Worth reading
59In 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
1.7
% (dilution ratio relative to total shares issued)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of paid stock options (stock acquisition rights)
発行・処分する株式数
107,200 common shares (1,072 stock acquisition rights × 100 shares per right)
Intended allottee
Category 2 directors of the Company / Number of stock acquisition rights 440 stock acquisition rights, Category 9 of the Company's employees / Number of stock acquisition rights 632 subscription rights
¥500 per stock acquisition right
Total issue value
¥536,000 (1,072 stock acquisition rights × ¥500)
Total Stock-Based Compensation
Not applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation)
Existing Shares and Increase
+1.70%Rate of increase
6,147,434 shares6,254,634Shares
1.7% (relative to the total of 6,147,434 issued shares)
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 is the closing price on 4 November 2026. At the time of each exercise request, it will be adjusted to 105% of the closing price on the business day preceding the exercise request date. However, if the adjusted exercise price is lower than the initial exercise price, the initial exercise price will be the floor. If performance targets are achieved, among other cases, the exercise price will be adjusted to the initial exercise price, and no further adjustments will be made thereafter.
Exercise period
Start Date 4 November 2026 / End date 31 October 2033
Number of Stock Acquisition Rights
Total issuance: 1,072 stock acquisition rights. Outstanding unexercised rights: Not disclosed.
Reason for acquisition without consideration
If approval is granted for a merger in which the Company is the disappearing company, a company split, a share exchange or a share transfer. If the holder of the stock acquisition rights becomes unable to exercise the rights before exercising them under the exercise conditions.
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.
Transfer restriction period
In principle, the holder must remain a director, audit & supervisory board member or employee of the Company or one of its affiliated companies from the allocation date until the earlier of the exercise date or 31 October 2029. Transfers require approval from the Board of Directors.
Conditions for lifting transfer restrictions
The holder must continuously remain a director, audit & supervisory board member or employee of the Company or one of its affiliated companies from the allocation date until the earlier of the exercise date or 31 October 2029. This does not apply in the event of retirement upon expiration of the term of office, mandatory retirement or another legitimate reason approved by the Board of Directors. When the performance target for net sales or EBITDA is achieved, the exercise price will be adjusted to the initial exercise price.
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 2 / Number of allocated shares 44,000 shares (440 stock acquisition rights), Category The Company's employees / Number of Employees 9 / Number of allocated shares 63,200 shares (632 stock acquisition rights)
Intended allottee's holding policy
The rights will be subscribed for based on each subscriber's individual investment decision. They are paid stock options and are not compensation for the grantees. The acquisition of the stock acquisition rights by transfer requires approval from the Company's Board of Directors.
Payment date
4 November 2026
Basis for determining the amount to be paid
The terms were determined with reference to the results calculated using a Monte Carlo simulation by 株式会社プルータス・コンサルティング, a third-party valuation firm, taking into account a share price of ¥360, a 7-year term to maturity, share price volatility of 52.25%, a dividend yield of 0%, a risk-free interest rate of 2.597%, and provisions for adjustments to the exercise price. The Company determined that the issuance does not constitute an issue on particularly advantageous terms.
Procedures under the Corporate Code of Conduct
The issuance will be carried out without shareholder approval because it is a paid issuance at fair value and does not involve particularly advantageous terms. The director subject to the allocation did not participate in the resolution to allocate the rights to himself or herself because the director is a specially interested party.
Impact on Business Performance
The Company expects this to contribute to medium- to long-term earnings growth and increased corporate value, as well as to improve the motivation, morale, cohesion and sense of belonging of directors and employees. The specific financial impact is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of paid stock options (stock acquisition rights) |
| Number of shares to be issued or disposed of | 107,200 common shares (1,072 stock acquisition rights × 100 shares per right) |
| Issue price and disposal price | ¥500 per stock acquisition right |
| Total issue value | ¥536,000 (1,072 stock acquisition rights × ¥500) |
| Payment date | 4 November 2026 |
| Intended allottee | Category 2 directors of the Company / Number of stock acquisition rights 440 stock acquisition rights, Category 9 of the Company's employees / Number of stock acquisition rights 632 subscription rights |
| Intended allottee's holding policy | The rights will be subscribed for based on each subscriber's individual investment decision. They are paid stock options and are not compensation for the grantees. The acquisition of the stock acquisition rights by transfer requires approval from the Company's Board of Directors. |
| Dilution Rate | 1.7% (relative to the total of 6,147,434 issued shares) |
| Total number of issued shares | 6,147,434 shares → 6,254,634 shares (if all rights are exercised)（1.7％） |
| Basis for determining the amount to be paid | The terms were determined with reference to the results calculated using a Monte Carlo simulation by 株式会社プルータス・コンサルティング, a third-party valuation firm, taking into account a share price of ¥360, a 7-year term to maturity, share price volatility of 52.25%, a dividend yield of 0%, a risk-free interest rate of 2.597%, and provisions for adjustments to the exercise price. The Company determined that the issuance does not constitute an issue on particularly advantageous terms. |
| Exercise price | The initial exercise price is the closing price on 4 November 2026. At the time of each exercise request, it will be adjusted to 105% of the closing price on the business day preceding the exercise request date. However, if the adjusted exercise price is lower than the initial exercise price, the initial exercise price will be the floor. If performance targets are achieved, among other cases, the exercise price will be adjusted to the initial exercise price, and no further adjustments will be made thereafter. |
| Exercise period | Start Date 4 November 2026 / End date 31 October 2033 |
| Number of Stock Acquisition Rights | Total issuance: 1,072 stock acquisition rights. Outstanding unexercised rights: Not disclosed. |
| Transfer restriction period | In principle, the holder must remain a director, audit & supervisory board member or employee of the Company or one of its affiliated companies from the allocation date until the earlier of the exercise date or 31 October 2029. Transfers require approval from the Board of Directors. |
| Conditions for lifting transfer restrictions | The holder must continuously remain a director, audit & supervisory board member or employee of the Company or one of its affiliated companies from the allocation date until the earlier of the exercise date or 31 October 2029. This does not apply in the event of retirement upon expiration of the term of office, mandatory retirement or another legitimate reason approved by the Board of Directors. When the performance target for net sales or EBITDA is achieved, the exercise price will be adjusted to the initial exercise price. |
| Reason for acquisition without consideration | If approval is granted for a merger in which the Company is the disappearing company, a company split, a share exchange or a share transfer. If the holder of the stock acquisition rights becomes unable to exercise the rights before exercising them under the exercise conditions. |
| Categories and Number of Persons Covered | Category Directors of the company / Number of Employees 2 / Number of allocated shares 44,000 shares (440 stock acquisition rights), Category The Company's employees / Number of Employees 9 / Number of allocated shares 63,200 shares (632 stock acquisition rights) |
| Total Stock-Based Compensation | Not applicable (the rights are issued for consideration based on individual investment decisions, rather than as compensation) |
| Procedures under the Corporate Code of Conduct | The issuance will be carried out without shareholder approval because it is a paid issuance at fair value and does not involve particularly advantageous terms. The director subject to the allocation did not participate in the resolution to allocate the rights to himself or herself because the director is a specially interested party. |
| Impact on Business Performance | The Company expects this to contribute to medium- to long-term earnings growth and increased corporate value, as well as to improve the motivation, morale, cohesion and sense of belonging of directors and employees. The specific financial impact is Not disclosed. |
Items this document does not state (8)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering
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, morale, unity and sense of belonging to the Company among directors and employees with a view to medium- and long-term earnings growth and increased corporate value. The rights will serve as an incentive when performance targets are achieved and will enable eligible recipients to become shareholders before achievement of those targets.
How to read this page
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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.