shares 30,000 shares (300 stock acquisition rights) |
| Total Stock-Based Compensation | not disclosed (the issuance is described as a paid issuance based on individual investment decisions, rather than compensation) |
| Procedures under the Corporate Code of Conduct | Because the stock options are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be implemented by resolution of the Board of Directors without shareholder approval. The directors included among the allottees did not participate in the deliberation or resolution concerning them individually, as they are specially interested parties. |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodUnderwriter / 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 directors and employees and strengthen cohesion in pursuit of medium- to long-term earnings growth and increased corporate value. Achieving adjusted consolidated operating income of more than ¥1,500 million is an exercise condition, and if the share price declines, a mandatory exercise provision requires the holders to 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.